TATA MOTORS LIMITED - Bombay Stock Exchange...Tata Motors Tata Motors Limited, a company having its...

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Information Memorandum For Private Circulation Only 1 Srl. No: Date: April 27, 2016 TATA MOTORS LIMITED Incorporated as a public limited liability company under the Indian Companies Act (VII of 1913) Date of Incorporation: Incorporated on 1 st September 1945, as "Tata Locomotive and Engineering Company Limited” Registered Office: Bombay House, 24 Homi Mody Street, Mumbai 400 001 Tel. No. +91 22 6665 8282 Fax : +91 22 6665 7799; Website : www.tatamotors.com CIN: L28920MH1945PLC004520 Issue of Rated, Listed, Unsecured, 8.25% (Eight Decimal Point Two Five) Coupon, Redeemable, Non-Convertible Debentures of a face value of `10,00,000/- (Rupees Ten Lakhs only) each (“Debentures”), aggregating `300 Crores (Rupees Three Hundred Crores only) on a private placement basis (the “Issue”) BACKGROUND This Information Memorandum is related to the Debentures to be issued by Tata Motors Limited (the “Issuer” or “Company”) on a private placement basis and contains relevant information and disclosures required for the purpose of issuing of the Debentures. The issue of the Debentures comprised in the Issue and described under this Information Memorandum has been authorised by a resolution passed by the Board of Directors of the Issuer on May 26, 2015, subsequently revalidated on November 6, 2015 and on March 30, 2016, in line with the Reserve Bank of India Master Circular No. RBI/2011-12/65 DBOD No.BP.BC.19/ 21.04.141/2011-12 dated July 1, 2011 and by the duly constituted Committee of Executives and Directors' resolution dated April 27, 2016. GENERAL RISK Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investment decision, Investors must rely on their own examination of the Issuer and this Information Memorandum including the risks involved. The securities have not been recommended or approved by Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee the accuracy or adequacy of this Information Memorandum. ISSUER’S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that all information with regard to the Issuer and the Issue in this Information Memorandum is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Information Memorandum as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. DEBENTURE HOLDERS The Debentures mentioned herein are not offered for sale or subscription to the public, but are being privately placed with a limited number of eligible resident Indian Investors. This Information Memorandum should not be treated as an offer for sale or solicitation of an offer to buy the Debentures as prescribed herein by any person, who is not a company incorporated in accordance with the provisions of the Companies Act, 1956 or Companies Act, 2013 or a bank or financial institution under banks and such financial institutions and insurance companies as are set out in Rule 2 of the Companies (Acceptance of Deposit) Rules, 2014. This Information Memorandum does not constitute an offer for sale or a solicitation of an offer to buy the Debentures as described herein from any person other than the person whose name appears on the cover page of this Information Memorandum. No person other than such person, receiving a serially numbered copy of this document may treat the same as constituting an offer to sell or a solicitation of an offer to buy the Debentures. The Company is not liable if this Information Memorandum has been received by an Arranger, or by a Person who was provided a copy of this Information Memorandum by an Arranger. The distribution of this Information Memorandum and offer and sale of Debentures in certain jurisdiction may be restricted by law. It does not constitute an offer for sale or solicitation of an offer to buy in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such state or jurisdiction. Persons into whose possession this Information Memorandum comes are required to inform themselves as to (a) the legal requirements for the purchase, holding or disposal of the Debentures, (b) any legal restrictions which may affect them and (c) the income and other tax consequences which may apply relevant to the purchase, holding or disposal of the Debentures. CREDIT RATING (in alphabetical order) Credit Analysis & Research Limited (CARE) has assigned ‘CARE AA+’ (pronounced as CARE Double A Plus) rating to the captioned Issue by the Company aggregating to `300 Crores (Rupees Three Hundred Crores only). Instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk. The above rating is not a recommendation to buy, sell or hold securities and Investors should take their own decision. The rating may be subject to revision or withdrawal at any time by the assigning Credit Rating Agency and rating should be evaluated independently of any other rating. The rating obtained is subject to revision at any point of time in the future.

Transcript of TATA MOTORS LIMITED - Bombay Stock Exchange...Tata Motors Tata Motors Limited, a company having its...

Information Memorandum

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Srl. No: Date: April 27, 2016

TATA MOTORS LIMITED Incorporated as a public limited liability company under the Indian Companies Act (VII of 1913)

Date of Incorporation: Incorporated on 1st September 1945, as "Tata Locomotive and Engineering Company Limited” Registered Office: Bombay House, 24 Homi Mody Street, Mumbai 400 001

Tel. No. +91 22 6665 8282 Fax : +91 22 6665 7799; Website : www.tatamotors.com CIN: L28920MH1945PLC004520

Issue of Rated, Listed, Unsecured, 8.25% (Eight Decimal Point Two Five) Coupon, Redeemable, Non-Convertible Debentures of a face value of `10,00,000/- (Rupees Ten Lakhs only) each (“Debentures”), aggregating `300 Crores (Rupees Three Hundred Crores only) on a private placement basis (the “Issue”)

BACKGROUND This Information Memorandum is related to the Debentures to be issued by Tata Motors Limited (the “Issuer” or “Company”) on a private placement basis and contains relevant information and disclosures required for the purpose of issuing of the Debentures. The issue of the Debentures comprised in the Issue and described under this Information Memorandum has been authorised by a resolution passed by the Board of Directors of the Issuer on May 26, 2015, subsequently revalidated on November 6, 2015 and on March 30, 2016, in line with the Reserve Bank of India Master Circular No. RBI/2011-12/65 DBOD No.BP.BC.19/ 21.04.141/2011-12 dated July 1, 2011 and by the duly constituted Committee of Executives and Directors' resolution dated April 27, 2016.

GENERAL RISK Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investment decision, Investors must rely on their own examination of the Issuer and this Information Memorandum including the risks involved. The securities have not been recommended or approved by Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee the accuracy or adequacy of this Information Memorandum.

ISSUER’S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that all information with regard to the Issuer and the Issue in this Information Memorandum is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Information Memorandum as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

DEBENTURE HOLDERS The Debentures mentioned herein are not offered for sale or subscription to the public, but are being privately placed with a limited number of eligible resident Indian Investors. This Information Memorandum should not be treated as an offer for sale or solicitation of an offer to buy the Debentures as prescribed herein by any person, who is not a company incorporated in accordance with the provisions of the Companies Act, 1956 or Companies Act, 2013 or a bank or financial institution under banks and such financial institutions and insurance companies as are set out in Rule 2 of the Companies (Acceptance of Deposit) Rules, 2014. This Information Memorandum does not constitute an offer for sale or a solicitation of an offer to buy the Debentures as described herein from any person other than the person whose name appears on the cover page of this Information Memorandum. No person other than such person, receiving a serially numbered copy of this document may treat the same as constituting an offer to sell or a solicitation of an offer to buy the Debentures. The Company is not liable if this Information Memorandum has been received by an Arranger, or by a Person who was provided a copy of this Information Memorandum by an Arranger. The distribution of this Information Memorandum and offer and sale of Debentures in certain jurisdiction may be restricted by law. It does not constitute an offer for sale or solicitation of an offer to buy in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such state or jurisdiction. Persons into whose possession this Information Memorandum comes are required to inform themselves as to (a) the legal requirements for the purchase, holding or disposal of the Debentures, (b) any legal restrictions which may affect them and (c) the income and other tax consequences which may apply relevant to the purchase, holding or disposal of the Debentures.

CREDIT RATING (in alphabetical order) Credit Analysis & Research Limited (CARE) has assigned ‘CARE AA+’ (pronounced as CARE Double A Plus) rating to the captioned Issue by the Company aggregating to `300 Crores (Rupees Three Hundred Crores only). Instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk. The above rating is not a recommendation to buy, sell or hold securities and Investors should take their own decision. The rating may be subject to revision or withdrawal at any time by the assigning Credit Rating Agency and rating should be evaluated independently of any other rating. The rating obtained is subject to revision at any point of time in the future.

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LISTING The Debentures offered through this Information Memorandum are proposed to be listed on the Wholesale Debt Market Segment of BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”). The Company has obtained “in-principle” approvals from the BSE and NSE on April 26, 2016, for listing the Debentures offered through this Issue.

Sole Arranger

Kotak Mahindra Bank Limited 27BKC, Plot No. C - 27, G Block, Bandra Kurla Complex, Bandra East, Mumbai-400051 CIN L65110MH1985PLC038137 Tel: +91-22-61660530 Fax: +91-22-66596440

Debenture Trustee Registrar to the Issue IL&FS Trust Company Limited The IL&FS Financial Centre, 7th Floor, East Quadrant, Plot C- 22, G Block, Bandra Kurla Complex, Bandra (E), Mumbai 400 051 email id : [email protected] Fax No : + 91 22 2653 3297

TSR Darashaw Limited 6-10, Haji Moosa Patrawala Ind. Estate, 20, Dr. E. Moses Road, Mahalaxmi, Mumbai- 400 011 Tel No. +91 22 6656 8484

ISSUE PROGRAMME

Issue Opens on : April 27, 2016 Issue Closes on : April 27, 2016

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TABLE OF CONTENTS

S. No. Content Page No. 1 Definitions and Abbreviations 4 2 Disclaimers 6 3 Risk factors 9 4 Brief Details about the Issuer 25 5 Brief Summary and Activities of the Issuer 27 6 Brief History of the Issuer 35 7 Details of Shareholding of the Company as on March 31, 2016 41 8 Details of Directors of the Company 43 9 Details of Auditors of the Company 47 10 Details of Borrowings of the Company as on March 31, 2016 48 11 Details of Promoters of the Company as on March 31, 2016 53 12 Abridged version of Audited Consolidated and Standalone Financial Information 54 13 Material event/development having implication on Financials 67 14 Name of Debenture Trustee along with Statement on their Consent 67 15 Rating Letter 67 16 Copy of Consent Letter of Debenture Trustee 67 17 Listing of Securities 67 18 Other Information 68 19 Details of Issue 68 20 Inspection of Documents 68 21 Other Information and Issue Procedure 70 22 Annexures Annexure 1- Term Sheet 77 Annexure 2- Credit Rating Letter from CARE 81 Annexure 3- Consent Letter from Debenture Trustee 83 Annexure 4- Application Form 84

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DEFINITIONS AND ABBREVIATIONS Unless the context otherwise indicates or requires, the following terms shall have the meanings given below in this Information Memorandum. The Company / Issuer / TML / Tata Motors

Tata Motors Limited, a company having its registered office at Bombay House, 24 Homi Mody Street, Mumbai – 400 001

Application Form The form used by an Investor to apply for subscription to the Debentures offered through this Issue

Allot/Allotment/Allotted Unless the context otherwise requires or implies, the allotment of the Debentures pursuant to the Issue

Account Bank HDFC Bank at its branch situated at Nanik Motwani Marg, Fort, Mumbai – 400 001

Board Board of Directors of the Company or a Committee thereof

Business Days Business Day shall mean a day (other than a public holiday for the purpose of Section 25 of the Negotiable Instruments Act, 1881 (26 of 1881) or a Sunday) on which banks are normally open for business in Mumbai

Credit Rating Agency(ies) Credit Analysis & Research Limited (CARE) or ICRA Limited or any other credit rating agency, appointed from time to time

Crore 1 Crore = 10 Million Date of Allotment The date on which Allotment for the Issue is made

Debentures Rated, Listed, Unsecured, 8.25% (Eight Decimal Point Two Five) Coupon, Redeemable, Non-Convertible Debentures of the Company of a face value of `10,00,000 (Rupees Ten Lakhs) each

Debenture Holder(s) The Investors who are Allotted the said Debentures

Debenture Trustee Trustee for the Debenture Holder(s), in this case being IL&FS Trust Company Limited

Depository(ies) National Securities Depository Limited (NSDL) / Central Depository Services (India) Limited (CDSL)

Fiat Fiat Group Automobiles SpA FY Financial Year

GVW Gross Vehicle Weight

Information Memorandum This Information Memorandum dated April 27, 2016 pursuant to which the Debentures are being offered for private placement

Investor Such eligible person who subscribe to this Issue and any eligible person which subsequently purchase the Debentures

Issue Opening Date April 27, 2016

Issue Closing Date April 27, 2016

LCV Light Commercial Vehicles, being vehicles that have GVW of up to 7.5 metric tons

M&HCV Medium and Heavy Commercial Vehicles, being vehicles that have GVW of over 7.5 metric tons

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Mutual Fund A mutual fund registered with SEBI under the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996

NRI A person resident outside India, who is a citizen of India or a person of Indian origin and shall have the same meaning as ascribed to such term in the Foreign Exchange Management Act, 1999 and the rules and regulations framed thereunder

Offer Documents Shall mean this Information Memorandum and the Private Placement Offer Letter

Private Placement Offer Letter The letter issued by the Issuer pursuant to Section 42 of the Companies Act read with the Companies (Prospectus and Allotment of Securities) Rules, 2014 in the format set out in the said rules

Registrar/Registrar to the Issue Registrar and Transfer Agent to the Issue, in this case being TSR Darashaw Limited.

RTGS Real Time Gross Settlement RBI The Reserve Bank of India

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

SEBI Regulations

The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (as amended from time to time, including the Securities and Exchange Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations, 2012) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

Stock Exchanges BSE and NSE

The Act The Companies Act, 2013 or any applicable residual sections of the Companies Act, 1956

WDM Wholesale Debt Market segment of the BSE and NSE.

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DISCLAIMERS

ISSUER’S DISCLAIMER

This Information Memorandum is neither a prospectus nor a statement in lieu of a prospectus. The Issue of Debentures proposed to be listed on the WDM is being made strictly on a private placement basis in accordance with applicable law. Multiple copies hereof given to the same entity shall be deemed to be given to the same person and shall be treated as such. The Offer Documents do not constitute and shall not be deemed to constitute an offer or an invitation to subscribe to the Debentures to the public in general. This Information Memorandum should not be construed to be a prospectus or a statement in lieu of prospectus under the Companies Act.

This Information Memorandum has been prepared in conformity with the SEBI Regulations.

Neither the Offer Documents nor any other information supplied in connection with the Debentures is intended to provide the basis of any credit or other evaluation and any recipient of this Information Memorandum should not consider such receipt a recommendation to purchase any Debentures. Each Investor contemplating purchasing any Debentures should make its own independent investigation of the financial condition and affairs of the Issuer, and its own appraisal of the creditworthiness of the Issuer. Potential Investors should consult their own financial, legal, tax and other professional advisors as to the risks and investment considerations arising from an investment in the Debentures and should possess the appropriate resources to analyze such investment and the suitability of such investment to such Investor's particular circumstances.

The Issuer confirms that, as of the date hereof, all information in this Information Memorandum is accurate in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements herein, in the light of the circumstances under which they are made, and are not misleading. No person should rely on any information given by any person in relation to TML or the Issue other than as set out in the Offer Documents. No person has been authorized to give any information or to make any representation not contained or incorporated by reference in the Offer Documents or in any material made available by the Issuer to any potential Investor pursuant hereto and, if given or made, such information or representation must not be relied upon as having been authorized by the Issuer.

The Offer Documents and the contents hereof are restricted only for the intended recipient(s) who have been addressed directly and specifically through a communication by the Company and only such recipients are eligible to apply for the Debentures. All potential Investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this Issue. The contents of the Offer Documents 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.

No invitation is being made to any persons other than those to whom application forms along with the Offer Documents have been sent. Any application by a person to whom the Offer Documents have not been sent by the Issuer shall be rejected without assigning any reason.

The person who is in receipt of the Offer Documents shall not reproduce or distribute in whole or part or make any announcement in public or to a third party regarding the contents without the consent of the Issuer.

The Issuer does not undertake to update the Offer Documents to reflect subsequent events after the date of the relevant Offer Documents 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 the Offer Documents nor the issue of any Debentures 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.

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The Offer Documents do not constitute, nor may they be used for or in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation. No action is being taken to permit an offering of the Debentures or the distribution of the Offer Documents in any jurisdiction where such action is required. Persons into whose possession the Offer Documents come are required to inform themselves about and to observe such restrictions. The Offer Documents are made available to Investors on the strict understanding that it is confidential.

DISCLAIMER CLAUSE OF THE STOCK EXCHANGES

As required, a copy of this Information Memorandum has been filed with the Stock Exchanges in terms of the SEBI Regulations.

It is to be distinctly understood that submission of this Information Memorandum to the Stock Exchanges should not in any way be deemed or construed to mean that this Information Memorandum has been reviewed, cleared or approved by the Stock Exchanges, nor do the Stock Exchanges in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Information Memorandum, nor do the Stock Exchanges warrant that the Issuer’s Debentures will be listed or will continue to be listed on the Stock Exchanges; nor do the Stock Exchanges take any responsibility for the soundness of the financial and other conditions of the Issuer, its promoters, its management or any scheme or project of the Issuer.

DISCLAIMER CLAUSE OF THE SEBI

As per the provisions of the SEBI Regulations, a copy of this Information Memorandum has not been filed with or submitted to the SEBI. It is to be distinctly understood that this Information Memorandum should not in any way be deemed or construed to have been approved or vetted by SEBI. SEBI does not take any responsibility either for the financial soundness of any proposal for which the Debentures issued thereof is proposed to be made or for the correctness of the statements made or opinions expressed in this Information Memorandum.

DISCLAIMER CLAUSE OF THE SOLE ARRANGER

The Issuer has prepared this Information Memorandum based on the terms set out herein and the Issuer is solely responsible for its contents and such information has not been independently verified by the Sole Arranger. To the fullest extent permitted by law, no representation or warranty, expressed or implied, is or will be made, and no responsibility or liability is or will be accepted, by the Sole Arranger, any of its directors, employees or its affiliates for the accuracy, completeness, reliability, correctness or fairness of this Information Memorandum or any of the information or opinions contained therein, nor does it take responsibility for the financial condition, prospects, status and affairs of the Issuer, its promoters, its management or any scheme or project of the company. The Sole Arranger hereby expressly disclaims, to the fullest extent permitted by law, any responsibility for the contents of this Information Memorandum and any liability, whether arising in tort or contract or otherwise, relating to or resulting from this Information Memorandum or any information or errors contained therein or any omissions therefrom. By accepting this Information Memorandum, the Investor agrees that the Sole Arranger or any of its directors, employees, affiliates or representatives do not accept any responsibility and/or liability for any loss or damage arising of whatever nature and extent in connection with the use of any of the information contained in this Information Memorandum. The Investor should carefully read and retain this Information Memorandum. However, the Investor should not construe the contents of this Information Memorandum as investment, legal, accounting, regulatory or tax advice, and the Investor should consult with its own advisors as to all legal, accounting, regulatory, tax, financial and related matters concerning an investment in the Debentures. By accepting this Information Memorandum, you acknowledge that (a) the Sole Arranger is not providing advice, (whether in relation to legal, tax or accounting issues or otherwise), (b) you understand that there may be legal, tax, accounting and/or other risks associated with the potential transaction.

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This Information Memorandum is not intended to be (and should not be used as) the basis of any credit analysis or other evaluation and should not be considered as a recommendation by the Sole Arranger or any other person that any recipient participates in the Issue or advice of any sort. It is understood that each recipient of this Information Memorandum will perform its own independent investigation and credit analysis of the proposed financing and the business, operations, financial condition, prospects, creditworthiness, status and affairs of the Issuer, based on such information and independent investigation as it deems relevant or appropriate and without reliance on the Sole Arranger or on this Information Memorandum.

DISCLAIMER OF THE DEBENTURE TRUSTEE

The Issuer confirms that all necessary disclosures have been made in the Information Memorandum including but not limited to statutory and other regulatory disclosures. Investors should carefully read and note the contents of the Information Memorandum. Each prospective Investor should make its own independent assessment of the merit of the investment in the Debentures and the Issuer. Prospective Investors should consult their own financial, legal, tax and other professional advisors as to the risks and investment considerations arising from an investment in the Debentures and should possess the appropriate resources to analyze such investment and suitability of such investment to such Investor’s particular circumstance. Prospective Investors are required to make their own independent evaluation and judgment before making the investment and are believed to be experienced in investing in debt markets and are able to bear the economic risk of investing in such instruments. The Debenture Trustee, ipso facto does not have the obligations of a borrower or a principal debtor or a guarantor as to the monies paid/invested by Investors for the Debentures.

DISCLAIMER IN RESPECT OF JURISDICTION This Issue is made in India to Investors as specified under the paragraph titled “Eligible Investors” on page 73 of this Information Memorandum, who shall be specifically approached by the Issuer. This Information Memorandum does not constitute an offer to sell or an invitation to subscribe to Debentures offered hereby to any person to whom it is not specifically addressed. Any disputes arising out of this Issue will be subject to the exclusive 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 Debentures herein, in any other jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction.

DISCLAIMER IN RESPECT OF RATING AGENCY

Ratings are opinions on credit quality and are not recommendations to sanction, renew, disburse or recall the concerned bank facilities or to buy, sell or hold any security. The Rating Agency has based its ratings on information obtained from sources believed by it to be accurate and reliable. The Rating Agency does not, however, guarantee the accuracy, adequacy or completeness of any information and is not responsible for any errors or omissions or for the results obtained from the use of such information. Most entities whose bank facilities/instruments are rated by the Rating Agency have paid a credit rating fee, based on the amount and type of bank facilities/instruments.

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RISK FACTORS

An investment in Debentures involves risks. These risks may include, among others, equity market, bond market, interest rate, market volatility and economic, political and regulatory risks and any combination of these and other risks. Some of these are briefly discussed below. Potential Investors and subsequent purchasers of the Debentures should be experienced with respect to transactions in instruments such as the Debentures. Potential Investors and subsequent purchasers of the Debentures should understand the risks associated with an investment in the Debentures and should only reach an investment decision after careful consideration, with their legal, tax, accounting and other advisers, of (a) the suitability of an investment in the Debentures in the light of their own particular financial, tax and other circumstances and (b) the information set out in this Information Memorandum. The Debentures may decline in value and marketability and Investors should note that, whatever their investment in the Debentures, the cash amount due at maturity will be equivalent to the face value of the Debentures. More than one risk factor may have simultaneous effect with regard to the Debentures such that the effect of a particular risk factor may not be predictable. In addition, more than one risk factor may have a compounding effect which may not be predictable. No assurance can be given as to the effect that any combination of risk factors may have on the value of the Debentures. 1. Early Termination for Extraordinary Reasons, Illegality and Force Majeure If the Issuer determines that, for reasons beyond its control, the performance of its obligations under the Debentures has become illegal or impractical in whole or in part for any reason, the Issuer may, at its discretion and without obligation, redeem the Debentures early. 2. Taxation Potential purchasers and sellers of the Debentures should be aware that they may be required to pay stamp duties or other documentary charges/taxes in accordance with the laws and practices of India. Payment and/or delivery of any amount due in respect of the Debentures will be conditional upon the payment of all applicable taxes, duties and/or expenses. Potential Investors who are in any doubt as to their tax position should consult their own independent tax advisers. In addition, potential Investors should be aware that tax regulations and their application by the relevant taxation authorities change from time to time. Accordingly, it is not possible to predict the precise tax treatment which will apply at any given time. 3. Interest Rate Risk 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 the Company’s Debentures. 4. The Debentures may be Illiquid It is not possible to predict if and to what extent a secondary market may develop in the Debentures or at what price the Debentures will trade in the secondary market or whether such market will be liquid or illiquid. If so specified in this Information Memorandum, application has been made to list or quote or admit to trading the Debentures on the stock exchange or quotation system(s) specified. If the Debentures are so listed or quoted or admitted to trading, no assurance is given that any such listing or quotation or admission to trading will be

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maintained. The fact that the Debentures may be so listed or quoted or admitted to trading does not necessarily lead to greater liquidity than if they were not so listed or quoted or admitted to trading. The listing of the Debentures is subject to receipt of the final listing and trading approval from the Stock Exchange. The Issuer may, but is not obliged to, at any time purchase the Debentures at any price in the open market or by tender or private agreement. Any Debentures so purchased may be resold or surrendered for cancellation. The more limited the secondary market is, the more difficult it may be for holders of the Debentures to realise value for the Debentures prior to redemption of the Debentures. 5. Downgrading in credit rating The Debentures have been rated by Credit Analysis & Research Limited (CARE) as having CARE AA+ rating for the issuance of Debentures for an aggregate amount of `300 Crores (Rupees Three Hundred Crores only). The Issuer cannot guarantee that this rating will not be downgraded. Such a downgrade in the credit rating may lower the value of the Debentures. 6. Future legal and regulatory obstructions Future government policies and changes in laws and regulations in India and comments, statements or policy changes by any regulator, including but not limited to the SEBI or the RBI, may adversely affect the Debentures. The timing and content of any new law or regulation is not within the Issuer’s control and such new law, regulation, comment, statement or policy change could have an adverse effect on market for and the price of the Debentures. Further, the RBI or other regulatory authorities may require clarifications on this Information Memorandum, which may cause a delay in the issuance of Debentures or may result in the Debentures being materially affected or even rejected. Risk Associated with TML’s Business and the Automotive Industry Deterioration in global economic conditions could have a material adverse impact on the Company’s sales and results of operations.

The automotive industry and the demand for automobiles are influenced by general economic conditions, including, among other things, rates of economic growth, credit availability, disposable income of consumers, interest rates, environmental and tax policies, safety regulations, freight rates and fuel and commodity prices. Negative trends in any of these factors impacting the regions where the Company operates could materially and adversely affect the Company’s business, financial condition and results of operations.

The Indian automotive industry is materially affected by the general economic conditions in India and around the world. Muted industrial growth in India in recent years along with continuing higher inflation and interest rates continue to pose risks to overall growth in this market. The automotive industry in general is cyclical and economic slowdowns in the recent past have affected the manufacturing sector in India, including the automotive and related industries. A continuation of negative economic trends or further deterioration in key economic metrics such as the growth rate, interest rates and inflation as well as reduced availability of financing for vehicles at competitive rates could materially and adversely affect the Company’s automotive sales in India and results of operations.

In addition, the Indian automotive market and the Indian economy are influenced by economic and market conditions in other countries. Although economic conditions are different in each country, investors’ reactions to economic developments in one country can have adverse effects on the securities of companies and the economy as a whole in other countries, including India. A loss of investor confidence in the financial systems

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of other emerging markets may cause volatility in Indian financial markets and, indirectly, in the Indian economy in general. Any worldwide financial instability could also have a negative impact on the Indian economy, including the movement of exchange rates and interest rates in India. A slower than expected global economic recovery or a significant financial disruption could have a material adverse effect on the Company’s cost of funding, portfolio of financing loans, business, prospects, results of operations and financial condition.

The Company’s Jaguar Land Rover business has significant operations in the United Kingdom, North America, continental Europe and China as well as sales operations in many major countries across the globe. While the automotive market in the United States, United Kingdom and Europe experienced healthy growth in Fiscal 2015, headwinds remain. Low economic growth in the Eurozone prompted the European Central Bank to engage in quantitative easing beginning in January 2015, and uncertainty over debt negotiations with Greece remains. Economic sanctions and declining energy prices continue to impact Russia. Recessionary concerns are mounting in Brazil whereas China’s economy is showing signs of slowing. Jaguar Land Rover’s ambitions for growth in emerging markets such as China, India, Russia and Brazil, may not materialise as expected, which could have a significant adverse impact on the Company’s financial performance. If automotive demand softens because of lower or negative economic growth in key markets (notably China) or other factors, the Company’s operations and financial condition could be materially and adversely affected.

Restrictive covenants in financing agreements may limit the Company’s operations and financial flexibility and materially and adversely impact the Company’s financial condition, results of operations and prospects.

Some of the Company’s financing agreements and debt arrangements set limits on or require it to obtain lender consent before, among other things, pledging assets as security. In addition, certain financial covenants may limit the Company’s ability to borrow additional funds or to incur additional liens. In the past, the Company has been able to obtain required lender consent for such activities. However, there can be no assurance that it will be able to obtain such consents in the future. If the Company’s liquidity needs, or growth plans, require such consents and such consents are not obtained, it may be forced to forego or alter plans, which could materially and adversely affect the Company’s financial condition and results of operations.

If the Company breaches its financing agreements, the outstanding amounts due thereunder could become due and payable immediately or result in increased costs. A default under one of these agreements may also result in cross-defaults under other financing agreements and result in the outstanding amounts under such other financing agreements becoming due and payable immediately. The Company’s lenders and guarantors could impose additional operating and financial restrictions on the Company, or otherwise seek to modify the terms of its existing financial agreements. This could have a material adverse effect on the Company’s financial condition and results of operations.

In Fiscal 2014, the Company had been in breach of financial covenants relating to the ratio of total outstanding liabilities to tangible net worth, and to the debt service coverage ratio in various financing agreements. The Company requested and obtained waivers of its obligations from the lenders and guarantors to pay additional costs as a consequence of such breaches. These breaches have not resulted in an event of default in the Company’s financing agreements or the payment of penalties.

In Fiscal 2015, the Company has prepaid the above borrowings and hence there has not been any breach of financial covenants. However, there can be no assurances that the Company will succeed in obtaining consents or waivers in the future from its lenders or guarantors in the future, and future non-compliance with the financial covenants contained in the Company’s financial agreements may lead to increased cost for future financings.

Exchange rate and interest rate fluctuations could materially and adversely affect the Company’s financial condition and results of operations.

The Company’s operations are subject to risks arising from fluctuations in exchange rates with reference to countries in which the Company operates. The Company imports capital equipment, raw materials and

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components from, manufactures vehicles in, and sells vehicles in various countries, and therefore the Company’s revenues and costs have significant exposure to the relative movements of the GBP, the US dollar, the Euro and the Indian rupee.

Moreover, the Company has outstanding foreign currency denominated debt and is sensitive to fluctuations in foreign currency exchange rates. The Company has experienced and expects to continue to experience foreign exchange losses and gains on obligations denominated in foreign currencies in respect of the Company’s borrowings and foreign currency assets and liabilities due to currency fluctuations.

The Company also has interest-bearing assets (including cash balances) and interest-bearing liabilities, which bear interest at variable rates. The Company is therefore exposed to changes in interest rates in the various markets in which it borrows. Although the Company manages its interest and foreign exchange exposure through the use of financial hedging instruments such as forward contracts, swap agreements and option contracts, higher interest rates and foreign exchange volatility could significantly increase the Company’s cost of borrowing, which could have a material adverse effect on its financial condition, results of operations and liquidity.

Intensifying competition could materially and adversely affect the Company’s sales, financial conditions and results of operations.

The global automotive industry is highly competitive and competition is likely to further intensify in light of continuing globalisation and consolidation in the worldwide automotive industry. Competition is especially likely to increase in the premium automotive categories as each market participant intensifies its efforts to retain its position in established markets while also expanding in emerging markets, such as China, India, Russia, Brazil and parts of Asia. Factors affecting competition include product quality and features, innovation and the timing of the introduction of new products, cost control, pricing, reliability, safety, fuel economy, environmental impact (and perception thereof), customer service and financing terms. There can be no assurance that the Company will be able to compete successfully in the global automotive industry in the future.

The Company also faces strong competition in the Indian market from domestic as well as foreign automobile manufacturers. Improving infrastructure and robust growth prospects compared to other mature markets have attracted a number of international companies to India either through joint ventures with local partners or through independently owned operations in India. International competitors bring with them decades of international experience, global scale, advanced technology and significant financial resources. Consequently, domestic competition is likely to further intensify in the future. There can be no assurance that the Company will be able to implement future strategies in a way that will mitigate the effects of increased competition in the Indian automotive industry.

Designing, manufacturing and selling vehicles is capital intensive and requires substantial investments in manufacturing, machinery, research and development, product design, engineering, technology and marketing in order to meet both customer preferences and regulatory requirements. If competitors consolidate or enter into other strategic agreements, they may be able to take better advantage of economies of scale or enhance their competitiveness in other ways. Competitors may also be able to benefit from the cost savings offered by consolidation or alliances, which could adversely affect the Company’s competitiveness with respect to those competitors, which could also materially reduce the Company’s sales as well as materially and adversely affect its business, financial condition and results of operations.

The Company’s future success depends on its ability to satisfy changing customer demands by offering innovative products in a timely manner and maintaining such products’ competitiveness and quality.

The Company’s competitors may gain significant advantages if they are able to offer products satisfying customer needs earlier than the Company is able to, which could adversely impact, the Company’s sales and

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profitability. Unanticipated delays or cost overruns in implementing new product launches, expansion plans or capacity enhancements could also adversely impact the Company’s results of operations.

Customer preferences, especially in many of the developed markets, seem to be moving in favour of more fuel-efficient and environmentally-friendly vehicles. Increased government regulation, rising fuel prices, and evolving environmental preferences of consumers has brought significant pressure on the automotive industry to reduce CO2 emissions. The Company’s operations may be significantly impacted if it experiences delays in developing fuel-efficient products that reflect changing customer preferences. In addition, deterioration in the quality of vehicles could force the Company to incur substantial cost and damage to its reputation. There can be no assurance that the market acceptance of the Company’s future products will meet sales expectations, in which case the Company may be unable to realise the intended economic benefits of the investments, and its revenues and profitability may decrease materially.

Private and commercial users of transportation increasingly use modes of transportation other than the automobile. The reasons for this include the rising costs of automotive transport, increasing traffic density in major cities and environmental awareness. Furthermore, the increased use of car-sharing concepts and other innovative mobility initiatives facilitates access to other methods of transport, thereby reducing dependency on the private automobile. A shift in consumer preferences away from private automobiles would have a material adverse effect on the Company’s general business activity and on its sales, financial position and results of operations as well as prospects. To stimulate demand, competitors in the automotive industry have offered customers and dealers price reductions on vehicles and services, which has led to increased price pressures and sharpened competition within the industry. As a provider of numerous high volume models, the Company’s profitability and cash flows are significantly affected by the risk of rising competitive and price pressures. Special sales incentives and increased price pressures in the new car business also influence price levels in the used car market, with a negative effect on vehicle resale values. This may have a negative impact on the profitability of the used car business in the Company’s dealer organisation.

The Company is subject to risks associated with product liability warranties and recalls.

Should it supply defective products, parts, or related after-sales services, the Company is subject to risks and costs associated with product liability, including negative publicity, which may have a material adverse effect on the Company’s business, financial conditions and results of operations. These events could also require the Company to spend considerable resources in correcting these problems and could significantly reduce demand for the Company’s products. In Fiscal 2015, the Company implemented product recalls for Jaguar Land Rover vehicles sold in North America and China. The Company may also be subject to class actions or other large-scale product liability or other lawsuits in various jurisdictions where it has a presence.

The Company is subject to risks associated with the automobile financing business.

The Company is subject to risks associated with its automobile financing business in India. In Fiscal 2015, the market share of the Company’s automobile financing business, which supports sales of the Company vehicles, declined to 24.0% from 30.0% in Fiscal 2014. Any default by the Company’s customers or inability to repay instalments as due could materially and adversely affect the Company’s business, financial condition, results of operations and cash flows.

The sale of the Company’s commercial and passenger vehicles is heavily dependent on funding availability for the customers. Rising delinquencies and early defaults have contributed to a reduction in automobile financing, which, in turn, has had an adverse effect on funding availability for potential customers. This reduction in available financing may continue in the future and have a material adverse effect on the Company’s business, financial condition and results of operations.

Any significant declines in used car valuations could materially and adversely affect the Company’s sales, financial condition and results of operations. Over time, and particularly in the event of any credit rating

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downgrade, market volatility, market disruption, regulatory changes or otherwise, the Company may need to reduce the amount of financing receivables that it originates, which could severely disrupt the Company’s ability to support the sale of its vehicles.

Underperformance of the Company’s distribution channels and supply chains may have a material adverse effect on the Company’s sales, financial condition and results of operations.

The Company’s products are sold and serviced through a network of authorised dealers and service centres across the domestic market and via a network of distributors and local dealers in international markets. The Company monitors the performance of its dealers and distributors and provides them with support to enable them to perform to the Company’s expectations. There can be no assurance, however, that these expectations will be met. Any underperformance by the Company dealers or distributors could adversely affect the Company’s sales and results of operations.

The Company relies on third parties to supply raw materials, parts and components used in the manufacture of products. For some of these parts and components, the Company is dependent on a single source. The Company’s ability to procure supplies in a cost effective and timely manner is subject to various factors, some of which are not within its control. While the Company manages its supply chain as part of the vendor management process, any significant problems with supply chain in the future could disrupt its business and materially affect the results of operations as well as its sales and net income.

Natural disasters and man-made accidents, adverse economic conditions, a decline in automobile demand, a lack of access to sufficient financing arrangements, among others things, could have a negative financial impact on the Company’s suppliers, thereby impairing timely availability of components to the Company or causing increases in the costs of components. Similarly, impairments to the financial condition of the Company’s distributors for any reason may adversely impact the Company’s performance. In addition, if one or more of the other global automotive manufacturers were to become insolvent, this would have an adverse effect on the Company’s supply chains and may have a material adverse effect on the Company’s results of operations.

Increases in input prices may have a material adverse effect on the Company results of operations.

In Fiscal 2015 and Fiscal 2014, the consumption of raw materials, components and aggregates and purchase of products for sale (Consolidated) approximately 60.9% and 61.7%, respectively, of the Company’s total revenues. Prices of commodity items used in manufacturing automobiles, including steel, aluminium, copper, zinc, rubber, platinum, palladium and rhodium, have become increasingly volatile in recent years. Further price movements would closely depend on the evolving economic scenarios across the globe. While the Company continues to pursue cost-reduction initiatives, an increase in the price of input materials could severely impact its profitability, to the extent such increase cannot be absorbed by the market through price increases and/or could have a negative impact on demand.

In addition, an increased price and supply risk could arise from the need for rare and frequently sought-after raw materials for which demand is high, such as rare earths, which are predominantly found in China. Rare earth metal prices and supply remain uncertain. In the past, China has limited the export of rare earths from time to time. Due to intense price competition and the Company’s high level of fixed costs, the Company may not be able to adequately address changes in commodity prices even if they are foreseeable. Increases in fuel costs also pose a significant challenge, especially in the commercial and premium vehicle categories where increased fuel prices have an impact on demand. If the Company is unable to find substitutes for supplies of raw materials, pass price increases on to customers or safeguard the supply of scarce raw materials, the Company’s vehicle production, business and results from operations could be affected.

Deterioration in the performance of any of the subsidiaries, joint ventures and affiliates may adversely the Company’s results of operations.

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The Company has made and may continue to make capital commitments to its subsidiaries, joint ventures and affiliates. If the business or operations of any of these subsidiaries, joint ventures and affiliates deteriorates, the value of the Company’s investments may decline substantially. The Company is also subject to risks associated with joint ventures and affiliates wherein the Company retains only partial or joint control. The Company’s partners may be unable or unwilling to fulfil their obligations, or the strategies of the Company’s joint ventures or affiliates may not be implemented successfully, any of which may materially reduce the value of the Company investments, which may in turn have a material adverse effect on the Company’s reputation, business, financial position or results of operations.

The Company is subject to risks associated with growing the business through mergers and acquisitions.

The Company believes that acquisitions provide it opportunities to grow significantly in the global automobile markets by offering premium brands and products. Acquisitions have provided it with access to technology and additional capabilities while also offering potential synergies. However, the scale, scope and nature of the integration required in connection with acquisitions presents significant challenges, and the Company may be unable to integrate relevant subsidiaries, divisions and facilities effectively within the expected schedule. An acquisition may not meet the Company’s expectations and the realisation of the anticipated benefits may be blocked, delayed or reduced as a result of numerous factors, some of which are outside the Company’s control.

For example, the Company acquired the Jaguar Land Rover business from Ford Motor Company in June 2008, and Jaguar Land Rover has become a significant part of the Company’s business and accounted for approximately 86% of its total revenues for Fiscal 2015. As a result of the acquisition, the Company is responsible for, among other things, the obligations and liabilities associated with the legacy business of Jaguar Land Rover. There can be no assurances that any legacy issues at Jaguar Land Rover or any other acquisition the Company has undertaken in the past or will undertake in the future would not have a material adverse effect on its business, financial condition and results of operations, as well as its reputation and prospects.

The Company will continue to evaluate growth opportunities through suitable mergers and acquisitions in the future. Growth through mergers and acquisitions involves business risks, including unforeseen contingent risks or latent business liabilities that may only become apparent after the merger or acquisition is completed. The key success factors are seamless integration, effective management of the merged and/or acquired entity, retention of key personnel, cash flow generation from synergies in engineering and sourcing, joint sales and marketing efforts, and management of a larger business. If any of these factors fails to materialise or if the Company is unable to manage any of the associated risks successfully, the Company’s business, financial condition and results of operations could be materially and adversely affected.

The automobile business is seasonal in nature and substantial decrease in sales during certain quarters could have a material adverse impact on the Company’s financial performance.

The sales, volumes and prices for the Company vehicles are influenced by the cyclicality and seasonality of demand for these products. The automotive industry has been cyclical in the past and the Company expects this cyclicality to continue.

In the Indian market, demand for the Company’s vehicles generally peaks between January and March, although there is a decrease in demand in February just before release of the Indian fiscal budget. Demand is usually lean from April to July and picks up again in the festival season from September onwards, with a decline in December due to year end. The resulting sales and cash flow profile influences operating results on a quarter to quarter basis.

The Company’s business and operations could be materially and adversely affected by labour unrest.

All of the Company’s permanent employees in India, other than officers and managers, and most of the permanent employees in South Korea and the United Kingdom, including certain officers and managers, in

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relation to the Company automotive business, are members of labour unions and are covered by wage agreements, where applicable, with those labour unions.

In general, the Company considers labour relations with all of its employees to be good. However, in the future, the Company may be subject to labour unrest, which may delay or disrupt the operations in the affected regions, including the acquisition of raw materials and parts, the manufacture, sales and distribution of products and the provision of services. If work stoppages or lockouts at the Company facilities or at the facilities of the Company major vendors occur or continue for a long period of time, the Company’s business, financial condition and results of operations could be materially and adversely affected.

The Company’s business could be negatively affected by the actions of activist shareholders.

Certain of the Company’s shareholders may from time to time advance shareholder proposals or otherwise attempt to effect changes or acquire control over the Company’s business. Campaigns by shareholders to effect changes at publicly listed companies are sometimes led by investors seeking to increase short-term shareholder value by advocating corporate actions such as financial restructuring, increased borrowing, special dividends, stock repurchases or even sales of assets or the entire company, or by voting against proposals put forward by the board of directors and management of the company. If faced with actions by activist shareholders, the Company may not be able to respond effectively to such actions, which could be disruptive to the Company’s business.

The Company may have to comply with more stringent foreign investment norms in the event of an increase in shareholding of non-residents or if the Company is considered as engaged in a sector in which foreign investment is restricted.

Indian companies, which are owned or controlled by non-resident persons, are subject to investment restrictions specified in the Consolidated FDI (Foreign Direct Investment) Policy, or the Consolidated FDI Policy. Under the Consolidated FDI Policy, an Indian company is considered to be “owned” by non-resident persons if more than 50% of its equity interest is beneficially owned by non-resident persons. The non-resident equity shareholding in the Company may, in the near future, exceed 50%, thereby resulting in the Company being considered as being “owned” by non-resident entities under the Consolidated FDI Policy. In such an event, any investment by the Company in existing subsidiaries, associates or joint ventures and new subsidiaries, associates or joint ventures will be considered as indirect foreign investment and shall be subject to various requirements specified under the Consolidated FDI Policy, including sectoral limits, approval requirements and pricing guidelines, as may be applicable.

Furthermore, as part of its automotive business, the Company supplies and has in the past supplied vehicles to Indian military and paramilitary forces and, in the course of such activities has obtained an industrial license from the Department of Industrial Policy. The Consolidated FDI policy applies different foreign investment restrictions to companies based upon the sector in which they operate. While the Company believes it is an automobile company by virtue of the significance of its automobile operations, in the event that foreign investment regulations applicable to the defence sector (including under the Consolidated FDI Policy) are made applicable to the Company, the Company may face more stringent foreign investment restrictions and other compliance requirements compared to those applicable to it presently, which in turn could materially affect the Company’s business, financial condition and results of operations.

The Company’s business and prospects could suffer if the Company loses one or more key personnel or if it is unable to attract and retain its employees.

The Company’s business and future growth depend largely on the skills of its workforce, including executives and officers, and automotive designers and engineers. The loss of the services of one or more of the Company’s personnel could impair its ability to implement its business strategy. In view of intense competition, any

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inability to continue to attract, retain or motivate the workforce could materially and adversely affect the Company’s business, financial condition, results of operations and prospects.

Future pension obligations may prove more costly than currently anticipated and the market value of assets in the Company’s pension plans could decline. The Company provides post-retirement and pension benefits to its employees, including defined benefit plans. The Company’s pension liabilities are generally funded. However, lower returns on pension fund assets, change in market conditions, interest rates or inflation rates, and adverse changes in other critical actuarial assumptions may impact the Company’s pension liabilities or assets and consequently increase funding requirements, which could materially decrease the Company’s net income and cash flows.

Any inability to manage the Company’s growing international business may materially and adversely affect its financial condition and results of operations.

The Company’s growth strategy relies on the expansion of the Company’s operations by introducing certain automotive products in markets outside India, including Europe, China, Russia, Brazil, the United States, Africa and other parts of Asia. The costs associated with entering and establishing the Company in new markets, and expanding such operations, may be higher than expected, and the Company may face significant competition in those regions. In addition, the Company’s international business is subject to many actual and potential risks and challenges, including language barriers, cultural differences and other difficulties in staffing and managing overseas operations, inherent difficulties and delays in contract enforcement and collection of receivables under the legal systems of some foreign countries, the risk of non-tariff barriers, other restrictions on foreign trade or investment sanctions, and the burdens of complying with a wide variety of foreign laws, rules and regulations. As part of its global activities, the Company may engage with third-party dealers and distributors which it does not control but which nevertheless take actions that could have a material adverse impact on the Company reputation and business. In addition, the Company cannot assure you that it will not be held responsible for any activities undertaken by such dealers and distributors. If the Company is unable to manage the risks related to its expansion and growth in other parts of the world, the Company’s business, financial condition and results of operations could be materially and adversely affected.

The Company has a limited number of manufacturing, design, engineering and other facilities, and any disruption in the operations of these facilities could materially and adversely affect the Company’s business, financial condition and results of operations.

The Company has manufacturing facilities and design and engineering centres in India, the United Kingdom, China, South Korea, Thailand, South Africa and Brazil, and has established a presence in Indonesia. The Company could experience disruptions to its manufacturing, design and engineering capabilities for a variety of reasons, including, among others, extreme weather, fi re, theft, system failures, natural catastrophes, mechanical or equipment failures and similar events. Any such disruptions could affect the Company’s ability to design, manufacture and sell its products. If any of these events were to occur, there can be no assurance that the Company would be able to shift its design, engineering or manufacturing operations to alternate sites in a timely manner or at all. Any such disruption could materially and adversely affect the Company’s business, financial condition and results of operations.

The Company relies on licensing arrangements with Tata Sons Limited to use the “Tata” brand. Any improper use of the associated trademarks by the Company’s licensor or any other third parties could materially and adversely affect the Company’s business, financial condition and results of operations.

The Company’s rights to its trade names and trademarks are a crucial factor in marketing its products. Establishment of the “Tata” word mark and logo mark, in and outside India, is material to the Company’s operations. The Company has licensed the use of the “Tata” brand from its promoter, Tata Sons Limited. If its promoter, or any of its subsidiaries or affiliated entities, or any third party uses the trade name “Tata” in ways

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that adversely affect such trade name or trademark, the Company’s reputation could suffer damage, which in turn could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company is exposed to operational risks, including risks in connection with the Company’s use of information technology.

Operational risk is the risk of loss resulting from inadequate or failed internal systems and processes, from either internal or external events. Such risks could stem from inadequacy or failures of controls within internal procedures, violations of internal policies by employees, disruptions or malfunctioning of information technology systems such as computer networks and telecommunication systems, other mechanical or equipment failures, human error, natural disasters or malicious acts by third parties. Any unauthorised access to or misuse of data on the Company’s information technology systems, human errors or technological or process failures of any kind could severely disrupt the Company’s operations, including its manufacturing, design and engineering processes, and could have a material adverse effect on the Company financial condition and results of operations.

The Company may be materially and adversely affected by the divulgence of confidential information.

Although the Company has implemented policies and procedures to protect confidential information such as key contractual provisions, future projects, and customer records, such information may be divulged, including as a result of hacking or other threats from cyberspace. If this occurs, the Company could be subject to claims by affected parties, negative publicity and loss of proprietary information, all of which could have an adverse and material impact on the Company’s business, financial conditions, results of operations and cash flows.

Any failures or weaknesses in the Company’s internal controls could materially and adversely affect the Company financial condition and results of operations.

Upon an evaluation of the effectiveness of the design and operation of the Company’s internal controls in the annual report on Form 20- F filed with the SEC for the year ended March 31, 2014, the Company concluded that there was a material weakness such that the Company internal controls over financial reporting were not effective as at March 31, 2014. Although the Company has instituted remedial measures to address the material weakness identified and continually review and evaluate its internal control systems to allow management to report on the sufficiency of the Company’s internal controls, the Company cannot assure you that it will not discover additional weaknesses in the Company internal controls over financial reporting. Any such additional weaknesses or failure to adequately remediate any existing weakness could materially and adversely affect the Company’s financial condition or results of operations and the Company’s ability to accurately report its financial condition and results of operations in a timely and reliable manner.

Inability to protect or preserve intellectual property could materially and adversely affect the Company’s business, financial condition and results of operations.

The Company owns or otherwise has rights in respect to a number of patents relating to the products the Company manufactures. In connection with the design and engineering of new vehicles and the enhancement of existing models, the Company seeks to regularly develop new intellectual property. The Company also uses technical designs which are the intellectual property of third parties with such third parties’ consent. These patents and trademarks have been of value in the growth of the Company’s business and may continue to be of value in the future. Although the Company does not regard any of the Company’s businesses as being dependent upon any single patent or related group of patents, an inability to protect this intellectual property generally, or the illegal breach of some or a large group of the Company’s intellectual property rights, would have a materially adverse effect on the Company’s business, financial condition and results of operations. The Company may also be affected by restrictions on the use of intellectual property rights held by third parties and it may be held legally liable for the infringement of the intellectual property rights of others in its products.

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The Company’s insurance coverage may not be adequate to protect the Company against all potential losses to which the Company may be subject, and this may have a material adverse effect on the Company’s business, financial condition and results of operations.

While the Company believes that the insurance coverage that it maintains is reasonably adequate to cover all normal risks associated with the operation of its business, there can be no assurance that its insurance coverage will be sufficient, that any claim under such insurance policies will be honoured fully or timely, or that the insurance premiums will not increase substantially. Accordingly, to the extent that the Company suffers loss or damage that is not covered by insurance or which exceeds its insurance coverage, or is required to pay higher insurance premiums, the Company’s business, financial condition and results of operations may be materially and adversely affected.

Impairment of intangible assets may have a material adverse effect on the Company’s results of operations.

Designing, manufacturing and selling vehicles is capital intensive and requires substantial investments in intangible assets like research and development, product design and engineering technology. The Company reviews the value of its intangible assets on an annual basis to assess whether the carrying amount matches the recoverable amount for the asset concerned based on underlying cash generating units. The Company may have to take an impairment loss as of the current balance sheet date or a future balance sheet date, if the carrying amount exceeds the recoverable amount, which could have a material adverse effect on the Company financial condition and results of operations.

The Company requires certain approvals or licenses in the ordinary course of business, and the failure to obtain or retain them in a timely manner, or at all, may adversely affect its operations.

The Company requires certain statutory and regulatory permits, licenses and approvals to carry out its business operations and applications for their renewal need to be made within certain time frames. For some of the approvals which may have expired, the Company has either made or is in the process of making an application for obtaining the approval or its renewal. While the Company has applied for renewal for a few of these approvals, registrations and permits, the Company cannot assure you that it will receive these approvals and registrations in a timely manner or at all. The Company can make no assurances that the approvals, licenses, registrations and permits issued to the Company would not be suspended or revoked in the event of non-compliance or alleged non-compliance with any terms or conditions thereof, or pursuant to any regulatory action. Furthermore, if the Company is unable to renew or obtain necessary permits, licenses and approvals on acceptable terms in a timely manner, or at all, the Company’s business, financial condition and operations may be adversely affected.

Political and Regulatory Risks

India’s obligations under the World Trade Organisation Agreement could materially affect the Company’s business.

India’s obligations under its World Trade Organization agreement could reduce the present level of tariff s on imports of components and vehicles. Reductions of import tariff s could result in increased competition, which, in turn, could materially and adversely affect the Company’s business, financial condition and results of operations.

Compliance with new and current laws, rules, regulations and government policies regarding increased fuel economy, reduced greenhouse gas and other emissions, vehicle safety, taxes and pricing policies in the automotive industry significantly increase the Company’s costs and materially decrease its net income.

As an automobile company, the Company is subject to extensive governmental regulations regarding vehicle emissions levels, noise and safety, and levels of pollutants generated by its production facilities. These

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regulations are likely to become more stringent, and the resulting higher compliance costs may significantly impact the Company’s future results of operations. In particular, the United States and Europe have stringent regulations relating to vehicle emissions. The proposed tightening of vehicle emissions regulations by the European Union will require significant costs for compliance. In addition, a number of further legislative and regulatory measures to address greenhouse emissions, including national laws, and the Kyoto Protocol, are in various phases of discussion and implementation.

In order to comply with current and future safety and environmental norms, the Company may have to incur additional costs to (i) operate and maintain its production facilities, (ii) install new emissions controls or reduction technologies, (iii) purchase or otherwise obtain allowances to emit greenhouse gases, (iv) administer and manage the Company’s greenhouse gas emissions program, and (v) invest in research and development to upgrade products and manufacturing facilities. If the Company is unable to develop commercially viable technologies or is otherwise unable to attain compliance within the time frames set by new standards, the Company could face significant civil penalties or be forced to restrict product offerings drastically. Moreover, safety and environmental standards may at times impose conflicting imperatives, which pose engineering challenges and would, among other things, increase the Company’s costs. While the Company is pursuing the development and implementation of various technologies in order meet the required standards in the various countries in which the Company sells its vehicles, the costs for compliance with these required standards could be significant to its operations and may materially and adversely affect the Company’s business, financial condition and results of operations.

Imposition of any additional taxes and levies designed to limit the use of automobiles could significantly reduce the demand for the Company’s products as well as its sales and net income. Changes in corporate and other taxation policies as well as changes in export and other incentives offered by the various governments could also materially and adversely affect the Company’s financial condition and results of operations. For example, the Company currently benefits from excise duty exemptions for manufacturing facilities in the State of Uttarakhand and other incentives such as subsidies or loans from states where the Company has manufacturing operations. The Government of India has proposed a comprehensive national goods and services tax, or GST, regime that would combine taxes and levies by the central and state Governments into one unified rate structure. While both the Government of India and other state governments of India have publicly announced that all committed incentives will be protected following the implementation of the GST, given the limited availability of information in the public domain concerning the GST, the Company is unable to provide any assurance as to this or any other aspect of the tax regime following implementation of the GST. The implementation of this rationalised tax structure may be affected by any disagreement between certain state governments, which could create uncertainty. In addition, regulations in the areas of investments, taxes and levies may also have an impact on the price of the Company shares.

The Company may be materially and adversely impacted by political instability, wars, terrorism, multinational conflicts, natural disasters, fuel shortages/prices, epidemics and labour strikes.

The Company’s products are exported to a number of geographical markets, and it plans to further expand international operations in the future. Consequently, the Company’s operations in those foreign markets may be subject to political instability, wars, terrorism, regional or multinational conflicts, natural disasters, fuel shortages, epidemics and labour strikes. In addition, conducting business internationally, especially in emerging markets, exposes the Company to additional risks, including adverse changes in economic and government policies, unpredictable shifts in regulation, inconsistent application of existing laws, rules and regulations, unclear regulatory and taxation systems and divergent commercial and employment practices and procedures. Any significant or prolonged disruption or delay in the Company’s operations related to these risks could materially and adversely affect its business, financial condition and results of operations.

Compliance with new or changing corporate governance and public disclosure requirements adds uncertainty to the Company’s compliance policies and increases compliance costs.

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The Company is subject to a complex and changing regime of laws, rules, regulations and standards relating to accounting, corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002 and SEC regulations, SEBI regulations, New York Stock Exchange listing rules and Indian stock market listing regulations. New or changed laws, rules, regulations and standards may lack specificity and are subject to varying interpretations. Their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. As an example, pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act, which contains significant corporate governance and executive compensation related provisions, the SEC has adopted additional rules and regulations in areas such as “say on pay”. Similarly, under applicable Indian laws, for example, remuneration packages may in certain circumstances require shareholders’ approval. The Company’s management and other personnel may be required to devote a substantial amount of time to such compliance initiatives. This could result in continuing uncertainty regarding compliance matters and higher costs of compliance as a result of ongoing revisions to such governance standards. The Company is committed to maintaining high standards of corporate governance and public disclosure. However, efforts to comply with evolving laws, rules, regulations and standards in this regard have resulted in, and are likely to continue to result in, increased general and administrative expenses and a diversion of management resources and time.

The Companies Act, 2013 has effected significant changes to the existing Indian company law framework, which may subject the Company to higher compliance requirements and increase its compliance costs. A majority of the provisions and rules under the Companies Act, 2013 have recently been notified and have come into effect from the date of their respective notification, resulting in the corresponding provisions of the Companies Act, 1956 ceasing to have effect. The Companies Act, 2013 has brought into effect significant changes to the Indian company law framework, such as in the provisions related to the issue of capital (including provisions in relation to issue of securities on a private placement basis), disclosures in offering documents, corporate governance norms, accounting policies and audit matters, related party transactions, introduction of a provision allowing the initiation of class action suits in India against companies by shareholders or depositors, a restriction on investment by an Indian company through more than two layers of subsidiary investment companies (subject to certain permitted exceptions), prohibitions on loans to directors and insider trading and restrictions on forward dealing by directors and key management personnel. The Company is also required to spend, in each financial year, at least 2% of its average net profits during the three immediately preceding financial years towards corporate social responsibility activities. Furthermore, the Companies Act, 2013 imposes greater monetary and other liability on the Company and its directors for any non-compliance. To ensure compliance with the requirements of the Companies Act, 2013, the Company may need to allocate additional resources, which may increase its regulatory compliance costs and divert management’s attention. Accordingly, the Company may face challenges in interpreting and complying with such provisions due to limited jurisprudence on them. In the event the Company’s interpretation of the Companies Act, 2013 differs from, or contradicts with, any judicial pronouncements or clarifications issued by the Government in the future, the Company may face regulatory actions or be required to undertake remedial steps. Additionally, some of the provisions of the Companies Act, 2013 overlap with other existing laws and regulations (such as corporate governance norms and insider trading regulations issued by SEBI). Recently, SEBI issued revised corporate governance guidelines which became effective on October 1, 2014. Pursuant to the revised guidelines, the Company is required to, among other things, ensure that there is at least one woman director on the Company Board of Directors at all times, establish a vigilance mechanism for directors and employees and reconstitute certain committees in accordance with the revised guidelines. The Company may face difficulties in complying with any such overlapping requirements. Further, the Company cannot currently determine the impact of certain provisions of the Companies Act, 2013 and the revised SEBI corporate governance norms. Any increase in the Company compliance requirements or in the Company’s compliance costs may have an adverse effect on the Company’s business, financial condition and results of operations.

The Company may be affected by competition law in India and any adverse application or interpretation of the Competition Act, 2002 could adversely affect the Company’s business.

The Competition Act, 2002 regulates practices having an appreciable adverse effect on competition, or AAEC, in a given relevant market in India. Under the Competition Act, 2002, any formal or informal arrangement,

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understanding or action in concert which causes or is likely to cause an AAEC is considered void and results in imposition of substantial penalties. Consequently, all agreements entered into by the Company could be within the purview of the Competition Act, 2002. Further, any agreement among competitors which directly or indirectly involves determination of purchase or sale prices, limits or controls production, sharing the market by way of geographical area or number of subscribers in the relevant market or which directly or indirectly results in bid-rigging or collusive bidding is presumed to have an AAEC in the relevant market in India and is considered void. The Competition Act, 2002 also prohibits abuse of a dominant position by any enterprise. The Company cannot predict with certainty the impact of the provisions of the Competition Act, 2002 on its agreements at this stage.

On March 4, 2011, the Government issued and brought into force the combination regulation (merger control) provisions under the Competition Act, 2002 with effect from June 1, 2011. These provisions require acquisitions of shares, voting rights, assets or control or mergers or amalgamations that cross the prescribed asset- and turnover-based thresholds to be mandatorily notified to and preapproved by the Competition Commission of India (“CCI”). Additionally, on May 11, 2011, the CCI issued Competition Commission of India (Procedure for Transaction of Business Relating to Combinations) Regulations, 2011 (as amended), which sets out the mechanism for the implementation of the merger control regime in India.

Further, the CCI has extraterritorial powers and can investigate any agreements, abusive conduct or combination occurring outside India if such agreement, conduct or combination has an AAEC in India. The CCI has initiated an enquiry against the Company and other car manufacturers collectively referred to hereinafter as the OEMs, pursuant to an allegation that genuine spare parts of automobiles manufactured by the OEMs were not made freely available in the open market in India and, accordingly, anti-competitive practices were carried out by the OEMs.

If the Company is affected, directly or indirectly, by the application or interpretation of any provision of the Competition Act, or any enforcement proceedings initiated by the CCI, or any adverse publicity that may be generated due to scrutiny or prosecution by the CCI or if any prohibition or substantial penalties are levied under the Competition Act, 2002, it would adversely affect the Company’s business, financial condition and results of operations.

Compliance with the SEC’s rules for disclosures on “conflict minerals” may be time consuming and costly as well as result in reputational damage.

Under the Dodd-Frank Act, the SEC has adopted rules that apply to companies that use certain minerals and metals, known as conflict minerals, in their products, including certain products manufactured for them by third parties. The rules require companies to conduct due diligence as to whether or not such minerals originated from the Democratic Republic of Congo or adjoining countries, and further require companies to fi le certain information with the SEC about the use of these minerals. The Company expects to incur additional costs to comply with these due diligence and disclosure requirements. In addition, depending on the Company’s findings or its inability to make reliable findings about the source of any possible conflict minerals that may be used in any products manufactured for the Company by third parties, the Company’s reputation could be harmed.

The Company may be materially and adversely affected by RBI policies and actions.

In June 2015, after the RBI announced an interest rate cut coupled with a cautious statement on inflation, the Bombay Sensex dropped over six hundred (600) points, which may have impacted the price of the Company’s shares or ADSs. The Company can make no assurances about future market reactions to RBI announcements and their impact on the price of its shares or ADSs. Furthermore, the Company’s business could be significantly impacted were the RBI to make major alterations to monetary or financial policy. Certain changes, such as the raising of interest rates, could negatively affect the Company’s sales and consequently its revenue, any of which could have a material adverse effect on the Company’s financial condition.

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The Indian Securities Market is volatile and could affect the Company’s share prices.

Indian stock exchanges, including the BSE, have, in the past, experienced substantial fluctuations in the prices of their listed securities. The problems, if they continue or recur, could affect the market price and liquidity of the securities of Indian companies. These problems have included temporary exchange closures, broker defaults, settlement delays and strikes by brokers. In addition, the governing bodies of the Indian stock exchanges have from time to time imposed restrictions on trading in certain securities, limitations on price movements and margin requirements. Furthermore, from time to time disputes have occurred between listed companies and stock exchanges and other regulatory bodies, which, in some cases, may have had a negative effect on market sentiment.

SEBI received statutory powers in 1992 to assist it in carrying out its responsibility for improving disclosure and other regulatory standards for the securities markets. Subsequently, it has prescribed regulations and guidelines in relation to disclosure requirements, insider dealing and other matters relevant to the securities market. There may, however, not be an adequate level of information available about companies listed on the Indian stock exchanges.

Political changes in India could delay and/or affect the further liberalisation of the Indian economy and materially and adversely affect economic conditions in India generally and the Company’s business in particular.

The Company’s business could be significantly influenced by economic policies adopted by the Government of India. Since 1991, successive governments have pursued policies of economic liberalisation and financial sector reforms. The Government of India has at various times announced its general intention to continue India’s current economic and financial liberalisation and deregulation policies. However, protests against such policies, which have occurred in the past, could slow the pace of liberalisation and deregulation. The rate of economic liberalisation could change, and specific laws and policies affecting foreign investment, currency exchange rates and other matters affecting investment in India could change as well. While the Company expects any new government to continue the liberalisation of India’s economic and financial sectors and deregulation policies, there can be no assurance that such policies will be continued.

The Government of India has traditionally exercised and continues to exercise influence over many aspects of the economy. The Company’s business and the market price and liquidity of the Company’s shares may be affected by interest rates, changes in policy, taxation, social and civil unrest and other political, economic or other developments in or affecting India. In addition, a change in the Government of India’s economic liberalisation and deregulation policies could disrupt business and economic conditions in India generally. Any of these factors could have a material adverse effect on the Company’s financial condition and results of operations.

Terrorist attacks, civil disturbances, regional conflicts and other acts of violence, particularly in India, may disrupt or otherwise adversely affect the markets in which the Company operates, the Company’s business and profitability.

India has from time to time experienced social and civil unrest and hostilities, including terrorist attacks, riots and armed conflict with neighbouring countries. Events of this nature in the future could influence the Indian economy and could have a material adverse effect on the Company’s business as well as the market for securities of Indian companies. Furthermore, India has witnessed local civil disturbances in recent years, and it is possible that future civil unrest as well as other adverse social, economic or political events in India could have an adverse impact on the Company’s business. Such incidents could also create a greater perception that investment in Indian companies involves a higher degree of risk and could have an adverse impact on the Company’s business, results of operations and financial condition.

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Any downgrading of India’s debt rating by a domestic or international rating agency could negatively impact the Company’s business.

Any adverse revisions to India’s credit ratings for domestic and international debt by domestic or international rating agencies may adversely impact the Company’s ability to raise additional financing as well as the interest rates and other commercial terms at which such additional financing is available. This could have an adverse effect on the Company financial results and business prospects, ability to obtain financing for capital expenditures and the price of the Company shares or ADSs.

The Company will be required to prepare financial statements under Ind-AS (which is India’s convergence to IFRS).

The Company currently prepares annual and interim financial statements under Indian GAAP and annual financial statements under IFRS. The Company will be required to prepare annual and interim financial statements under Indian Accounting Standard 101 “First-time Adoption of Indian Accounting Standards”, or Ind-AS from April 1, 2016.

Ind-AS differs in certain respects from Indian GAAP and IFRS and therefore financial statements prepared under Ind-AS may be substantially different from financial statements prepared under Indian GAAP or IFRS. There can be no assurance that the Company’s financial condition, results of operation, cash flow or changes in shareholders’ equity will not be presented differently under Ind-AS compared to Indian GAAP or IFRS. When the Company adopts Ind-AS reporting, it may encounter difficulties in the ongoing process of implementing and enhancing its management information systems. There can be no assurance that the adoption of Ind-AS will not adversely affect the Company’s financial condition or results of operations.

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BRIEF DETAILS ABOUT THE ISSUER

Name: Tata Motors Limited

Registered Office of the Company:

Bombay House, 24 Homi Mody Street, Mumbai 400 001

Corporate Office of the Company:

Bombay House, 24 Homi Mody Street, Mumbai 400 001

CIN No. CIN: L28920MH1945PLC004520 Phone No.: +91-22-6665 8282 Fax No.: +91-22-6665 7799 Compliance Officer of the Company:

Mr. H. K. Sethna

Email: [email protected] CFO of the Company: Mr. C Ramakrishnan

Website: www.tatamotors.com

Sole Arranger:

Kotak Mahindra Bank Limited 27BKC, Plot No. C - 27, G Block, Bandra Kurla Complex, Bandra East, Mumbai-400051 CIN L65110MH1985PLC038137 Tel: +91-22-61660530 Fax: +91-22-66596440 Email: [email protected]

Debenture Trustee: IL&FS Trust Company Limited The IL&FS Financial Centre, 7th Floor, East Quadrant, Plot C- 22, G Block, Bandra Kurla Complex, Bandra (E), Mumbai 400051 email id : [email protected] Fax No : + 91 22 2653 3297

Registrar to the Issue: TSR Darashaw Limited 6-10, Haji Moosa Patrawala Ind. Estate, 20, Dr. E. Moses Road, Mahalaxmi, Mumbai- 400 011. Tel No. +91 22 6656 8484 Fax No. +91 22 6656 8494

Credit Rating Agency:

Credit Analysis & Research Limited (CARE) 4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (East), Mumbai – 400 022. Tel no +91 22 6754 3456 Fax no +91 22 6754 3457

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Auditors: Deloitte Haskins & Sells LLP Chartered Accountants Indiabulls Finance Centre - Tower 3, 31st Floor, Elphinstone Mill Compound, Senapati Bapat Marg, Elphinstone (West), Mumbai – 400 013.

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A. BRIEF SUMMARY OF THE BUSINESS / ACTIVITIES OF TATA MOTORS LIMITED

(I) OVERVIEW

The Tata Group, founded by Jamsetji Tata in the mid-19th century, is one of India’s largest and most respected business conglomerates with over 100 operating companies in seven business sectors and revenues of approx. US$ 108.78 billion in fiscal 2015. Tata Motors Limited is India's largest automobile company and with consolidated gross revenues of US$ 42.19 billion in fiscal 2015, it is the largest company based on revenue in the Tata Group. In September 2004, TML was the first company from India’s engineering sector to list on the New York Stock Exchange. TML is one of India’s foremost leaders in commercial vehicles sold in each segment, and among the top six passenger vehicle manufacturers in terms of units sold in India during fiscal 2015. It has the widest portfolio of automotive products, ranging from sub-one ton to 49-ton GVW trucks (including pickups) and from small, medium, and large buses and coaches to passenger cars and utility vehicles. In addition, through Tata Daewoo Commercial Vehicle Co. Ltd. (TDCV), its wholly-owned subsidiary in South Korea, it manufactures a range of high horsepower trucks ranging from 220 horsepower to 500 horsepower, including dump trucks, tractor-trailers, mixers and cargo vehicles. TML’s automotive operations in India include the design, manufacture, assembly and sale of the above-mentioned products, related parts and accessories and the financing business of its vehicles.

In June 2008, Tata Motors Limited acquired the Jaguar Land Rover business from Ford Motor Company. Jaguar Land Rover is a global premium automotive business, which designs, engineers and manufactures Jaguar luxury performance cars and Land Rover premium all-terrain vehicles. Jaguar Land Rover has internationally recognized brands, a strong product portfolio of award winning luxury performance cars and premium all-terrain vehicles, brand specific global distribution networks and strong research and development capabilities. As part of the acquisition, TML acquired the global businesses relating to Jaguar Land Rover, including three major manufacturing facilities and two advanced design and engineering facilities in the United Kingdom, together with national sales companies in several countries.

The Company’s sales and distribution network in India as of March 31, 2015, comprises approximately 3,904 sales and service contact points for the Passenger and Commercial Vehicle businesses. In line with the growth strategy, TML has formed a 100% subsidiary, TML Distribution Company Limited, or TDCL, in March 2008 to act as a dedicated logistics management company to support the sales and distribution operations of TML’s vehicles in India. TDCL provides logistic support for vehicles manufactured in TML’s facilities and has set up stocking points at some of its plants and also at different places throughout India. TDCL helps in improving planning, inventory management, transport management and on-time delivery. TML also markets its commercial and passenger vehicles in several countries in Europe, Africa, the Middle East, South East Asia, South Asia and other African countries. TML has a network of distributors in almost all of the countries where it exports the vehicles. TML operates six principal automotive manufacturing facilities in India. The first facility was established in 1945 at Jamshedpur in the state of Jharkhand in eastern India. TML commenced construction of a second facility in 1966 (production commencing in 1976) at Pune, in the state of Maharashtra in western India, a third in 1985 (with production commencing in 1992) at Lucknow, in the state of Uttar Pradesh in northern India, a fourth at Pantnagar in the state of Uttarakhand in northern India which commenced operations in fiscal 2008, and a fifth at Sanand in Gujarat for manufacturing of the Tata Nano, which commenced operations in June, 2010. The Company started manufacturing facility at Dharwad in the state of Karnataka in February 2012. TML has set up a plant for the manufacture of Tata Marcopolo buses under its joint venture with Marcopolo at Dharwad in Karnataka and at Lucknow in Uttar Pradesh.

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TML has also set up research and development facilities, Tata Motors European Technical Centre Plc in the United Kingdom. TDCV’s manufacturing facilities are based in Gunsan, South Korea. TDCV has received the ISO/TS 16949 certification, an international quality systems specification given by SGS UK Ltd., an International Automotive Task Force (IATF) accredited certification body. TDCV is the first Korean automobile original equipment manufacturer to be awarded the same. Fiat India Automobiles Limited, its joint venture with Fiat Group Automobiles S.p.A, has its manufacturing facility located at Ranjangaon in the state of Maharashtra. The plant is used for manufacturing of Tata and Fiat branded cars as well as engines and transmissions for use by both the partners. Tata Motors (Thailand) Limited is a joint venture with Thonburi Automotive Assembly Plant Co. Limited, Thailand, for the manufacture and assembly of pickup trucks. The manufacturing facility is located in Samutprakarn province, Thailand. Jaguar Land Rover operates three principal automotive manufacturing facilities and an engine manufacturing facility in the United Kingdom, as well as an automotive manufacturing facility in China as part of its joint venture with Chery Automobile Company Ltd. In December 2014, Jaguar Land Rover began construction on a new production facility in Brazil. In December 2015, Jaguar Land Rover has confirmed Slovakia as the location for its next manufacturing site with an initial capacity of 150,000 vehicles and construction will commence in 2016.

Automotive operations

TML produces a wide range of automotive products, that includes passenger cars, utility vehicles, commercial vehicles (ranging from light to heavy), commercial passenger carriers, defense vehicles, international luxury cars and premium all-terrain vehicles and the peoples’ car i.e. Tata Nano.

The category wise unit sales in the domestic market and exports for FY 2016 (9 months up to December 2015), FY 2015, FY 2014 and FY 2013 on a non-consolidated basis are set forth in the table below:

Sr. No.

Category FY 2016 (9 months up to

December 2015)

FY 2015 FY2014 FY2013

(No. of Units) Domestic Sales 1 M&HCV 1,09,620 1,26,369 1,09,984 1,42,764 2 LCV 1,18,515 1,91,411 2,67,925 3,93,468 3 Cars (Tata + Fiat) 82,300 1,09,499 1,07,849 1,79,695 4 Utility Vehicles / Vans 14,413 24,279 31,192 47,136 5 Jaguar / Land Rovers 1,653 2,875 2,805 2,494 Total 3,26,501 4,54,433 5,19,755 7,65,557 Exports from India 40,923 49,936 49,922 50,938

Installed Capacity

As of March 31, 2015, the Company’s total vehicle production capacity in India determined on the basis of two production shifts per day (except Uttarakhand plant for which capacity is on three shift basis) and including capacity for the manufacture of replacement parts, was 16,37,000 units annually. These are estimated production capacity on a double shift basis for all plants (except Uttarakhand plant for which

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capacity is on three shift basis) for manufacture of Medium and Heavy Commercial Vehicles, Light Commercial Vehicles, Utility Vehicles and Passenger Cars.

Research & Development

The Company’s research and development activities focus on product development, environmental technologies and vehicle safety. The Company’s Engineering Research Centre, or ERC, established in 1966, is one of the few in-house automotive research and development centres in India recognised by the Government. ERC is integrated with all of the Tata Motors Global Automotive Product Design and Development Centers in South Korea, Italy and the United Kingdom. In addition to this, the Company leverages key competencies through various engineering service suppliers and design teams of its suppliers.

The Company has a passenger car electrical and electronics facility for the development of hardware-in-the-loop systems, labcars and infotainment systems to achieve system and component integration. The Company has an advance engineering workshop, with a lithium-ion battery module, for the development of electric vehicle and hybrid products. The Company has a crash test facility for passive safety development in order to meet regulatory and consumer group test requirements and evaluate occupant safety, which includes a full vehicle level crash test facility, a sled test facility for simulating the crash environment on subsystems, a pedestrian safety testing facility, a high strain rate machine and a pendulum impact test facility for goods carrier vehicles. This facility is also supported with computer-aided engineering infrastructure to simulate tests in a digital environment. The Company’s safety development facilities also incorporate other equipment the Company believes will help improve the safety and design of its vehicles, such as an emission labs engine development facility, a testing facility for developing vehicles with lower noise and vibration levels, an engine emission and performance development facility and an eight poster test facility that helps to assess structural durability of M&HCVs. In addition, the Company is installing a new engine noise test facility and transmission control unit which the Company expects will aid powertrain development. Other key facilities include a full vehicle environmental testing facility, a material pair compatibility equipment corrosion test facility, heavy duty dynamometers and aggregate endurance test rigs.

The Company’s product design and development centres aim to create a highly scalable digital product development and virtual testing and validation environment, targeting to a reduced of product development cycle-time, improved quality and ability to create multiple design options. Global design studios are key part of the Company’s product conceptualisation strategy. The Company has aligned its end-to-end digital product development objectives and infrastructure with its business goals and has made significant investments to enhance its capabilities, especially in the areas of product development through computer-aided design, computer aided manufacturing, computer-aided engineering, knowledge-based engineering, product lifecycle management and manufacturing planning. In specific engineering review processes, such as digital mock up, and virtual build and validation, the Company has been able to provide capabilities for reduced time and increased quality in product designs. The design IP is managed through a product lifecycle management system, enabling backbone processes, the Company has institutionalized ‘issue tracking’ work flow based systems in various domains to manage them effectively.

The Company has initiated a technology platform for small electric vehicles with a GVW of 1 tonne with the National Automotive Board, SIAM and other original equipment manufacturers. In addition, the Company’s research and development activities also focus on developing vehicles that consume alternative fuels, including CNG, liquefied petroleum gas, bio-diesel, compressed air and electricity. The Company is continuing to develop green technology vehicles and is presently developing an electric vehicle on the small commercial vehicle platform. The Company is pursuing alternative fuel options such as ethanol blending. Furthermore, the Company is working on development of vehicles fueled by hydrogen.

The Company is also pursuing various initiatives, such as the introduction of premium lightweight architecture, to enable its business to comply with the existing and evolving emissions legislations in the

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developed world, which it believes will be a key enabler of both reduction in CO2 emissions and further efficiencies in manufacturing and engineering.

The Company has implemented initiatives in vehicle electronics, such as engine management systems, in-vehicle network architecture and multiplexed wiring. The Company is in the process of implementing electronic stability programs, automated and automatic transmission systems, telematics for communication and tracking, anti-lock braking systems and intelligent transportation systems. The Company has implemented new driver information technologies and high performance infotainment systems with IT enabled services. Likewise, various new technologies and systems including hybrid technologies that would improve the safety, performance and emissions of the Company’s product range are being implemented in its passenger cars and commercial vehicles.

The Company is developing an enterprise-level vehicle diagnostics system with global connectivity in order to achieve faster diagnostics of complex electronics in vehicles in order to provide prompt service to customers. The Company is also developing prognostic data collection and analysis for failure prediction to the end customer. Furthermore, the Company’s initiative in telematics has expanded into a fleet management, driver information and navigation systems, and vehicle tracking system using global navigation satellite systems. The Company intends to incorporate Wi-Fi and Bluetooth interfaces in its vehicles to facilitate secure and controlled connectivity to third-party IT enabled devices.

In 2006, the Company established a wholly-owned subsidiary, TMETC, to augment the abilities of its Engineering Research Centre, or ERC, with an objective to obtain access to leading-edge technologies to support product development activities. In October 2010, the Company also acquired a design house in Italy, Trilix.

(II) CORPORATE STRUCTURE Subsidiaries, Associate Companies and Joint Ventures TML had the following consolidated subsidiaries and associates and other related entities as of December 31, 2015:

Sr. No. NAME OF THE COMPANY Shareholding

% (A) DIRECT SUBSIDIARIES 1 Concorde Motors (India) Limited 100.00 2 Sheba Properties Limited * 100.00 3 TAL Manufacturing Solutions Limited 100.00 4 Tata Motors European Technical Centre PLC 100.00 5 Tata Motors Insurance Broking and Advisory Services Limited 100.00 6 Tata Motors Finance Limited 100.00 7 TML Holdings Pte. Limited 100.00 8 TML Distribution Company Limited 100.00 9 Tata Hispano Motors Carrocera S.A. 100.00

10 Tata Hispano Motors Carrocerries Maghreb SA 100.00 11 TML Drivelines Limited 100.00 12 Trilix S.r.l. 80.00 13 Tata Precision Industries Pte. Limited 78.39 14 Tata Technologies Limited 72.32 15 Tata Marcopolo Motors Limited 51.00 (B) INDIRECT SUBSIDIARIES (i) Subsidiaries of TML Holdings Pte. Ltd.

16 Tata Daewoo Commercial Vehicle Company Limited 100.00

17 Tata Daewoo Commercial Vehicle Sales and Distribution Company Limited 100.00

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18 Tata Motors (Thailand) Limited 95.28 19 Tata Motors (SA) (Proprietary) Limited 60.00 20 PT Tata Motors Indonesia 100.00 21 PT Tata Motors Distribusi Indonesia 100.00

22 TMNL Motor Services Nigeria Limited (Incorporated w.e.f. September

2, 2015) 100.00 23 Jaguar Land Rover Automotive Plc 100.00 (ii) Subsidiaries of Jaguar Land Rover Automotive Plc

24 Jaguar Land Rover Limited 100.00 25 Jaguar Land Rover Austria GmbH 100.00 26 Jaguar Land Rover Japan Limited 100.00 27 JLR Nominee Company Limited 100.00 28 Jaguar Land Rover Deutschland GmbH 100.00 29 Jaguar Land Rover North America LLC 100.00 30 Jaguar Land Rover Nederland BV 100.00 31 Jaguar Land Rover Portugal - Veículos e Peças, Lda. 100.00 32 Jaguar Land Rover Australia Pty Limited 100.00 33 Jaguar Land Rover Italia Spa 100.00 34 Jaguar Land Rover Korea Company Limited 100.00 35 Jaguar Land Rover Automotive Trading (Shanghai) Company Limited 100.00 36 Jaguar Land Rover Canada ULC 100.00 37 Jaguar Land Rover France, SAS 100.00 38 Jaguar Land Rover (South Africa) (Pty) Limited 100.00 39 Jaguar e Land Rover Brasil Importacao e Comercia de Veiculos Ltda 100.00 40 Limited Liability Company "Jaguar Land Rover" (Russia) 100.00 41 Jaguar Land Rover (South Africa) Holdings Limited 100.00 42 Jaguar Land Rover India Limited 100.00 43 Jaguar Land Rover Espana SL 100.00 44 Jaguar Land Rover Belux NV 100.00 45 Jaguar Land Rover Holdings Limited 100.00 46 Jaguar Cars South Africa (Pty) Limited 100.00 47 The Jaguar Collection Limited 100.00 48 Jaguar Cars Limited 100.00 49 Land Rover Exports Limited 100.00 50 Land Rover Ireland Limited 100.00 51 Land Rover Parts Limited (Dissolved with effect from July 14, 2015) 100.00 52 The Daimler Motor Company Limited 100.00 53 Daimler Transport Vehicles Limited 100.00 54 S.S. Cars Limited 100.00 55 The Lanchester Motor Company Limited 100.00 56 Shanghai Jaguar Land Rover Automotive Services Company Limited 100.00 57 Jaguar Land Rover Pension Trustees Limited 100.00 58 JDHT Limited 100.00

59 Silkplan Limited (Acquired by Jaguar Land Rover Limited on April 16,

2015) 100.00 60 Jaguar Land Rover Slovakia s.r.o (Incorporated w.e.f. November 9, 2015) 100.00

61 Jaguar Land Rover Singapore Pte. Ltd (Incorporated w.e.f. November 25,

2015) 100.00 (iii) Subsidiaries of Tata Technologies Ltd.

62 Tata Technologies Inc. 72.37 63 Tata Technologies (Canada) Inc. 72.37 64 Tata Technologies de Mexico, S.A. de C.V. 72.37

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65 Tata Technologies Pte Limited 72.32 66 Tata Technologies (Thailand) Limited 72.32 67 Tata Technologies Europe Limited 72.32 68 INCAT International Plc. 72.32 69 INCAT GmbH 72.32 70 Cambric Limited 72.32 71 Tata Technologies SRL 72.32 72 Cambric GmbH 72.32 73 Cambric UK Limited 72.32 74 Midwest Managed Services Inc. 72.32 75 Cambric Manufacturing Technologies (Shanghai) Company Limited 72.32 (iv) Subsidiary of Tata Motors Finance Ltd.

76 Tata Motors Finance Solutions Limited (Converted from Pvt. Ltd. with

effect from June 4, 2015) 100.00

(C) ASSOCIATES 1 Jaguar Cars Finance Limited 49.90 2 Automobile Corporation of Goa Limited 47.19 3 Nita Company Limited 40.00 4 Tata Hitachi Construction Machinery Company Private Limited 39.99 5 Tata Precision Industries (India) Limited 39.19 6 Tata AutoComp Systems Limited 26.00 (D) JOINT VENTURES 1 Tata Cummins Private Limited 50.00 2 Fiat India Automobiles Private Limited 50.00 3 Chery Jaguar Land Rover Automotive Company Limited 50.00 4 Chery Jaguar Land Rover Auto Sales Company Limited 50.00 5 Spark44 (JV) Limited 50.00 6 TATA HAL Technologies Limited 36.16

* The Company has divested its entire stake in Sheba Properties Limited to Tata Motors Finance Limited, a subsidiary of the Company on March 31, 2016.

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(III) KEY OPERATIONAL / FINANCIAL PARAMETERS FOR THE HALF YEAR ENDED SEPTEMBER 30, 2015 AND THE LAST 3 YEARS

A. Consolidated (` in Crores)

S. No.

Parameters Half year ended

September 30, 2015

Year ended March 31,

2015

Year ended

March 31, 2014

Year ended

March 31, 2013

1. Share Capital 679.18 643.78 643.78 638.07 2. Reserves and surplus 80,266.09 55,618.14 64,959.67 36,999.23 3. Net worth 80,945.27 56,261.92 65,603.45 37,637.30 4. Minority Interest 416.45 433.34 420.65 370.48 5. Total debt 72,065.38 73,610.39 60,642.28 53,715.71

of which - non current maturities of long term borrowings 53,306.29 56,071.34 45,258.61 32,155.29

- Short term borrowings 12,844.10 13,140.14 9,695.86 11,620.21 -Current maturities of long term

borrowings 5,914.99 4,398.91 5,687.81 9,940.21 6. Net fixed assets 126,499.73 1,12,422.59 97,375.40 69,862.91 7. Non current assets 24,459.59 24,477.00 26,777.59 26,361.78 8. Cash and cash equivalents 16,896.51 21,128.33 16,627.98 12,350.97 9. Current investments 8,974.02 14,096.24 9,572.28 7,542.32 10. Current assets 78,683.72 66,533.83 69,645.07 54,260.26 11. Non current liabilities 22,661.19 25,619.39 16,359.48 13,669.51 12. Current liabilities 79,425.28 82,732.95 76,972.46 64,985.24 13. Net sales (net of excise) (including

Other income) 123,172.77 2,63,695.07 2,33,662.25 189,608.28 14. EBITDA 17,539.52 42,113.82 37,418.57 26,617.57 15. EBIT (including Other income) 5,520.82 26,564.05 23,618.41 17,207.58 16. Interest 2,276.71 4,861.49 4,749.44 3,560.25 17. Profit for the period (after minority

interest and share of profit / (loss) of associates) 2,339.15 13,986.29 13,991.02 9,892.61

18. Dividend amounts (including DDT) -

(33.19) 690.08 756.14

19. Current ratio 0.99 0.80 0.90 0.83 20. Gross debt/ equity ratio 0.89 1.31 0.92 1.43

B. Standalone

(₹ in Crores) S. No

Parameters Half year ended

September 30, 2015

Year ended

March 31, 2015

Year ended

March 31, 2014

Year ended

March 31, 2013

1. Share Capital 679.18 643.78 643.78 638.07 2. Reserves and surplus 21,453.40 14,218.81 18,532.87 18,496.77 3. Net worth 22,132.58 14,862.59 19,176.65 19,134.84 4. Total debt 17,920.38 21,134.41 15,052.80 16,798.95

Information Memorandum

For Private Circulation Only

34

S. No

Parameters Half year ended

September 30, 2015

Year ended

March 31, 2015

Year ended

March 31, 2014

Year ended

March 31, 2013

of which - non current maturities of Long term borrowings 11,767.04 12,318.96 9,746.45 8,051.78

- Short term borrowings 4,681.44 7,762.01 4,769.08 6,216.91 - Current maturities of Long term borrowings 1,471.90 1,053.44 537.27 2,530.26

5. Net fixed assets 21,992.51 21,824.02 21,595.64 20,208.54 6. Non current assets 19,624.73 19,546.18 21,399.72 21,841.27 7. Cash and cash equivalents 198.52 861.95 198.68 205.57 8. Current investments 1,526.18 20.22 100.85 1,762.68 9. Current assets 10,373.94 7,690.80 6,439.53 8,166.71 10. Non current liabilities 2,126.41 2,390.99 2,013.79 3,893.54 11. Current liabilities 11,536.51 11,555.18 13,491.18 12,357.44 12. Net sales (net of excise) (including Other

income) 20,997.50 38,176.15 38,121.14 46,853.92 13. EBITDA 1,149.83 (800.01) (466.75) 2,156.98 14. EBIT (including Other Income) 775.61 (2,363.04) 327.38 1,575.93 15. Interest 791.65 1,611.68 1,353.18 1,401.00 16. PAT (29.90) (4,738.95) 334.52 301.81 17. Dividend amounts (including DDT) - (93.40) 666.27 724.23 18. Current ratio 0.90 0.67 0.48 0.66 19. Interest coverage ratio 0.97 (3.61) (0.76) 1.29 20. Debt Service Coverage Ratios 0.56 (0.48) (0.11) 0.10 21. Gross debt/ equity ratio 0.81 1.42 0.78 0.88

GROSS DEBT: EQUITY RATIO OF THE COMPANY Before the issue of debt securities* 0.81 After the issue of debt securities ** 0.83

* Based on the December 31, 2015 standalone financials

** Based on the December 31, 2015 standalone financials after part repayment of existing debt

Information Memorandum

For Private Circulation Only

35

BRIEF HISTORY OF THE ISSUER

(I) DETAILS OF SHARE CAPITAL AS ON MARCH 31, 2016:

(In`)

Authorised Share Capital 3,500,000,000 Ordinary Shares of `2/- each 7,000,000,000 1,000,000,000 ‘A’ Ordinary Shares of `2/- each 2,000,000,000 300,000,000 Convertible Cumulative Preference Shares of `100/- each 30,000,000,000

Total 39,000,000,000 Issued Capital 2,887,842,351 Ordinary Shares of `2/- each 5,775,684,702 508,736,805 ‘A’ Ordinary Shares of `2/- each 1,017,473,610 Total 6,793,158,312 Subscribed Capital 2,887,203,602 Ordinary Shares of `2/- each 5,774,407,204 508,476,704 ‘A’ Ordinary Shares of `2/- each 1,016,953,408 Total 6,791,360,612 Paid- up Capital 2,887,203,602 Ordinary Shares of `2/- each 5,774,407,204 Less: Calls in arrears: i) 68,490 Ordinary Shares of `2/- each (`1/-outstanding

on each) 68,490

ii) 260 Ordinary Shares of `2/- each (`0.50 outstanding on each) 130

68,750 Shares 68,620 5,774,338,584 Add: Share Forfeiture iii) Paid up value of partly paid Ordinary Shares which had

been forfeited in 1998-99 and 1999-2000 due to non-receipt of call monies.

477,945

Ordinary Shares of `2/- each 5,774,816,529 ‘A’ Ordinary Shares of `2/- each 1,016,953,408 Grand Total 6,791,769,937

(II) CHANGES IN ITS CAPITAL STRUCTURE AS ON MARCH 31, 2016 FOR THE LAST FIVE YEARS;-

Date of Change (AGM/EGM)

In ` Particulars

July 14, 2008 (Postal ballot)

34,50,00,00,000 Authorised Share Capital increased from ` 450,00,00,000 divided into 45,00,00,000 Ordinary Shares of `10/- each to ` 3,900,00,00,000 divided into 70,00,00,000 Ordinary Shares of `10/- each, 20,00,00,000 'A' Ordinary Shares of `10/- each and 30,00,00,000 Convertible Cumulative Preference Shares of ` 100/- each by the creation of 25,00,00,000 Ordinary Shares of `10/- each, 20,00,00,000 'A' Ordinary Shares of `10/- each and 30,00,00,000 Convertible Cumulative Preference Shares of `100/- each

Information Memorandum

For Private Circulation Only

36

Date of Change (AGM/EGM)

In ` Particulars

August 12, 2011 (AGM)

Split of face value of Ordinary Share and ‘A’ Ordinary Share from `10 to ` 2 each

70,00,00,000 Ordinary Shares and 20,00,00,000 ‘A’ Ordinary Shares both having a face value of `10/- each in the Authorised Share Capital sub-divided into 3,50,00,00,000 Ordinary Shares and 1,00,00,00,000 ‘A’ Ordinary Shares both of `2/- each.

(III) EQUITY SHARE CAPITAL HISTORY OF THE COMPANY AS ON LAST QUARTER END, FOR THE LAST FIVE YEARS

Date of Allotment

No. of Ordinary Shares (OS)

No. of ‘A’ Ordinary

Shares (AOS)

Face Value(`)

Issue Price

(`)

Consideration

Nature of Allotment

Cumulative (for last 5 years) Equity Share Premium (`)

No. of OS No. of AOS

Equity Share Capital (`)

Balance as on March 31, 2010

506,381,170 64,176,374 5,705,575,440

April 30, 2010

186 10 340 Cash Allotment of shares kept in Abeyance-Rights-2008

506,381,356 64,176,374 5,705,577,300

61,380

April 30, 2010

186 10 305 Cash Allotment of shares kept in Abeyance-Rights-2008

506,381,356 64,176,560 5,705,579,160

54,870

July 26, 2010

120 10 340 Cash Allotment of shares kept in Abeyance-Rights-2008

506,381,476 64,176,560 5,705,580,360

39,600

July 26, 2010

120 10 305 Cash Allotment of shares kept in Abeyance-Rights-2008

506,381,476 64,176,680 5,705,581,560

35,400

October 11, 2010

8,320,300 10 1074 Cash Allotment of share on preferential basis to QIBs

514,701,776 64,176,680 5,788,784,560

8,852,799,200

October 11, 2010

32,165,000 10 764 Cash Allotment of share on preferential basis to QIB

514,701,776 96,341,680 6,110,434,560

24,252,410,000

November 15, 2010

7,758,937 10 613.77 Conversion

Ordinary shares allotted on conversion of FCCN (due 2014)

522,460,713 96,341,680 6,188,023,930

4,684,613,392

November 30, 2010

2,155,414 10 736.72 Conversion

Ordinary shares allotted on conversion of FCCN (due 2011)

524,616,127 96,341,680 6,209,578,070

1,566,382,462

November 30, 2010

6,356,447 10 613.77 Conversion

Ordinary shares allotted on conversion of FCCN (due 2014)

530,972,574 96,341,680 6,273,142,540

3,837,832,005

Information Memorandum

For Private Circulation Only

37

Date of Allotment

No. of Ordinary Shares (OS)

No. of ‘A’ Ordinary

Shares (AOS)

Face Value(`)

Issue Price

(`)

Consideration

Nature of Allotment

Cumulative (for last 5 years) Equity Share Premium (`)

No. of OS No. of AOS

Equity Share Capital (`)

December 20, 2010

601,157 10 736.72 Conversion

Ordinary shares allotted on conversion of FCCN (due 2011)

531,573,731 96,341,680 6,279,154,110

436,872,815

December 20, 2010

5,150,005 10 613.77 Conversion

Ordinary shares allotted on conversion of FCCN (due 2014)

536,723,736 96,341,680 6,330,654,160

3,109,418,519

December 21, 2010

40 10 65 Allotment of shares kept in Abeyance-Rights-2001

536,723,776 96,341,680 6,330,654,560

2,200

December 21, 2010

16 10 120 Allotment of shares on exercise of warrants kept in Abeyance-Rights-2001

536,723,792 96,341,680 6,330,654,720

1,760

December 21, 2010

26 10 340 Allotment of shares kept in Abeyance-Rights-2008

536,723,818 96,341,680 6,330,654,980

8,580

December 21, 2010

26 10 305 Allotment of shares kept in Abeyance-Rights-2008

536,723,818 96,341,706 6,330,655,240

7,670

January 17, 2011

287,066 10 736.72 Ordinary shares allotted on conversion of FCCN (due 2011)

537,010,884 96,341,706 6,333,525,900

208,616,604

January 17, 2011

158,345 10 613.77 Ordinary shares allotted on conversion of FCCN (due 2014)

537,169,229 96,341,706 6,335,109,350

95,603,961

February 28, 2011

35,712 10 736.72 Ordinary shares allotted on conversion of FCCN (due 2011)

537,204,941 96,341,706 6,335,466,470

25,952,625

February 28, 2011

11,929 10 945.34 0 Coupon FCCN allotment

537,216,870 96,341,706 6,335,585,760

11,157,671

March 30, 2011

1,055,414 10 736.72 Ordinary shares allotted on conversion of FCCN (due 2011)

538,272,284 96,341,706 6,346,139,900

766,990,462

May 23, 2011

160 10 65 Allotment of shares kept in Abeyance-Rights-2001

538,272,444 96,341,706 6,346,141,500

8,800

May 23 ,2011

64 10 120 Allotment of shares on exercise of warrants kept in Abeyance-Rights-2001

538,272,508 96,341,706 6,346,142,140

7,040

May 23, 2011

49,975 10 340 Allotment of shares kept in Abeyance-Rights-2008

538,322,483 96,341,706 6,346,641,890

16,491,750

Information Memorandum

For Private Circulation Only

38

Date of Allotment

No. of Ordinary Shares (OS)

No. of ‘A’ Ordinary

Shares (AOS)

Face Value(`)

Issue Price

(`)

Consideration

Nature of Allotment

Cumulative (for last 5 years) Equity Share Premium (`)

No. of OS No. of AOS

Equity Share Capital (`)

May 23, 2011

44,765 10 305 Allotment of shares kept in Abeyance-Rights-2008

538,322,483 96,386,471 6,347,089,540

13,205,675

Sub-division of Ordinary Shares and ‘A’ Ordinary Shares to face value of `2 each

Total if face value is `10 538,322,483 96,386,471 6,347,089,54

0

Converted into face value of `2 (Sub-division) 2,691,612,4

15 481,932,35

5 6,347,089,54

0

October 10, 2011

665 2 68 Allotment of shares kept in Abeyance-Rights-2008

2,691,613,080

481,932,355

6,347,090,870

43,890

October 10, 2011

665 2 61 Allotment of shares kept in Abeyance-Rights-2008

2,691,613,080

481,933,020

6,347,092,200

39,235

December 19, 2011

200 2 13 Allotment of shares kept in Abeyance-Rights-2001

2,691,613,280

481,933,020

6,347,092,600

2,200

December 19, 2011

80 2 24 Allotment of shares on exercise of warrants kept in Abeyance-Rights-2001

2,691,613,360

481,933,020

6,347,092,760

1,760

December 19, 2011

95 2 68 Allotment of shares kept in Abeyance-Rights-2008

2,691,613,455

481,933,020

6,347,092,950

6,270

December 19, 2011

95 2 61 Allotment of shares kept in Abeyance-Rights-2008

2,691,613,455

481,933,115

6,347,093,140

5,605

April 9, 2012

25 2 68 Allotment of shares kept in Abeyance-Rights-2008

2,691,613,480

481,933,115

6,347,093,190

1,650

April 9, 2012

26,075 2 61 Allotment of shares kept in Abeyance-Rights-2008

2,691,613,480

481,959,190

6,347,145,340

1,538,425

April 30, 2012

22,370 2 181.434

Conversion of CARS FCCN 2012

2,691,635,850

481,959,190

6,347,190,080

4,013,939

May 11, 2012

16,095,391 2 119.34 Ordinary shares allotted on conversion of FCCN (due 2014)

2,707,731,241

481,959,190

6,379,380,862

1,888,633,180

November 20, 2012

115,585 2 120.119

Ordinary shares allotted on conversion of FCCN (due 2014)

2,707,846,826

481,959,190

6,379,612,032

13,652,785

Information Memorandum

For Private Circulation Only

39

Date of Allotment

No. of Ordinary Shares (OS)

No. of ‘A’ Ordinary

Shares (AOS)

Face Value(`)

Issue Price

(`)

Consideration

Nature of Allotment

Cumulative (for last 5 years) Equity Share Premium (`)

No. of OS No. of AOS

Equity Share Capital (`)

January 7,2013

430 2 68 Allotment of shares kept in Abeyance-Rights-2008

2,707,847,256

481,959,190

6,379,612,892

28,380

January 7,2013

430 2 61 Allotment of shares kept in Abeyance-Rights-2008

2,707,847,256

481,959,620

6,379,613,752

25,370

January 7,2013

480 2 13 Allotment of shares kept in Abeyance-Rights-2001

2,707,847,736

481,959,620

6,379,614,712

5,280

January 7,2013

190 2 24 Allotment of shares on exercise of warrants kept in Abeyance-Rights-2001

2,707,847,926

481,959,620

6,379,615,092

4,180

February 11, 2013

308,225 2 120.119

Ordinary shares allotted on conversion of FCCN (due 2014)

2,708,156,151

481,959,620

6,380,231,542

36,407,229

May 14, 2013

11,789,695 2 120.119

Conversion

Ordinary shares allotted on conversion of FCCN (due 2014)

2,719,945,846

481,959,620

6,403,810,932

1,392,586,984

June 4, 2013

16,759,871 2 120.119

Conversion

Ordinary shares allotted on conversion of FCCN (due 2014)

2,736,705,717

481,959,620

6,437,330,674

1,979,659,203

November 20, 2013

7180 2 68 Cash Allotment of shares kept in Abeyance-Rights-2008

2,736,712,897

481,959,620

6,437,345,034

473,880

November 20, 2013

7180 2 61 Cash Allotment of shares kept in Abeyance-Rights-2008

2,736,712,897

481,966,800

6,437,359,394

423,620

March 3, 2014

60 2 13 Cash

Allotment of shares on exercise of warrants kept in Abeyance-Rights-2001

2,736,712,957

481,966,800

6,437,359,514

660

March 3, 2014

10 2 24 Cash Allotment of shares on exercise of warrants kept in Abeyance-Rights-2001

2,736,712,967

481,966,800

6,437,359,534

220

March 3, 2014

10 2 24 Cash Allotment of shares on exercise of warrants kept in Abeyance-Rights-2001

2,736,712,977

481,966,800

6,437,359,554

220

March 3, 2014

145 2 68 Cash Allotment of shares kept in Abeyance-Rights-2008

2,736,713,122

481,966,800

6,437,359,844

9,570

Information Memorandum

For Private Circulation Only

40

Date of Allotment

No. of Ordinary Shares (OS)

No. of ‘A’ Ordinary

Shares (AOS)

Face Value(`)

Issue Price

(`)

Consideration

Nature of Allotment

Cumulative (for last 5 years) Equity Share Premium (`)

No. of OS No. of AOS

Equity Share Capital (`)

March 3, 2014

145 2 61 Cash Allotment of shares kept in Abeyance-Rights-2008

2,736,713,122

481,966,945

6,437,360,134

8,555

May 13, 2015

150,490,480 26,509,759 2 450 for OS and 271 for

AOS

Cash Allotment of shares pursuant to Rights Issue

2,887,203,602

508,476,704

6,791,360,612

74,550,860,211

Note: There are no remarks in respect of the aforesaid information. Hence the “Remarks” column has been excluded from the above table.

(IV) DETAILS OF ACQUISITION / AMALGAMATION IN THE LAST ONE YEAR

In the last one year, the Company has not made any material acquisition / amalgamation.

(V) DETAILS OF REORGANISATION / RECONSTRUCTION IN THE LAST ONE YEAR

In the last one year, the Company has not undertaken any material Re-organisation / Reconstruction.

Information Memorandum

For Private Circulation Only

41

B. DETAILS OF SHAREHODING OF THE COMPANY AS ON MARCH 31, 2016

(I) SHAREHOLDING PATTERN OF THE COMPANY AS ON MARCH 31, 2016

Shareholding Pattern (Ordinary Shares) as on March 31, 2016

Sr. No.

Particulars Total No. of Equity Shares held

No. of Equity shares held in dematerialized Form

Total Shareholding as % of total No. of equity shares

(A) Promoter & Promoter Group 95,30,15,611 95,30,15,611 33.01% (B) Public 1,93,41,87,991 1,90,17,80,546 66.99% (C) Non Promoter-Non Public 0 0 - (C1) Shares underlying DRs 0 0 - (C2) Shares held by Employee Trusts 0 0 - Total 2,88,72,03,602 2,85,47,96,157 100%

Shares pledged or encumbered by the promoters (if any) – 6,14,00,000 equity shares representing 6.44% of the total shareholding of the Promoter and Promoter Group.

Shareholding Pattern (‘A’ Ordinary Shares) as on March 31, 2016

Sr. No.

Particulars Total No. of Equity Shares held

No. of Equity shares held in dematerialized Form

Total Shareholding as % of total No. of equity shares

(A) Promoter & Promoter Group 25,97,440 25,97,440 0.51% (B) Public 50,58,79,264 50,56,48,611 99.49% (C) Non Promoter-Non Public 0 0 - (C1) Shares underlying DRs 0 0 - (C2) Shares held by Employee Trusts 0 0 - Total 50,84,76,704 50,82,46,051 100.00%

(II) LIST OF TOP 10 HOLDERS OF EQUITY SHARES

List of Top 10 holders of Ordinary shares as of March 31, 2016 Sr. No.

Name of Shareholder Total No. of Equity

Shares held

Total No. of Equity Shares

held in dematerialised

form

Total Shareholding as a % total No. of equity

shares 1 Tata Sons Limited 778,970,378 778,970,378 26.98

2 Citibank N.A. New York, NYADR Department

492,882,490 492,861,490 17.07

3 Life Insurance Corporation of India 199,144,257 199,142,707 6.90 4 Tata Steel Limited 83,637,697 83,637,697 2.90 5 Tata Industries Limited 72,203,630 72,203,630 2.50

6 ICICI Prudential Life Insurance Company Ltd.

67,362,172 67,362,172 2.33

7 Government of Singapore 43,996,782 43,996,782 1.52 8 ICICI Prudential Value Discovery Fund 31,486,225 31,486,225 1.09

Information Memorandum

For Private Circulation Only

42

9 Abu Dhabi Investment Authority - Gulab

30,958,158 30,958,158 1.07

10 Reliance Capital Trustee Co. Ltd A/C Reliance equity Opportunities Fund

23,706,280 23,706,280 0.82

TOTAL => 1,824,348,069 1,824,325,519 63.19 List of Top 10 holders of ‘A’ Ordinary shares as on March 31, 2016:

Sr. No.

Name of Shareholder Total No. of Equity Shares

held

Total No. of Equity Shares

held in dematerialised

form

Total Shareholding as a % total No. of equity

shares

1 HDFC Trustee Company Limited-HDFC Equity Fund 65,838,405 65,838,405 12.95

2 Franklin Templeton Mutual Fund A/C Franklin India High Growth Companies Fund

24,344,645 24,344,645 4.79

3 SBI Magnum Taxgain Scheme 20,589,894 20,589,894 4.05 4 Government of Singapore 20,136,632 20,136,632 3.96

5 HSBC Global Investment Funds A/C HSBC GIF Mauritius Limited 18,729,233 18,729,233 3.68

6 Franklin Templeton Investment Funds 17,138,197 17,138,197 3.37 7 Abu Dhabi Investment Authority 11,053,060 11,053,060 2.17 8 Amansa Holdings Private Limited 9,020,960 9,020,960 1.77 9 Rakesh Jhujhunwala 8,350,000 8,350,000 1.64 10 Jhunjhunwala Rakesh Radheshyam 7,825,788 7,825,788 1.54 TOTAL => 203,026,814 203,026,814 39.93

Information Memorandum

For Private Circulation Only

43

C. DETAILS OF DIRECTORS OF THE COMPANY

(I) DETAILS OF THE CURRENT DIRECTORS OF THE COMPANY

Name, Designation and DIN

Age Address Director of the Company since

Details of other directorships

Mr. Cyrus P Mistry Non-Executive Chairman DIN: 00010178 (Occupation: Company Director)

47 Sterling Bay, 103, Walkeshwar Road, Walkeshwar, Mumbai, 400006, Maharashtra, India.

29/05/2012 Public Companies: Tata Sons Limited; The Tata Power Company Limited; Tata Industries Limited; Tata Teleservices Limited; Tata Consultancy Services Limited; Tata Steel Limited; Tata Chemicals Limited; Tata Global Beverages Limited. The Indian Hotels Company Limited Private Companies: Sterling Investment Corporation Private Limited; Cyrus Investments Private Limited. Foreign Companies: Tata Limited, London, UK; Tata AG, Zug, Switzerland; Tata Enetrprise (Overseas) AG, Zug; Tata International AG., Zug, Switzerland; Jaguar Land Rover Automotive Plc, UK

Mr. Nusli Neville Wadia Non-Executive, Independent Director DIN: 00015731 (Occupation: Company Director)

72 Beach House, P. Balu Marg, Prabhadevi, Mumbai, 400025, Maharashtra, India.

22/12/1998 Public Companies The Bombay Dyeing & Mfg. Co. Limited; Wadia Techno-Engineering Services Ltd.; Bombay Burmah Trading Corp. Limited; Britannia Industries Limited: Tata Steel Ltd.; GO Airlines (India) Limited; Tata Chemicals Ltd. Private Companies Go Investments & Trading Private Limited Foreign Companies Leila Lands SDN BHD (Malaysia); Strategic Food International Company LLC, Dubai, UAE; Strategic Brand Holdings Co. Ltd., UAE; Al Sallan Food Industries Co. SAOG, Oman; Al Fayafi General Trading Co. LLC, UAE

Information Memorandum

For Private Circulation Only

44

Name, Designation and DIN

Age Address Director of the Company since

Details of other directorships

Britannia and Associates (Dubai) Pvt. Ltd.

Mr. Nasser Mukhtar Munjee Non-Executive, Independent Director DIN: 00010180 (Occupation: Company Director)

63 Benedict Villa, House No. 471, Saud Vaddo, Chorao Island, Tiswadi, 403102, Goa, India.

27/06/2008 Public Companies ABB India Limited Housing Development Finance Corporation Limited; Cummins India Limited; Ambuja Cements Limited; DCB Bank Limited; Tata Chemicals Limited; Britannia Industries Limited; Tata Motors Finance Limited; Go Airlines (India) Limited Private Companies Aarusha Homes Private Limited Section 8 Companies (erstwhile Section 25) Aga Khan Rural Support Programme (India) Indian Institute for Human Settlements Foreign Companies Tata Chemicals North America Inc, USA; Jaguar Land Rover Automotive Plc, UK; Strategic Foods International Co. (LLC) Dubai

Dr. Raghunath Anant Mashelkar Non-Executive, Independent Director DIN: 00074119 (Occupation: Company Director)

73 D-4, Varsha Park, Raghunath Bungalow, Baner Road, Baner, Pune, 411045, Maharashtra, India.

28/08/2007 Public Companies Reliance Industries Limited; Thermax Limited; KPIT Technologies Limited; Piramal Enterprise Limited; TAL Manufacturing Solutions Limited Private Companies Vyome Bioscience Private Limited; Invictus Oncology Private Limited; Sakal Papers Pvt. Limited Section 8 Companies (erstwhile Section 25) International Longevity Centre-India Gharda Scientific Research Foundation Gharda Medical & Advanced Technologies Foundation Foreign Companies Reliance GeneMedix Plc., Ireland

Information Memorandum

For Private Circulation Only

45

Name, Designation and DIN

Age Address Director of the Company since

Details of other directorships

Mr. Subodh Kumar Bhargava Non-Executive, Independent Director DIN: 00035672 (Occupation: Company Director)

73 A-15/1, DLF Phase -I, Gurgaon, 122002, Haryana, India

27/06/2008 Public Companies Tata Communications Limited; Tata Steel Limited; TRF Limited; GlaxoSmithKline Consumer Healthcare Limited; Batliboi Limited; Larsen & Toubro Limited; Tata Marcopolo Motors Limited Private Companies Beta Commercial Private Limited Foreign Companies Tata Communications International Pte. Limited; Tata Communications Services (International) Pte. Limited; SunBorne Energy Holdings LLC

Mr. Vinesh Kumar Jairath Non-Executive, Independent Director DIN: 00391684 (Occupation: Company Director)

57 194-B, Kalpataru Horizon, S.K. Ahire Marg, Worli, Mumbai, 400018, Maharashtra, India

31/03/2009 Public Companies Concord Motors (India) Limited; Kirloskar Oil Engines Limited; Tata Motors Finance Solutions Limited; TML Distribution Company Limited

Ms. Falguni Nayar Non-Executive, Independent Director DIN: 00003633 (Occupation: Company Director)

53 Flat No. 9, Rushilla 5th Floor, Carmichael Road, Mumbai- 400026

29/05/2013 Public Companies ACC Limited; Aviva Life Insurance Company India Limited; Dabur India Limited; Kotak Securities Ltd.; L&T Infrastructure Finance Company Ltd.; Tata Marcopolo Motors Limited; Tata Technologies Limited Private Companies FSN E-Commerce Ventures Pvt. Ltd.; Heritage View Developers Pvt. Ltd.; Valleyview Probuild Pvt. Ltd.; Sea View Probuild Pvt. Ltd.; Sealink Probuild Pvt. Ltd.; FSN Brands Marketing Pvt. Ltd.; Golf Land Developers Pvt. Ltd.

Mr. Ralf Speth Non- Executive Director DIN: 03318908 (Occupation: Company Director)

60 Kranzhornweg 5 C, Raubling, Na, Germany

09/11/2010 Foreign Companies Jaguar Land Rover Automotive Plc, UK; Jaguar Land Rover Limited; Jaguar Land Rover Holding Limited; Jaguar Land Rover Exports Limited; JLR Nominee Company Limited;

Information Memorandum

For Private Circulation Only

46

Name, Designation and DIN

Age Address Director of the Company since

Details of other directorships

Spark44 (JV) Limited; ACEA-Belgium and Brussels; Bladon Jets; Confederation of British Industry; Sun Catalytix Corporation; Society Motor Manufacturers & Traders

Mr. Guenter Butschek CEO & Managing Director DIN: 07427375

55 Taj Wellington Mews, Luxury Residences, 33 Nathalal Parehk Marg, Mumbai – 400001

15/02/2016

Mr. Ravindra Pisharody Executive Director- Commercial Vehicles DIN: 01875848

60 Hill Park, Building No. 1, Flat No. 9, 2nd Floor, AG Bell Road, Malabar Hill, Mumbai, 400006, Maharashtra, India.

21/06/2012 Public Companies Automobile Corporation of Goa Limited; Tata Marcopolo Motors Limited; Tata International Limited; Tata Motors Finance Limited; Private Companies Tata Cummins Private Limited Foreign Companies Tata Hispano Motors Carrocera SA; Tata Hispano Motors Carrocerries Maghreb SA, Morocco; Tata International Singapore Pte. Limited; Nita Company Limited, Bangladesh; Tata Motors (SA) (PTY) Limited; Tata Daewoo Commercial Company Ltd.; Tata Motors (Thailand) Limited; PT Tata Motors Indonesia; PT Tata Motors Distribusi Indonesia; TMNL Motor Services Nigeria Limited

Mr. Satish Balkrishna Borwankar Executive Director -Quality DIN: 01793948

63 Flat No. H 22, VOILA S No. 118/3-5, Warje, Near Cipla Hospital, Kothrud, Mumbai - Bangalore Highway, Pune 411052

21/06/2012 Public Companies TML Drivelines Limited; TAL Manufacturing Solutions Limited. Private Companies Tata Cummins Private Limited Foreign Companies Tata Motors (Thailand) Limited; Tata Daewoo Commercial Vehicle Company Limited

The following Directors appear in the RBI defaulter list dated September 30, 2014:

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47

Name of Director Name of defaulter Company Name of the Bank ` in crores Mr. Subodh Bhargava Samtel Color Limited 1 Punjab National Bank 94.65

Mr. Nasser Munjee Reid & Taylor (India) Limited 2 State Bank of India 160.54

Mr. Nasser Munjee Reid & Taylor (India) Limited 2 Union Bank of India 40.00

1. Mr Subodh Bhargava ceased to be a Director of Samtel Color Limited with effect from August 25, 2011.

2. Mr Nasser Munjee ceased to be Director of Reid & Taylor (India) Limited with effect from August 11, 2011.

(II) CHANGE IN DIRECTORS SINCE LAST THREE YEARS

Name, Designation and DIN

Date of Appointment/ Resignation

Director of the Company since (in case of resignation)

Remarks

Mr. Sam Maneckshaw Palia Independent Director

DIN: 00031145

25-04-2013 19-05-2006 Retired from the Board of Directors of the Company on 25-04-2013 in accordance with the Company’s Retirement Policy.

Ms. Falguni Nayar Non-Executive,

Independent Director

DIN: 00003633

29-05-2013 - Appointed as Non-Executive, Independent Director on the Board of the Company w.e.f. May 29, 2013.

Mr. (Late) Karl Jonathon Slym Managing Director

DIN: 01875188

26-01-2014 13-09-2012 Ceased to be the Managing Director of the Company on 26-01-2014.

Mr. Ravi Kant Non-Executive, Vice

Chairman

DIN: 00016184

01-06-2014 12-07-2000 Retired from the Board of Directors of the Company w.e.f. June 1, 2014 in accordance with the Company’s Retirement Policy.

Mr. Guenter Butschek CEO and Managing

Director

DIN: 07427375

15-02-2016 - Appointed as CEO & Managing Director of the Company w.e.f. February 15, 2016.

D. DETAILS OF AUDITORS OF THE COMPANY

(I) DETAILS OF AUDITORS OF THE COMPANY

Name Address Auditor since Deloitte Haskins & Sells LLP Deloitte Haskins & Sells

Indiabulls Finance Centre - Tower 3, 31st Floor, Elphinstone Mill Compound, Senapati Bapat Marg, Elphinstone (West), Mumbai – 400 013

Financial Year 2005-06

(II) DETAILS OF CHANGE IN AUDITORS OF THE COMPANY SINCE LAST THREE YEARS

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48

The Company has not changed its auditors in the last three years.

E. DETAILS OF BORROWINGS OF THE COMPANY AS ON MARCH 31, 2016:

(I) DETAILS OF SECURED LOAN FACILITIES

Lender’s Name Type of Facility Amount Sanctioned (` in crores)

Principal Amount Outstanding (` in crores)

Repayment Date / Schedule

Security

IBM India Private Limited / Rentworks India Private Limited / Tata Capital Financial Services Limited

Finance Lease Obligations

NA 22.11 Various dates Various IT assets located at Jamshedpur, Sanand, Pune, Mumbai, Lucknow and Uttarakhand

Consortium of SBI and 24 other Banks

Working Capital - Fund based

facilities

8,000.00 2,372.59 Various dates Inventory and Debtors

- Non fund based facilities

6,000.00 1,164.35 Various dates Inventory and Debtors

Government of Gujarat

Long Term Loan NA 541.51 Various dates Subservient charge over Freehold land together with immovable properties, plant & machinery and other movable assets situated at Sanand

Government of Karnataka

Long term Loan NA 11.15 June 27, 2030 Bank Guarantee

(II) DETAILS OF UNSECURED LOAN FACILITIES

Lender’s Name Type of Facility Amount Sanctioned

(`in Crores)

Principal Amount Outstanding (`in Crores)

Repayment Date/Schedule

SIDBI Capex Loan (INR) 200.00 78.11 Various dates Mizuho Bank Capex Loan (INR) 200.00 200.00 Various dates BNP Paribas Capex Loan (INR) 150.00 150.00 December 30, 2016 State Bank of India Capex Loan (INR) 500.00 500.00 Various dates HDFC Bank Capex Loan (INR) 500.00 500.00 Various dates Automobile Corporation of Goa Limited

Inter-corporate Deposit NA 27.00 On Call

Tata Technologies Limited

Inter-corporate Deposit NA 123.00 On Call

TML Drivelines Limited Inter-corporate Deposit NA 285.45 On Call

TML Distribution Company Limited

Inter-corporate Deposit NA 37.00 On Call

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49

(III) DETAILS OF NON CONVERTIBLE DEBENTURES

Debenture Series

Tenor/ Period of Maturity

Coupon

Amount (in ` crores)

Date of Allotment

Redemption Date / Schedule

Credit Rating

Secured/ unsecured

Security

E22 - 9.95% NCD 2020

3653 days

9.95% 200.00 2-Mar-10 2-Mar-20 “AA+” from CARE and “AA” from ICRA

Secured Freehold land together with immovable properties, plant & machinery and other movable assets situated at Sanand

E22 – A 10.25% NCD 2022

4383 days

10.25%

100.00 30-Apr-10

30-Apr-22

“AA+” from CARE

Secured

E22 - A 10.25% NCD 2023

4748 days

10.25%

100.00 30-Apr-10

30-Apr-23

“AA+” from CARE

Secured

E22 - A 10.25% NCD 2024

5114 days

10.25%

150.00 30-Apr-10

30-Apr-24

“AA+” from CARE

Secured

E22 - A 10.25% NCD 2025

5479 days

10.25%

150.00 30-Apr-10

30-Apr-25

“AA+” from CARE

Secured

E23A - 9.90% NCD 2020

3653 days

9.90% 150.00 7-May-10 7-May-20

“AA+” from CARE and “AA” from ICRA

Unsecured

E23B - 9.75% NCD 2020

3653 days

9.75% 100.00 24-May-10

24-May-20

“AA+” from CARE and “AA” from ICRA

Unsecured

E23C - 9.70% NCD 2020

3653 days

9.70% 150.00 18-Jun-10

18-Jun-20

“AA+” from CARE and “AA” from ICRA

Unsecured

E24A - 10.00% NCD 2017

1824 days

10.00%

250.00 28-May-12

26-May-17

“AA+” from CARE

Unsecured

E24B - 10.00% NCD 2019

2556 days

10.00%

110.00 28-May-12

28-May-19

“AA+” from CARE and “AA” from ICRA

Unsecured

E24D - 9.84% NCD 2017

1641 days

9.84% 300.00

11-Sep-12

10-Mar-17

“AA+” from CARE

Unsecured

E24E - 9.69% NCD 2019

2361 days

9.69% 200.00 10-Oct-12

29-Mar-19

“AA+” from CARE and

Unsecured

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50

Debenture Series

Tenor/ Period of Maturity

Coupon

Amount (in ` crores)

Date of Allotment

Redemption Date / Schedule

Credit Rating

Secured/ unsecured

Security

“AA” from ICRA

E24F - 9.45% NCD 2018

1983 days

9.45% 200.00 23-Oct-12

29-Mar-18

“AA+” from CARE

Unsecured

E25D-8.95% NCD 2016

1096 days

8.95% 300.00 29-Apr-13

29-Apr-16

“AA+” from CARE

Unsecured

E25E-8.73% NCD 2016

1096 days

8.73% 300.00 17-May-13

17-May-16

“AA+” from CARE

Unsecured

E26A-10.30% NCD 2018

1810 days

10.30%

190.00 16-Dec-13

30-Nov-18

“AA+” from CARE

Unsecured

E26B-9.81% NCD 2024

3653 days

9.81% 300.00 20-Aug-14

20-Aug-24

“AA+” from CARE and “AA” from ICRA

Unsecured

E26C-9.81% NCD 2024

3653 days

9.77% 200.00 12-Sep-14

12-Sep-24

“AA+” from CARE and “AA” from ICRA

Unsecured

E26D-9.71% NCD 2019

1826 days

9.71% 300.00 1-Oct-14 1-Oct-19 “AA+” from CARE

Unsecured

E26D-9.73% NCD 2020

2192 days

9.73% 400.00 1-Oct-14 1-Oct-20 “AA+” from CARE

Unsecured

E26E-9.60% NCD 2022

2922 days

9.60% 400.00 29-Oct-14

29-Oct-22

“AA+” from CARE

Unsecured

E26F-9.35% NCD 2023

3287 days

9.35% 400.00 10-Nov-14

10-Nov-23

“AA+” from CARE and “AA” from ICRA

Unsecured

E26G-9.02% NCD 2021

2556 days

9.02% 300.00 11-Dec-14

10-Dec-21

“AA+” from CARE and “AA” from ICRA

Unsecured

E26H-8.60% NCD 2018

1096 days

8.60% 300.00 2-Feb-15 2-Feb-18 “AA+” from CARE

Unsecured

(IV) LIST OF TOP 10 DEBENTURE HOLDERS AS ON MARCH 31, 2016

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51

Sr. No. Name of Debenture Holders Total

Position Amount

(`) 1 Life Insurance Corporation of India P & GS Fund 5000 5,000,000,000 2 SBI Life Insurance Co. Ltd. 4950 4,950,000,000 3 ICICI Prudential Life Insurance Company Ltd. 4784 4,784,000,000 4 Postal Life Insurance Fund A/C SBIFMPL 2500 2,500,000,000

5 Reliance Capital Trustee Co. Ltd. A/C Reliance Medium Term Fund 1697 1,697,000,000

6 Birla Sun Life Insurance Company Limited 1565 1,565,000,000 7 International Finance Corporation - Self Managed P1 1500 1,500,000,000 8 ICICI Prudential Corporate Bond Fund 1406 1,406,000,000 9 SBI Short Term Debt Fund 1350 1,350,000,000

10 Reliance General Insurance Co. Ltd. 1000 1,000,000,000 11 BNP Paribas 1000 1,000,000,000

GRAND TOTAL ==> 26752 26,752,000,000

(V) AMOUNT OF CORPORATE GUARANTEE ISSUED AS ON DECEMBER 31, 2015

The Company has given following corporate guarantees which are outstanding as on December 31, 2015. 1. Corporate guarantee given to RUAG Aerospace Structures GMBH on behalf of a subsidiary - ` 66.15

crores 2. Commitment given for funding towards TMETC’s contribution towards the NAIC – ` 248.90 crores 3. Corporate guarantee given to Yes Bank for Broadcast Audience Research Council - ` 1.20 crores

(VI) DETAILS OF COMMERCIAL PAPERS AS ON MARCH 31, 2016

Face Value – ` 500,000 each Sr. No. Maturity Date Amount Outstanding (`)

1. December 15, 2016 100,00,00,000 2. January 18, 2017 150,00,00,000 3. January 19, 2017 100,00,00,000 4. January 20, 2017 100,00,00,000

Total 450,00,00,000

(VII) DETAILS OF OTHER BORROWINGS AS ON MARCH 31, 2016 Party Name (in case of facility)/ Instrument Name

Type of Facility/ Instrument

Amount Sanctioned/ Issued

Principal Amount outstanding

Repayment Date / Schedule

Credit Rating Secured/ Unsecured

Security

4.625% USD Notes due 2020

ECB US$ 500 million

US$ 500 million

April 30, 2020

Moody’s – Ba2 Standard & Poor’s – BB

Unsecured NA

5.75% USD Notes due 2024

ECB US$ 250 million

US$ 250 million

October 30, 2024

Moody’s – Ba2 Standard & Poor’s – BB

Unsecured NA

(VIII) DETAILS OF DEFAULT / DELAYS IN PAYMENTS OF INTEREST AND PRINCIPAL OF ANY KIND OF TERM LOANS, DEBT SECURITIES AND OTHER FINANCIAL INDEBTEDNESS IN LAST FIVE YEARS :-

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52

The Company has never defaulted in payments of interest and principal of any kind of term loans, debt securities and other financial indebtedness in last five years.

(IX) DETAILS OF ANY OUTSTANDING BORROWINGS TAKEN / DEBT SECURITIES ISSUED WHERE TAKEN / ISSUED FOR CONSIDERATION OTHER THAN CASH WHETHER IN WHOLE OR PART, AT PREMIUM OR DISCOUNT

The Company till date has not issued any debt security for consideration other than cash either at premium or at discount.

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53

F. DETAILS OF PROMOTER AND PROMOTER GROUP OF THE COMPANY AS ON MARCH 31, 2016

Ordinary Shares

Sr. No.

Name of shareholder Total No. of Equity shares held

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 Tata Sons Limited 77,91,80,955 77,89,70,378 26.98 6,14,00,000 7.88 2 Tata Steel Limited 8,36,37,697 8,36,37,697 2.90 0 0.00 3 Tata Industries

Limited 7,22,03,630 7,22,03,630 2.50 0 0.00

4 Tata Investment Corporation Limited 1,09,61,448 1,09,61,448 0.38 0 0.00

5 Ewart Investments Limited 31,28,607 30,84,542 0.11 0 0.00

6 Tata Chemicals Ltd 19,66,294 19,66,294 0.07 0 0.00 7 Af-Taab Investment

Company Limited 362,261 3,57,159 0.01 0 0.00

8 Simto Investment Company Limited 59,583 59,583 0.00 0 0.00

9 Sir Ratan Tata Trust 8,59,200 8,59,200 0.03 0 0.00 10 Sir Dorabji Tata Trust 8,08,960 8,08,960 0.03 0 0.00 11 J R D Tata Trust 1,05,280 1,05,280 0.00 0 0.00 12 Lady Tata Memorial

Trust 1,440 1,440 0.00 0 0.00 #TATA AIA LIFE INSURANCE COMPANY LIMITED (Formerly known as Tata AIG Life Insurance Company Limited) is not considered part of Promoter Group holds 48,71,843 Ordinary Shares representing 0.17% of the paid-up Ordinary Share Capital. Accordingly, their holding is included under Public Shareholding under the head "Institutions"- Insurance Companies.

‘A’ Ordinary Shares

Sr. No.

Name of shareholder Total No. of Equity shares held

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 Tata Sons Limited 21,05,773 21,05,773 0.41 0 0.00 2 Ewart Investments

Limited 4,40,645 4,40,645 0.09 0 0.00

3 Af-Taab Investment Company Limited 51,022 51,022 0.01 0 0.00

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G. ABRIDGED VERSION OF AUDITED CONSOLIDATED AND STANDALONE FINANCIAL INFORMATION (P & L, BALANCE SHEET AND CASH FLOW STATEMENT) FOR LAST THREE YEARS WITH AUDITORS QUALIFICATION (IF ANY); AND

H. ABRIDGED VERSION OF LATEST AUDITED HALF YEARLY CONSOLIDATED AND STANDALONE FINANCIAL INFORMATION (P & L, BALANCE SHEET) WITH AUDITORS QUALIFICATION (IF ANY)

a. CONSOLIDATED FINANCIAL STATEMENTS

(` in crores) CONSOLIDATED BALANCE SHEET

I. EQUITY AND LIABILITIES

As at September

30, 2015 (Unaudited)

As at March 31,

2015 (Audited)

As at March 31,

2014 (Audited)

As at March 31,

2013 (Audited)

1. Shareholders’ Funds (a) Share capital 679.18 643.78 643.78 638.07 (b) Reserves and surplus 80,266.09 55,618.14 64,959.67 36,999.23 80,945.27 56,261.92 65,603.45 37,637.30

2. Minority Interest 416.45 433.34 420.65 370.48 3. Non-Current Liabilities

(a) Long-term borrowings 53,306.29 56,071.34 45,258.61 32,155.29 (b) Deferred tax liabilities (net) 4,606.33 1,343.20 1,572.33 2,048.21 (c) Other long-term liabilities 6,385.80 9,141.92 2,596.86 3,284.06 (d) Long-term provisions 11,669.06 15,134.27 12,190.29 8,337.24 75,967.48 81,690.73 61,618.09 45,824.80

4. Current Liabilities (a) Short-term borrowings 12,844.10 13,140.14 9,695.86 11,620.21 (b) Trade payables 53,866.55 57,407.28 57,315.73 44,912.35 (c) Other current liabilities 24,149.81 23,688.58 17,373.86 22,224.94 (d) Short-term provisions 7,323.91 6,036.00 7,970.68 7,788.16 98,184.37 1,00,272.00 92,356.13 86,545.66 Total 255,513.57 2,38,657.99 219,998.32 170,378.24

II. ASSETS

1. Non-Current Assets (a) Fixed Assets (i) Tangible assets 60,496.61 52,326.21 40,694.29 32,728.95 (ii) Intangible assets 37,913.42 31,456.29 23,418.55 18,680.41 (iii) Capital work-in-

progress 8,763.99 9,330.47 10,137.30 4,345.11 (iv) Intangible assets under

development 19,325.71 19,309.62 23,125.26 14,108.44 126,499.73 1,12,422.59 97,375.40 69,862.91 (b) Goodwill (on consolidation) 5,007.74 4,696.99 4,978.83 4,102.37 (c) Non-current investment 1,244.72 1,240.50 1,114.39 1,222.41 (d) Deferred tax assets (net) 3,299.96 2,733.20 2,347.08 4,428.93 (e) Long-term loans and advances 13,095.64 14,948.31 13,268.84 15,584.12 (f) Other non-current assets 1,811.53 858.00 5,068.45 1,023.95 150,959.32 1,36,899.59 124,152.99 96,224.69

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55

CONSOLIDATED BALANCE SHEET I. EQUITY AND

LIABILITIES As at

September 30, 2015

(Unaudited)

As at March 31,

2015 (Audited)

As at March 31,

2014 (Audited)

As at March 31,

2013 (Audited)

2. Current Assets (a) Current investments 8,974.02 14,096.24 9,572.28 7,542.32 (b) Inventories 36,172.59 29,272.34 27,270.89 21,036.82 (c) Trade receivables 12,176.35 12,579.20 10,574.23 10,959.60 (d) Cash and bank balances 26,824.82 32,115.76 29,711.79 21,114.82 (e) Short-term loans and advances 16,727.17 10,746.44 14,055.24 12,667.05 (f) Other current assets 3,679.30 2,948.42 4,660.90 832.94 104,554.25 1,01,758.40 95,845.33 74,153.55 Total 255,513.57 2,38,657.99 219,998.32 170,378.24

(` in crores) CONSOLIDATED PROFIT AND LOSS STATEMENT For the half

year ended September

30, 2015 (Unaudited)

For the year ended March 31,

2015 (Audited)

For the year

ended March 31,

2014 (Audited)

For the year ended March 31,

2013 (Audited)

I. Revenue from Operations 124,781.85 2,66,345.25 236,626.43 193,698.47 Less: Excise duty (2,161.55) (3,548.92) (3,792.77) (4,905.78) 122,620.30 2,62,796.33 232,833.66 188,792.69

II. Other Income 552.47 898.74 828.59 815.59

III. Total Revenue (I+II) 123,172.77 2,63,695.07 233,662.25 189,608.28

IV. Expenses

(a) Cost of materials

consumed 70,602.41 1,49,956.54 135,550.04 113,851.34

(b) Purchases of products for

sale 6,609.42 13,293.82 10,876.95 9,266.00

(c) Changes in inventories of finished goods, work-in-progress and products for sale (4,874.11) (3,330.35)

(2,840.58) (3,029.29)

(d) Employee cost / benefits

expense 13,990.71 25,548.96 21,556.42 16,632.19

(e) Finance costs 2,276.71 4,861.49 4,749.44 3,560.25

(f) Depreciation and

amortization expense 8,251.15 13,388.63

11,078.16 7,601.28

(g) Product development /

Engineering expenses 1,550.41 2,875.17

2,565.21 2,021.59 (h) Other expenses 26,905.30 50,617.72 43,810.11 35,648.33

(i) Expenditure transferred to capital and other accounts (8,152.95) (15,404.18) (13,537.85) (10,193.45)

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CONSOLIDATED PROFIT AND LOSS STATEMENT For the half

year ended September

30, 2015 (Unaudited)

For the year ended March 31,

2015 (Audited)

For the year

ended March 31,

2014 (Audited)

For the year ended March 31,

2013 (Audited)

Total Expenses 117,159.05 2,41,807.80 213,807.90 175,358.24

V.

Profit Before Exceptional and Extra Ordinary Items and Tax (III-IV) 6,013.72 21,887.27 19,854.35 14,250.04

VI. Exceptional Items

(a) Exchange loss/(gain) (net) including on revaluation of foreign currency borrowings, deposits and loans 221.05

91.72 707.72 515.09

(b) Provision for costs associated with closure of operations and impairment of intangibles and other costs. 44.31

- 224.16 87.62 (c) Employee separation cost 11.07 92.99 53.50 - (d) Others 2,493.18 2,769.61 184.71 985.38 602.71

VII.

Profit Before Extra-Ordinary Items and Tax (V-VI) 3,244.11

21,702.56 18,868.97 13,647.33

VIII. Extraordinary Items - - - -

IX.

Profit Before Tax from Continuing Operations (VII- VIII) 3,244.11

21,702.56 18,868.97 13,647.33

X. Tax expense / (credit) 866.70 7,642.91 4,764.79 3,776.66

XI.

Profit After tax from Continuing Operations (IX-X) 2,377.41

14,059.65 14,104.18 9,870.67

XII. Share of Profit / (Loss) of associates (net) 8.90

13.42 (53.71) 105.61

XIII. Minority Interest (47.16) (86.78) (59.45) (83.67)

XIV. Profit for the Period / Year 2,339.15 13,986.29 13,991.02 9,892.61

Information Memorandum

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57

(` in crores) CONSOLIDATED CASH FLOW STATEMENT For the half

year ended September

30, 2015 (Unaudited)

For the year

ended March 31,

2015 (Audited)

For the year

ended March 31,

2014 (Audited)

For the year ended March 31,

2013 (Audited)

A. CASH FLOW FROM OPERATING ACTIVITIES

Profit for the period / Year 2,339.15 13,986.29 13,991.02 9,892.61 Adjustments for: Depreciation and Amortization (including Lease Equalisation adjusted in income) 8,251.15

13,386.36 11,073.64 7,596.76 Loss on sale of assets (including assets scrapped / written off)

30.87

351.46 46.52 23.89 Profit on sale of investments (net) (121.96)

(119.57) (114.58) (80.09)

Provision for cost associated with closure of operations and impairment of intangibles and other costs 44.31

- 224.16 87.62 Provision made / (Reversal of Provision) for diminution in value of investments 1.50

- (1.05) 0.41 Provision made / (Reversal Provision) for inter corporate deposits (net) -

- - 5.29 Provision made / (Reversal Provision) for doubtful finance receivables (33.82)

1,587.46 1,348.48 - Provision made / (Reversal Provision) for doubtful trade receivables and advances 80.98

217.66 269.10 - Gain on settlement of deferred sales tax liability (88.81)

(178.64) (154.46) (138.29)

Share of Loss / (Profit) in respect of investments in associate companies (8.90) (13.42) 53.71 (105.61)

Exceptional items (others) 2,493.18 - - - Share of minority interest 47.16 86.78 59.45 83.67 Tax expenses / (Credit) 866.70 7,642.91 4,764.79 3,776.67 Interest / Dividend (net) 1,846.20 4,082.32 4,019.77 2,828.30 Exchange difference 719.62 (2,019.13) 722.11 434.31

14,128.18 29,062.45 22,311.64 14,512.93 Operating Profit before Working Capital Changes 16,467.33 43,048.74 36,302.66 24,405.54

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For Private Circulation Only

58

CONSOLIDATED CASH FLOW STATEMENT For the half

year ended September

30, 2015 (Unaudited)

For the year

ended March 31,

2015 (Audited)

For the year

ended March 31,

2014 (Audited)

For the year ended March 31,

2013 (Audited)

Adjustments for: Inventories (7,607.10) (3,692.41) (2,852.55) (2,655.81) Trade Receivables 1,118.28 (3,008.02) 1,861.09 (2,697.57) Finance Receivables (936.78) (170.97) (1,416.03) (2,479.10) Other Current and Non-current Assets (334.66)

(624.61) 1,123.90 (999.03)

Trade Payables (7,136.59) 3,597.82 4,693.90 8,132.19 Other Current and Non-current Liabilities 1,135.38

423.83 (141.66) (628.33)

Provisions 906.05 (197.45) 888.18 1,324.79 (12,855.42) (3,671.81) 4,156.83 (2.86) Cash generated from Operations 3,611.91 39,376.93 40,459.49 24,402.68 Income Taxes Paid (net) (1,039.38) (4,194.04) (4,308.33) (2,240.07) Net Cash from Operating Activities 2,572.53 35,182.89 36,151.16 22,162.61

B. CASH FLOW FROM INVESTING

ACTIVITIES Payment for fixed assets (15,872.84) (31,613.80) (26,975.13) (18,862.57) Sale of fixed assets 10.66 74.19 49.93 36.69 Investments in Mutual Fund (Made) / Realized (net) 6,136.54

(5,450.10) (424.69) 186.11

Acquisition/Investments in subsidiary company

- (184.56) -

(Increase) / Decrease in Investments in retained interests in securitisation transactions

- - (107.69) Investments in Pass-through Certificate (net) 20.77

57.12 13.60 -

Investments – others (4.15) (10.51) (3.88) (5.50) Investments in associate companies

(160.00) -

( 0.01)

Redemption of investments in associates

- - 21.00

Sale / redemption of investments – others 86.60

42.34 3.56 12.86

Loan to Others 2.85 - Deposits of Margin Money / Cash Collateral - (4.48) (251.21)

Realisation of Margin Money / Cash Collateral 18.84

36.17 1,365.93 762.15

Fixed / restricted deposits with scheduled banks made (20,385.74)

(28,550.25) (27,032.29) (6,972.22)

Fixed / restricted deposits with scheduled banks realized 22,048.89

22,643.22 836.65

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59

CONSOLIDATED CASH FLOW STATEMENT For the half

year ended September

30, 2015 (Unaudited)

For the year

ended March 31,

2015 (Audited)

For the year

ended March 31,

2014 (Audited)

For the year ended March 31,

2013 (Audited)

30,340.77 Fixed deposits made with financial institutions made. (1,968.00)

(200.00) (237.50) -

Fixed deposits made with financial institutions realized -

232.50 200.00 -

Interest received 384.05 697.74 653.23 712.89 Dividend received from associates 14.25

15.33 14.51 56.25

Dividend / Income on investments received 31.28

64.65 25.53 38.40

(Increase) / Decrease in short term Inter-corporate deposit 95.30

(95.00) - 44.83

Net Cash used in Investing Activities (9,380.70)

(34,518.85) (29,893.02) (23,491.37)

C. CASH FLOW FROM FINANCING

ACTIVITIES

Expenses on Foreign Currency

Convertible Notes (FCCN) conversion -

- (0.35) (0.23) Brokerage and other expenses on Non-Convertible Debentures (NCD)

-

(47.95) (87.54) (93.02) Proceeds from Rights issue of Shares (net of issue expenses) 7,432.53

- - -

Proceeds from issue of shares to minority shareholders (net of issue expenses) -

- - 0.56 Premium Paid on redemption of FCCN / CARS / NCD -

(744.19) (658.05) (983.50)

Proceeds from issue of shares held in abeyance -

- 0.09 0.16

Proceeds from other long term borrowings (net of issue expenses) 487.59

27,393.38 23,321.39 13,160.24 Repayment of long term borrowings (3,499.92)

(17,714.72) (16,737.81) (7,538.44)

Proceeds from short term borrowings 4,854.54

8,969.27 11,353.56 14,702.92

Repayment of short term borrowings (3,545.73) (9,771.64) (12,403.24) (13,011.82)

Net change in other short-term borrowings (with maturity up to three months) (1,747.05)

4,153.95 (1,416.57) 155.56 Repayment of Fixed Deposits (1.51) (362.19) (1,868.38)

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60

CONSOLIDATED CASH FLOW STATEMENT For the half

year ended September

30, 2015 (Unaudited)

For the year

ended March 31,

2015 (Audited)

For the year

ended March 31,

2014 (Audited)

For the year ended March 31,

2013 (Audited)

(9.31) Dividend paid (including dividend distribution tax) (72.89)

(681.06) (688.62) (1,527.24)

Dividend paid to minority shareholders (75.70)

(39.31) (33.35) (23.33)

Interest paid [including discounting charges paid] (2,806.10)

(6,306.98) (6,170.56) (4,665.56)

Net Cash (used in) / from Financing Activities 1,025.76

5,201.44 (3,883.24) (1,692.08)

Net (Decrease) /Increase in Cash and cash equivalents (5,782.41)

5,865.48 2,374.90 (3,020.84)

Cash and cash equivalents as at April 1 (Opening Balance) 21,128.33

16,627.98 12,350.97 14,849.89

Cash and bank balance on acquisition of subsidiaries -

0.46 40.51 -

Effect of Foreign Exchange on cash and cash equivalents. 1,550.59

(1,365.59) 1,861.60 521.92

Cash and cash equivalents as at March 31 (Closing Balance) 16,896.51 21,128.33 16,627.98 12,350.97

Note: The figures disclosed in the Consolidated Financial Statements for the Six months ended September 30, 2015 are extracted from the unaudited (subject to limited review) Indian Statutory Accounts for the six months ended September 30, 2015, for the year ended March 31, 2015, and 2014 are extracted from the audited Indian Statutory Accounts for the years ended March 31, 2015, approved by the Board of Directors on May 26, 2015. Figures for the year ended March 31, 2013 are extracted from the audited Indian Statutory Accounts for the years ended March 31, 2014, approved by the Board of Directors on May 29, 2014. Any event subsequent to the said dates has not been considered / adjusted.

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61

b. STANDALONE FINANCIAL STATEMENTS

(` in crores) STANDALONE BALANCE SHEET

I. EQUITY AND LIABILITIES

As at September

30, 2015 (Audited)

As at March 31,

2015 (Audited)

As at March 31,

2014 (Audited)

As at March 31,

2013 (Audited)

1. Shareholders’ Funds (a) Share capital 679.18 643.78 643.78 638.07 (b) Reserves and surplus 21,453.40 14,218.81 18,532.87 18,496.77 22,132.58 14,862.59 19,176.65 19,134.84

2. Non-Current Liabilities (a) Long-term borrowings 11,767.04 12,318.96 9,746.45 8,051.78 (b) Deferred tax liabilities (net) - 43.11 1,963.91 (c) Other long-term liabilities 270.13 286.80 1,155.48 1,238.44 (d) Long-term provisions 1,856.28 2,104.19 815.20 691.19 13,893.45 14,709.95 11,760.24 11,945.32

3. Current Liabilities (a) Short-term borrowings 4,681.44 7,762.01 4,769.08 6,216.91 (b) Trade payables 7,791.75 8,852.65 9,672.36 8,455.02 (c) Other current liabilities 4,100.34 3,142.88 2,463.18 4,923.10 (d) Short-term provisions 1,116.32 613.09 1892.91 1,509.58 17,689.85 20,370.63 18,797.53 21,104.61 TOTAL 53,715.88 49,943.17 49,734.42 52,184.77

II. ASSETS

4. Non-Current Assets (a) Fixed Assets (i) Tangible assets 12,251.05 12,260.50 12,133.50 12,287.71 (ii) Intangible assets 3,193.14 3,522.73 3,107.07 3,168.03 (iii) Capital work-in-

progress 1,363.06 1,349.95

1,716.85 1,507.84 (iv) Intangible assets under

development 5,185.26 4,690.84

4,638.22 3,244.96 21,992.51 21,824.02 21,595.64 20,208.54 (b) Non-current investment 16,947.36 16,966.95 18,357.57 18,171.71 (c) Long-term loans and

advances 2,471.60 2,403.56

2,918.30 3,575.24 (d) Other non-current assets 205.77 175.67 123.85 94.32 41,617.24 41,370.20 42,995.36 42,049.81

5. Current Assets (a) Current investments 1,526.18 20.22 100.85 1,762.68 (b) Inventories 5,312.01 4,802.08 3,862.53 4,455.03 (c) Trade receivables 1,361.90 1,114.48 1,216.70 1,818.04 (d) Cash and bank balances 369.23 944.75 226.15 462.86 (e) Short-term loans and

advances 3,384.33 1,574.41

1,223.77 1,532.09 (f) Other current assets 144.99 117.03 109.06 104.26 12,098.64 8,572.97 6,739.06 10,134.96 TOTAL 53,715.88 49,943.17 49,734.42 52,184.77

Information Memorandum

For Private Circulation Only

62

(` in crores)

STATEMENT OF STANDALONE PROFIT AND LOSS For the half

year ended September

30, 2015 (Audited)

For the year ended March 31,

2015 (Audited)

For the year ended March 31,

2014 (Audited)

For the year ended March 31,

2013 (Audited)

I. Revenue from Operations 21,833.41 39,524.34 37,758.00 49,319.73 Less: Excise duty (2,034.00) (3,229.60) (3,469.89) (4,554.01) 19,799.41 36,294.74 34,288.11 44,765.72 II. Other Income 1,198.09 1,881.41 3,833.03 2,088.20 III. Total Revenue (I+II) 20,997.50 38,176.15 38,121.14 46,853.92 IV. Expenses (a) Cost of materials consumed 11,633.82 22,155.23 20,492.87 27,244.28

(b) Purchases of products for

sale 2,669.81 5,765.24 5,049.82 5,864.45

(c) Changes in inventories of finished goods, work-in-progress and products for sale (357.08) (878.82) 371.72 (143.60)

(d) Employee cost / benefits

expense 1,501.11 3,091.46 2,877.69 2,837.00 (e) Finance costs 791.65 1,611.68 1,353.18 1,387.76

(f) Depreciation and

amortization expense 1,234.35 2,603.22 2,070.30 1,817.62

(g) Product development /

Engineering expenses 191.98 437.47 428.74 425.76 (h) Other expenses 3,725.29 8,080.39 6,971.87 7,783.32

(i) Expenditure transferred to

capital and other accounts (523.37) (1,118.75) (1,009.11) (953.80) Total Expenses 20,867.56 41,747.12 38,607.08 46,262.79

V.

Profit Before Exceptional and Extra Ordinary Items and Tax (III-IV) 129.94 (3,570.97) (485.94) 591.13

VI. Exceptional Items

(a) Exchange loss (net) including on revaluation of foreign currency borrowings, deposits and loans 37.61 320.50 273.06 263.12

(b) Provision for loan given and costs associated with closure of operation of subsidiary 97.86 - 202.00 245.00 (c) Profit on sale of a division - (82.25)

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63

STATEMENT OF STANDALONE PROFIT AND LOSS For the half

year ended September

30, 2015 (Audited)

For the year ended March 31,

2015 (Audited)

For the year ended March 31,

2014 (Audited)

For the year ended March 31,

2013 (Audited)

(d) Diminution in the value of

investments in a subsidiary. - 17.52 (9.67) (e) Employee separation cost. 10.51 83.25 47.28 - 145.98 403.75 539.86 416.20

VII.

Profit/(loss) Before Extra-Ordinary Items and Tax (V-VI) (16.04) (3,974.72) (1,025.80) 174.93

VIII.

Extraordinary Items

- - - -

IX.

Profit/(loss) Before Tax from Continuing Operations (VII- VIII) (16.04) (3,974.72) (1,025.80) 174.93

X. Tax expense/(credit) 13.86 764.23 (1,360.32) (126.88)

XI.

Profit/(loss) After tax For the period/year from Continuing Operations (IX-X) (29.90) (4,738.95) 334.52 301.81

(` in crores)

STANDALONE CASH FLOW STATEMENT For the half

year ended September

30, 2015 (Audited)

For the year ended March 31,

2015 (Audited)

For the year ended March 31,

2014 (Audited)

For the year ended March 31,

2013 (Audited)

A. CASH FLOW FROM OPERATING ACTIVITIES

Profit /(loss) after Tax (29.90) (4,738.95) 334.52 301.81 Adjustments for: Depreciation/Amortization 1,234.35 2,603.22 2,070.30 1,817.62 Lease Equalization adjusted in income - (2.27) (4.52) (4.52)

Loss / (profit) on sale of assets (including assets scrapped/written off) (2.54) 309.57 20.29 2.96

Profit on sale of investments (net) (428.98) (80.48) (2,052.33) (43.91)

Profit on sale of a division - - (82.25)

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Provision for loan given and costs associated with closure of operations of a subsidiary 97.86 - 202.00 245.00

Provision made / ( Reversal of provision) for inter corporate deposits (net) - - 5.29

Provision / (Reversal) for diminution in value of investments (net) - 17.52 (9.67)

Provision for doubtful trade receivable and advances 51.77 131.64 376.03 -

Tax expenses /(credit) 13.86 764.23 (1,360.32) (126.88) Sale of Occupancy rights (36.60) Interest / Dividend (net) 22.54 (189.25) (443.18) (656.52) Exchange difference loss 17.84 270.93 276.90 199.39 1,006.70 3,770.99 (897.31) 1,346.51 Operating Profit before Working Capital Changes 976.80 (967.96) (562.79) 1,648.32

Adjustments for: Inventories (509.93) (939.55) 592.50 129.42 Trade Receivables (299.20) (21.22) 365.76 890.28 Finance Receivables 0.29 1.38 15.00 64.76 Other Current and Non-current Assets 119.58 (607.07) 0.92 (138.30)

Trade Payables and Acceptances (1,102,92) (843.22) 1,212.83 (249.93) Other Current and Non-current Liabilities 478.70 114.68 249.25 (381.50)

Provisions 57.85 777.90 646.05 188.06 (1,255.63) (1,517.10) 3082.31 502.79 Cash generated/(used in) from Operations (278.83) (2,485.06) 2,519.52 2,151.11

Income Taxes (Paid) / credit (net) 190.14 (77.61)) (56.06) 107.33 Net Cash from / (used in) Operating Activities (88.69) (2,562.67) 2,463.46 2,258.44

B. CASH FLOW FROM INVESTING

ACTIVITIES

Purchase of fixed assets (1,137.36) (2,730.94) (3,105.42) (2,605.39) Proceeds from sale of fixed assets 7.17 24.52 11.37 16.95 Proceeds from sale of a division - - 110.00 Realisation of loans to associates and subsidiaries -

297.83 -

Loan to associates and subsidiaries -

(146.28) (194.36)

Advance towards investments in subsidiaries (26.08) (135.15) (16.82)

Sale of Occupancy rights 14.64 - - Investment in associate companies (159.00) - (0.01)

Investments in Mutual Fund (made) / Realised (net) (1,486.52) 66.98 445.63 (315.51)

Investments in subsidiary company (30.00) (110.56) (443.18) (186.12)

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Investments in joint venture - (325.00) - Decrease in Investments in retained interests in securitisation transactions - - 0.63

Investments – others - - (0.84) Sale / Redemption of investments in subsidiaries 324.48 1,803.90 3,978.48 1,378.95

Redemption of investments in associate companies - - 21.00

Sale / Redemption of investments in others 85.05 - - 10.75

Deposits of Margin Money / Cash Collateral - - (1.38)

Realisation of Margin Money / Cash Collateral

0.10 - 91.25

Fixed / restricted deposits with scheduled banks made (5,308.23) (505.28) (530.15) (205.85)

Fixed / restricted deposits with scheduled banks realised 5,220.32 449.85 760.40 780.00

Fixed deposits placed with financial institutions (1,968.00) (200.00) (200.00) -

Fixed deposits placed with financial institutions realized 200.00 200.00 -

Interest received 147.97 80.13 181.70 404.07 Dividend / Income on investments received 609.14 1,698.48 1,602.68 1,660.65

(Increase)/Decrease in short term Inter-corporate deposit (20.00) (5.00) (40.00) 43.53

Net Cash from / (used) in Investing Activities (3,555.98) 601.74 2,552.91 991.50

C. CASH FLOW FROM FINANCING

ACTIVITIES Expenses on Foreign Currency Convertible Notes (FCCN) conversion - (0.35) (0.23)

Brokerage and other expenses on Non-Convertible Debentures (NCD) 0.48 (47.95) (87.54) (93.02)

Reimbursement of expenses / (Expenses) incurred on issue of GDS and FCCN - - -

Proceeds from Rights issue (net of issue expenses) 7,432.06 - - -

Premium Paid on redemption of FCCN / CARS (including tax) - - (886.95)

Premium Paid on redemption of NCD (744.19) (658.05) (96.55)

Proceeds from issue of shares held in abeyance - 0.09 0.16

Proceeds from long term borrowings (net of issue expenses) 11.15 7,811.23 2,310.59 2,562.84

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Repayment of long term borrowings (376.98) (4,839.66) (2,232.38) (3,377.47)

Proceeds from short term borrowings 1,842.55 5,005.79 8,548.00 11,873.79

Repayment of short term borrowings (2,255.06) (6,670.91) (8,679.86) (10,177.80)

Net change in other short-term borrowings (with maturity up to three months) (2,689.67) 4,620.20 (1,473.41) 1,287.75

Proceeds from Fixed Deposits - Repayment of Fixed Deposits (1.51) (9.31) (362.19) (1,868.38) Dividend paid (including dividend distribution tax) (2.15) (648.74) (648.81) (1,460.41)

Interest paid [including discounting charges paid] (979.90) (1,844.93) (1,749.90) (1,809.42)

Net Cash (used in) / from Financing Activities 2,980.97 2,631.53 (5,033.81) (4,045.69)

Net (Decrease) /Increase in Cash and cash equivalents (663.70) 670.60 (17.44) (795.75)

Cash and cash equivalents as at April 1 (Opening Balance) 861.95 198.68 205.57 919.64

Exchange fluctuation on foreign currency bank balances 0.27 (7.33) 10.55 81.68

Cash and cash equivalents as at March 31 (Closing Balance) 198.52 861.95 198.68 205.57

Note: The figures disclosed in the Standalone Financial Statements for the Six months ended September 30, 2015 are extracted from the audited Indian Statutory Accounts for the six months ended September 30, 2015, for the year ended March 31, 2015, and 2014 are extracted from the audited Indian Statutory Accounts for the years ended March 31, 2015, approved by the Board of Directors on May 26, 2015. Figures for the year ended March 31, 2013 are extracted from the audited Indian Statutory Accounts for the years ended March 31, 2014, approved by the Board of Directors on May 29, 2014. Any event subsequent to the said dates has not been considered / adjusted.

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For Private Circulation Only

67

I. ANY MATERIAL EVENT / DEVELOPMENT OR CHANGE HAVING IMPLICATIONS ON FINANCIALS / CREDIT QUALITY AT THE TIME OF ISSUE (IF ANY)

To the best of our knowledge there is no material event/development or change at the time of issue or subsequent to the issue which may affect the Issue or the Investor’s decision to invest/continue to invest in the Debentures.

J. THE NAMES OF THE DEBENTURE TRUSTEE(S) SHALL BE MENTIONED WITH STATEMENT TO THE EFFECT THAT DEBENTURE TRUSTEE(S) HAS GIVEN HIS CONSENT TO THE ISSUER FOR HIS APPOINTMENT UNDER REGULATION 4(4) AND IN ALL THE SUBSEQUENT PERIODICAL COMMUNICATIONS SENT TO THE HOLDERS OF DEBT SECURITIES

IL&FS Trust Company Limited has given its consent to act as Debenture Trustee under regulation 4 (4) of the SEBI Regulations in its letter dated April 26, 2016.

IL&FS Trust Company Limited The IL&FS Financial Centre, 7th Floor, East Quadrant, Plot C- 22, G Block, Bandra Kurla Complex, Bandra (E), Mumbai 400051 email id : [email protected] Fax No : + 91 22 2653 3297

K. RATING LETTER

Credit Analysis and Research Limited has assigned a rating of ‘CARE AA+’ (pronounced as CARE Double A plus) in respect of these Debentures. Instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk. Please refer to Annexure 2 of this Information Memorandum for the letter dated April 19, 2016 from the Rating Agency assigning the credit rating abovementioned.

L. COPY OF CONSENT LETTER OF DEBENTURE TRUSTEE TO BE ENCLOSED

For details, kindly refer the Annexure 3.

M. NAME OF ALL RECOGNISED STOCK EXCHANGES WHERE THE DEBT SECURITIES ARE PROPOSED TO BE LISTED CLEARLY INDICATING THE DESIGNATED STOCK EXCHANGE

The Debentures of the Company are proposed to be listed on the WDM segment of the BSE and NSE, within 15 days from the Deemed Date of Allotment. In case of delay in listing of the Debentures beyond 20 days from the Deemed Date of Allotment, the Company will pay penal interest of at least 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 investors.

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For Private Circulation Only

68

N. OTHER INFORMATION

DRR CREATION

Debenture redemption reserve will be created for the purposes of the Debentures in accordance with section 71 of the Act and applicable rules and notifications thereunder.

ISSUE/INSTRUMENT SPECIFIC LEGISLATIONS

(1) Companies Act, 2013 and all rules and regulations framed thereunder

(2) Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008

(3) Listing agreement with BSE and NSE for listing of privately placed Debentures

APPLICATION PROCESS

Please refer to the section titled Application Procedure on page 72 of this Information Memorandum for further details.

O. DETAILS OF ISSUE

For details of issue kindly refer the Annexure I

P. INSPECTION OF DOCUMENTS

A statement containing particulars of the dates of, and parties to all material contracts, agreements involving financial obligations of the Issuer

By very nature and volume of its business, the Company is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of the Company. However, the contracts and documents referred to below (not being contracts entered into in the ordinary course of the business carried on by the Company) which are or may be deemed to be material have been entered into by the Company. Copies of the same may be inspected at the Registered Office of the Company between 10.00 a.m. and 12.00 noon on any working day (Monday to Friday) until the date of closing of the Issue.

Sr. No. Nature of Contract

1. Certified copy of the Memorandum & Articles of Association of the Company. 2. Certified true copy of the resolution passed by the Board of Directors dated May 26, 2015,

subsequently revalidated on November 6, 2015 and March 30, 2016, in line with the Reserve Bank of India Master Circular No. RBI/2011-12/65 DBOD No.BP.BC.19/ 21.04.141/2011-12 dated July 1, 2011, authorizing the Committee of Directors / Executives to take all action and to finalise the terms and conditions for issue of the Debentures.

3. Certified true copy of the resolutions passed by the Committee of Directors / Executives dated April 27, 2016 approving the issue of Rated, Listed, Unsecured, 8.25% Coupon, Redeemable Non-Convertible Debentures.

4. Certified true copy of the resolutions passed by the members of the Company at the Seventieth Annual General Meeting held on August 13, 2015 which inter alia authorize the issue of Debentures.

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5. Annual Report of the Company for the Financial Year ended on March 31, 2015, March 31, 2014 and March 31, 2013.

6. Copy of letter dated April 19, 2016 received from Credit Analysis & Research Limited (CARE) granting credit rating to the Debentures to be issued in pursuance of this Information Memorandum.

7. Copy of letter dated April 26, 2016 from IL&FS Trust Company Limited conveying its acceptance to act as Debenture Trustees in pursuance of this Information Memorandum.

8. Copy of the in-principle approval granted by BSE and NSE dated April 26,2016 for listing on the debentures on the WDM segment issued in terms of the Information

9. Copies of the agreements executed with NSDL and CDSL.

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For Private Circulation Only

70

Q. OTHER INFORMATION AND ISSUE PROCEDURE

The Debentures being offered as part of the Issue are subject to the provisions of the Act, the Memorandum and Articles of Association of the Company, the terms of this Information Memorandum, Application Form and other terms and conditions as may be incorporated in the debenture trust deed.

Mode of Transfer/ Transmission of Debentures

The Debenture(s) shall be transferred and/ or transmitted in accordance with the applicable provisions of the Act and other applicable laws. Attention of the Investors is drawn to section on Eligible Investors on Page 73 of this Information Memorandum. The provisions relating to transfer, transmission and other related matters in respect of shares of the Issuer contained in the Articles of Association and the Act shall apply mutatis mutandis (to the extent applicable to debentures), to the Debentures as well. The Debentures held in dematerialised form shall be transferred subject to and in accordance with the rules/ procedures as prescribed by NSDL/CDSL and the relevant Depositories of the transferor or transferee and any other applicable laws and rules notified in respect thereof. The transferee(s) should ensure that the transfer formalities are completed prior to the Record Date. In the absence of the same, Coupon will be paid/ redemption will be made to the person, whose name appears in the register of debenture holders maintained by the Depositories under all circumstances. In cases where the transfer formalities have not been completed by the transferor, claims, if any, by the transferees would need to be settled with the transferor(s) and not with the Issuer. The normal procedure followed for transfer of securities held in dematerialized form shall be followed for transfer of these Debentures held in electronic form. The transferor should give delivery instructions containing details of the transferee’s depository account to his Depository.

Investors may note that subject to applicable law, the Debentures of the Issuer would be issued and traded in dematerialised form only.

Debentures held in Dematerialised form

The Debentures shall be held in dematerialised form and no action is required on the part of the Debenture Holder(s) for redemption purposes and the redemption proceeds will be paid by way of cheque(s)/ redemption warrant(s)/ demand draft(s)/ credit through RTGS system/ funds transfer to those Debenture Holder(s) whose names appear on the list of Beneficiaries provided by the Depositories to the Issuer. The names would be as per the Depositories’ records on the relevant record date fixed for the purpose of redemption. All such Debentures will be simultaneously redeemed through appropriate debit corporate action.

The list of beneficiaries as of the relevant record date setting out the relevant beneficiaries’ name and account number, address, bank details and DP’s identification number will be given by the Depositories to the Issuer and the Registrar. Based on the information provided above, the Issuer/Registrar will dispatch the cheque for interest / Coupon payments to the beneficiaries. If permitted, the Issuer may transfer payments required to be made in relation to any by electronic transfer of funds/RTGS, to the bank account of the Debenture Holder for redemption and interest/ Coupon payments.

Trustee for the Debenture Holder(s)

The Issuer has appointed IL&FS Trust Company Limited to act as the trustee for the Debenture Holder(s). The Issuer and the Debenture Trustee intend to enter into the debenture trust deed inter alia, specifying the powers, authorities and obligations of the Debenture Trustee and the Issuer. The Debenture Holder(s) shall, without further act or deed, be deemed to have irrevocably given their consent to the Debenture Trustee or any of its agents or authorized officials to do all such acts, deeds, matters and things in respect of or relating to the Debentures as the Debenture Trustee may in its absolute discretion deem necessary or require to be done in the interest of the Debenture Holder(s). Any payment made by the Issuer to the Debenture Trustee on behalf of the Debenture Holder(s) shall discharge the Issuer pro tanto to the Debenture Holder(s). The Debenture Trustee will protect the interest of the Debenture Holder(s) in regard to timely payment of Coupon and repayment of principal and they will take necessary action, subject to and in accordance with the debenture trust teed, at the

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cost of the Issuer. No Debenture Holder shall be entitled to proceed directly against the Issuer unless the Debenture Trustee, having become so bound to proceed, fails to do so. The debenture trust deed shall more specifically set out rights and remedies of the Debenture Holders and the manner of enforcement thereof.

Future Borrowings

The Company shall be entitled from time to time to make further issue of debentures to the public, members of the Company and /or any other person(s) and to raise further loans, advances or such other facilities from banks, financial institutions and / or any other person(s) on the security or otherwise of its assets.

Sharing of Information

The Issuer may, at its option, but subject to applicable laws, use on its own, as well as exchange, share or part with any financial or other information about the Debenture Holder(s) available with the Issuer, with its subsidiaries and affiliates and other banks, financial institutions, credit bureaus, agencies, statutory bodies, as may be required and neither the Issuer nor its subsidiaries and affiliates nor their agents shall be liable for use of the aforesaid information.

Debenture Holder not a Shareholder

The Debenture Holder(s) will not be entitled to any of the rights and privileges available to the shareholders of the Issuer.

Modification of Debentures/Information Memorandum

The Debenture Trustee and the Issuer may agree, without the consent of the Debenture Holder(s) to:

1. any modification to the Debentures, which is not prejudicial to the interest of the Debenture Holder(s); and

2. any modification of this Information Memorandum which is a manifest or proven error or is in violation of any provision of law.

Right to Accept or Reject Applications

The Board of Directors/ Committee of Directors reserves its full, unqualified and absolute right to accept or reject any application for subscription to the Debentures, in part or in full, without assigning any reason thereof.

Notices

All notices to the Debenture Holder(s) required to be given by the Issuer or the Debenture Trustee shall have been given if sent either by registered post, by facsimile or by email to the original/ first allottees of the Debenture(s), or as may be prescribed by applicable law.

All notice(s) to be given by the Debenture Holder(s) shall be sent by registered post or by hand delivery to the Issuer or to such persons at such address as may be notified by the Issuer from time to time through suitable communication.

Notice(s) shall be deemed to be effective (in the case of registered post) seven business days after posting, (in the case of facsimile/email) twenty four hours after dispatch or (in the case of personal delivery) at the time of delivery.

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Issue Procedure

Only Eligible Investors as given hereunder may apply for the Debentures by completing the Application Form in the prescribed format in BLOCK LETTERS in English as per the instructions contained therein. The minimum number of Debentures that can be applied for and the multiples thereof shall be set out in the relevant Application Form. No application can be made for a fraction of a Debenture. Application Forms should be duly completed in all respects and applications not completed in the said manner are liable to be rejected. The name of the applicant’s bank, type of account and account number must be duly completed by the applicant. This is required for the applicant’s own safety and these details will be printed on the refund orders and interest/ redemption warrants.

An Application Form must be accompanied by either demand draft(s) or cheque(s) drawn or made payable in favour of the Issuer or otherwise as may be set out in the Application Form and crossed “Account Payee Only”. Cheque(s) or demand draft(s) may be drawn on any bank including a co-operative bank, which is a member or a sub-member of the bankers clearing house located at Mumbai. If permitted, the applicant may transfer payments required to be made in relation to any by electronic transfer of funds/RTGS, to the bank account of the Issuer as per details mentioned in the Application Form.

Application Procedure

Potential Investors will be invited to subscribe by way of the format of the Application Form prescribed in this Information Memorandum during the period between the Issue Opening Date and the Issue Closing Date (both dates inclusive). The Company reserves the right to close the Issue at the earlier date on the Issue being fully subscribed.

Fictitious Application: Attention of applicants is specially drawn to the provisions of Section 38 of the Act: “Any person who: (a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its securities; or (b) makes or abets making of multiple applications to a company in different names or in different combinations of his name or surname for acquiring or subscribing for its securities; or (c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any other person in a fictitious name, shall be liable for action under Section 447 of the Act which includes punishment with imprisonment for a term which shall not be less than six months but which may extend to ten years and shall also be liable to fine which shall not be less than the amount involved in the fraud, but which may extend to three times the amount involved in the fraud. Provided where the fraud in question involves public interest, the term of imprisonment shall not be less than three years.

Basis of Allotment

Notwithstanding anything stated elsewhere, the Company reserves the right to accept or reject any application, in part or in full, without assigning any reason. Subject to the aforesaid, in case of over subscription, priority will be given to Investors on a first cum first serve basis. The Investors will be required to remit the funds as well as submit the duly completed Application Form along with other necessary documents to the Company by the Deemed date of allotment.

Deemed date of allotment for the issue is April 27, 2016 by which date Investors would be intimated of allotment.

Payment Instructions

Upon receipt of intimation of allotment, application form along with cheque(s)/drafts favouring “Tata Motors Limited - NCD Issue Proceeds Account”, crossed Account Payee only should be tendered through the Sole Arranger. The entire amount of `1,000,000/- (Rupees Ten Lakhs only) per debenture is payable on the application. Applicants can alternatively, remit the application amount through RTGS on HDFC Bank. The RTGS details of Tata Motors Limited are as under:

IFSC Code: HDFC0000060

Bank Account No.: 00600310035453

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Eligible Investors

The following categories of Investors, when specifically approached, are eligible to apply for this private placement of Debentures subject to fulfilling their respective investment norms/ rules and compliance with laws applicable to them by submitting all the relevant documents along with the application form:

1. Banks & such Financial Institutions as are set out in Rule 2(c) of the Companies (Acceptance of Deposit) Rules, 2014.

2. Insurance Companies as are set out in Rule 2(c) of the Companies (Acceptance of Deposit) Rules, 2014.

3. Companies incorporated under the Act including Companies Act, 1956.

All Investors / transferees are required to comply with the relevant regulations/guidelines applicable to them for investing in this issue of / purchasing the Debentures and with respect to any subsequent transfer of the Debentures and shall be bound by the terms and conditions of the Debentures as set out in this Information Memorandum.

Applications not to be made by person(s) or entity(es) resident outside India (including Foreign Institutional Investors, non-resident Indians, Overseas Corporate bodies, etc.)

Depository Arrangements

The Issuer shall make necessary depository arrangements with CDSL and NSDL for issue and holding of Debentures in dematerialised form.

List of Beneficiaries

The Issuer shall request the Depositories to provide a list of Beneficiaries as at the end of the relevant record date. This shall be the list, which will be used for payments of interest or repayment of redemption monies, as the case may be.

Applications under Power of Attorney

A certified true copy of the power of attorney or the relevant authority as the case may be along with the names and specimen signature(s) of all the authorized signatories and the tax exemption certificate/ document, if any, must be lodged along with the submission of the completed application form. Further modifications/ additions in the power of attorney or authority should be notified to the Issuer or to its agents or to such other person(s) at such other address(es) as may be specified by the Issuer from time to time through a suitable communication.

In case of an application made by companies under a power of attorney or resolution or authority, a certified true copy thereof along with memorandum and articles of association and/ or bye-laws along with other constitution documents must be attached to the application form at the time of making the application, failing which, the Issuer 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.

Documents to be provided by Investors

Investors need to submit the following documentation, as applicable

Memorandum and Articles of Association / Documents Governing Constitution

Resolution authorising investment

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Certified True Copy of the power of attorney

Specimen signatures of the authorised signatories duly certified by an appropriate authority

SEBI Registration Certificate, if applicable

Copy of PAN Card to be submitted

Application form (including RTGS details)

Applications to be accompanied with bank account details

Every application shall be required to be accompanied by the bank account details of the applicant and the magnetic ink character reader code of the bank for the purpose of availing direct credit of interest and all other amounts payable to the Debenture Holder(s) through electronic transfer of funds or RTGS.

Succession

In the event of winding-up of the holder of the Debenture(s), the Issuer will recognize the executor or administrator of the concerned Debenture Holder(s), or the other legal representative as having title to the Debenture(s). The Issuer shall not be bound to recognize such executor or administrator or other legal representative as having title to the Debenture(s), unless such executor or administrator obtains probate or letter of administration or other legal representation, as the case may be, from a court in India having jurisdiction over the matter.

The Issuer may, in its absolute discretion, where it thinks fit, dispense with production of probate or letter of administration or other legal representation, in order to recognize such holder as being entitled to the Debenture(s) standing in the name of the concerned Debenture Holder on production of sufficient documentary proof or indemnity.

Mode of Payment

All payments must be made through cheque(s)/draft(s)/transfers/RTGS as set out in the application form.

Effect of Holidays

In the event that any date on which any Coupon payment is required to be made by the Issuer is not a Business Day, the immediately succeeding Business Day shall be considered as the effective date(s) for that payment.

In the event that the Redemption Date in respect of the Debentures is not a Business Day, the immediately preceding Business Day shall be considered as the effective date for redemption of Debentures.

Payment of Coupon

Coupon for each of the Coupon periods shall be computed on an actual/365 days a year basis on the principal outstanding on the Debentures at the Coupon Rate. If the Coupon period from start date to end date includes February 29, then interest shall be paid on the basis of (end date-start date)/366.

Default in payment

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

Tax Deduction at Source

Tax as applicable under the Income Tax Act, 1961 (as amended from time to time), or any other statutory modification or reenactment 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 Registrar’s office and the Registered Office of the Company at least 30 (thirty) days before the Coupon payment becoming due and if required, be submitted afresh annually and/or as and when called upon for the same by the Company. Failure to comply with the above shall entitle the Company to deduct tax at source as may be advised to it.

Letters of Allotment

The Debentures will be credited in dematerialised form within 2 (two) Business Days from the Deemed Date of Allotment.

Deemed Date of Allotment

All the benefits under the Debentures, including but not limited to the payment of Coupon, will accrue to the Investor from the deemed date of allotment. The deemed date of allotment for the Issue is April 27, 2016.

Record Date

The record date for payment of Coupon or repayment of principal shall be 15 (Fifteen) calendar days prior to the date on which Coupon is due and payable on the Debentures or the date of redemption of such Debentures.

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 Debentures.

In case the Issuer has received money from applicants for Debentures in excess of the aggregate of the application money relating to the Debentures in respect of which allotments have been made, the Registrar shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess, if any.

PAN Number

Every applicant should mention its Permanent Account Number (PAN) allotted under Income Tax Act, 1961, on the Application Form and attach a self-attested copy as evidence. Application forms without PAN will be considered incomplete and are liable to be rejected.

Payment on Redemption

Payment on redemption will be made by way of cheque(s)/ redemption warrant(s)/ demand draft(s)/ credit through RTGS system/ funds transfer in the name of Debenture Holder(s) whose names appear on the List of beneficial owners given by the Depository to the Company as on the Record Date.

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The Debentures shall be taken as discharged on payment of the redemption amount by the Company on maturity to the registered Debenture Holder(s) whose name appears in the register of debenture holder(s) on the Record Date. Such payment will be a legal discharge of the liability of the Company towards the Debenture Holder(s). On such payment being made, the Company will inform NSDL/CDSL and accordingly the account of the Debenture Holder(s) with NSDL/CDSL will be adjusted.

The Company's liability to the Debenture Holder(s) towards all their rights including for payment or otherwise shall cease and stand extinguished from the due dates of redemption in all events.

Further the Company will not be liable to pay any interest or compensation from the dates of such redemption.

On the Company dispatching the amount as specified above in respect of the Debentures, the liability of the Company shall stand extinguished.

For Tata Motors Limited

Name: Designation:

Place: Mumbai Date: April 27, 2016

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ANNEXURE 1: TERMSHEET

Security name 8.25% (Eight decimal point Two Five) Tata Motors Limited Series–(E 27 A) 2016

Issuer Tata Motors Limited

Type of Instrument Rated, Listed, Unsecured, Redeemable, Non-Convertible Debentures

Nature of instrument Unsecured

Seniority The Debentures will rank pari passu with other unsecured debts of the Issuer

Mode of issue Private Placement

Eligible investor Banks & such Financial Institutions as are set out in Rule 2(c) of the Companies (Acceptance of Deposit) Rules, 2014

Insurance Companies as are set out in Rule 2(c) of the Companies (Acceptance of Deposit) Rules, 2014

Companies incorporated under the Companies Act, 1956 and Companies Act, 2013

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

The Debentures of the Company are proposed to be listed on the WDM segment of the BSE and NSE, within 15 days from the Deemed Date of Allotment. In case of delay in listing of the Debentures beyond 20 days from the Deemed Date of Allotment, the Company will pay penal interest of at least 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 investors.

Rating CARE AA+ by Credit Analysis & Research Limited

Issue size `300 Crores (Rupees Three Hundred Crores only)

Option to retain oversubscription

Not Applicable

Objects of the Issue To raise funds via issue of Debentures aggregating to `300 Crores (Rupees Three Hundred Crores only) for utilisation towards capital expenditure, working capital, refinancing of existing indebtedness and other general corporate purpose permitted by RBI for bank finance. Issuer undertakes not to use proceeds for investments in any capital market, real estate and other such activities not permitted by RBI

Details of utilization of proceed

The proceeds shall be utilised towards capital expenditure, working capital, refinancing of existing indebtedness and other general corporate purpose permitted by RBI for bank finance. Issuer undertakes not to use proceeds for investments in any capital market, real estate and other such activities not permitted by RBI

Coupon Rate 8.25% (Eight decimal point Two Five)

Step up / Step down coupon rate

Not Applicable

Coupon payment frequency

Annual

Coupon payment date Coupon dates will be on April 27, 2017, April 27, 2018 and January 28, 2019

Please refer to the table below for further details:

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Cash Flows

Date No. of days in Coupon Period

Amount per Debenture (in

Rupees) 1st Coupon

Thursday, April 27, 2017

365 82,500.00

2nd Coupon

Friday April 27, 2018

365 82,500.00

3rd Coupon

Monday January 28, 2019

276 62,383.57

Principal Monday January 28, 2019

10,00,000.00

Coupon type Fixed

Coupon reset process Not Applicable

Day count basis Actual / Actual

Interest on Application Money

Interest will be paid on the application money at the Coupon rate from the Pay-In Date till the day prior to the Deemed Date of Allotment and the interest amount shall be paid within 2 (two) days of allotment of the Debentures.

Default Interest Rate In case of default in payment of Coupon and / or principal redemption amount on the due dates, additional interest @ 2% p.a. (Two percent per annum) over the Coupon rate will be payable by the Company for the default period.

Tenor 1006 days (One Thousand and Six days) from the Deemed Date of Allotment

Redemption Date January 28, 2019

Redemption Amount Face Value i.e. `10,00,000/- (Rupees Ten Lakhs only) per Debenture aggregating to `300 Crores (Rupees Three Hundred Crores)

Redemption Premium / Discount

Nil

Issue Price Face Value i.e. `10,00,000/- (Rupees Ten Lakhs only) per Debenture aggregating to `300 Crores (Rupees Three Hundred Crores)

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

Nil

Put Option Date Not Applicable

Put Option Price Not Applicable

Call Option Date Not Applicable

Call Option Price Not Applicable

Put Option Notification Time

Not Applicable

Call Option Notification Time

Not Applicable

Face Value `10,00,000/- (Rupees Ten Lakhs only) per Debenture

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Minimum Application 50 debentures (`5,00,00,000 (Rupees Five Crores only) face value) and in multiples of 10 debentures (`1,00,00,000 (Rupees One Crore only) face value) thereafter

Issue Opening Date April 27, 2016 Issue Closing Date April 27, 2016 Pay-In Date April 27, 2016 Deemed Date of Allotment

April 27, 2016

Issuance mode of the instrument

Demat only

Trading mode of the instrument

Demat only

Settlement mode of the instrument

Demat

Depository NSDL/CDSL

Business day convention In the event that any date on which any Coupon payment is required to be made by the Issuer is not a Business Day, the immediately succeeding Business Day shall be considered as the effective date(s) for that payment. In the event that the Redemption Date in respect of the Debentures is not a Business Day, the immediately preceding Business Day shall be considered as the effective date for redemption of Debentures.

Record date The record date for payment of Coupon or repayment of principal shall be 15 (fifteen) calendar days prior to the date on which Coupon is due and payable on the Debentures, or the date of redemption of such Debentures.

Security Unsecured

Transaction documents The debenture trust agreement/ debenture trust deed to be executed for the Issue along with this Information Memorandum.

Condition Precedent to Disbursement

Not Applicable

Condition Subsequent to Disbursement

Not Applicable

Events of default / Accelerations Events

The debenture trust deed / debenture trustee agreement will contain an exhaustive list of events which may, at the end of cure period (if applicable), constitute events of default / acceleration events. However, an indicative list of the events of default/acceleration events is provided below: - Default in payment of Coupon to the holders of the Debentures - Default in redemption of the Debentures on due date - If the Company commences a voluntary proceeding under any

applicable bankruptcy, insolvency, winding up or other similar law now or hereafter in effect

- A liquidator, judicial custodian, receiver, administrative receiver or trustee or any analogous officer has been appointed in respect of the whole or any part of the property of the Company

- The Company has been declared as a sick industry under the Sick

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Industrial Companies (Special Provisions) Act, 1985 - An order is made or an effective resolution passed or analogous

proceedings taken or filed for the winding up, bankruptcy or dissolution of the Company

- The Company has declared a moratorium on payments to its lenders for a continuous period of 60 (sixty) Business Days

Provisions related to Cross Default Clause

Not Applicable

Roles and responsibilities of Debenture Trustees

The Debenture Trustee shall have the roles and responsibilities as set forth in Debenture Trust Agreement. For further details, please refer to “Trustee for the Debentures Holders” on page 70 of this Information Memorandum

Governing Law and Jurisdiction

The Debentures and Transaction Documents shall be governed by and be subject to the laws of India. In respect of any disputes or matters arising pursuant to the issuance of the Debentures or the Transaction Documents, the Courts and Tribunals of Mumbai shall have the sole jurisdiction to deal with any disputes or matters arising pursuant to the issuance of the Debentures or the Transaction Documents.

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ANNEXURE 2: CREDIT RATING LETTER FROM CARE

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ANNEXURE 3: CONSENT LETTER FROM DEBENTURE TRUSTEE

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ANNEXURE 4: APPLICATION FORM

TATA MOTORS LIMITED Registered Office: Bombay House, 24, Homi Mody Street, Fort, Mumbai 400001

Phone: +91-22-6665 8282 ; Fax: +91-22-6665 7788 Email: [email protected] ; Website: www.tatamotors.com

CIN: L28920MH1945PLC004520

APPLICATION FORM FOR PRIVATE PLACEMENT OF NON CONVERTIBLE DEBENTURES (NCD) SERIES –[E 27 A]

ISSUE OPENS ON: April 27, 2016 CLOSING ON April 27, 2016 Date of Application __________ Dear Sirs, Having read and understood the contents of the Information Memorandum of Private Placement dated April 27, 2016, I/We apply for allotment to me/us of the NCD. The amount payable on application as shown below is remitted herewith. On allotment, please place my/our name(s) on the Register of Debenture holders under the issue. I/We bind myself / ourselves by the terms and conditions as contained in the Information Memorandum of Private Placement. I/We confirm that we are eligible to apply for this Issue. DEBENTURES APPLIED FOR (` 10,00,000/- per debenture) FOR BANK USE ONLY

No. of Debentures (in figures)

Date of receipt of

application

No. of Debentures (in words) Date of receipt of cheque

Amount (`) (in figures)

Date of clearance of cheque

Amount (`) (In words)

PARTICULARS OF DP ID RTGS/Cheque/Fund Transfer/ Demand Draft drawn on (Name of Bank and Branch)

Cheque/Demand Draft No./UTR No. in case of RTGS/ A/c no incase of FT

RTGS/Cheque/ Demand Draft/ fund transfer Date

DP ID No.

Client ID No.

Tax status of the Applicant (please tick one) 1. Non Exempt 2. Exempt under: Self-declaration Under Statute Certificate from I.T. Authority

We apply as (tick whichever is applicable) PAYMENT PREFERENCE 1. Financial Institution 2. Company 5. Commercial Bank/Co-op.Bank/UCB

3. Insurance Company 4. NBFC/ RNBFC APPLICANT’S NAME IN FULL:

Tax payer’s PAN or GIR No. if allotted IT Circle/ Ward/ District

MAILING ADDRESS IN FULL (Do not repeat name) (Post Box No. alone is not sufficient) Pin Tel Fa

x

CONTACT PERSON

NAME DESIGNATION TEL. NO. FAX NO. Email

1. RURAL ELECTRIFICATION CO

Cheque Draft RTGS Payable at ________________

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1.1 TO BE FILLED IN BY THE APPLICANT

Name of the Authorized Signatory(ies) Designation Signature

……………………………………………..………………… TEAR ….…………………………………………………..................................

1. Application must be completed in full BLOCK LETTER IN ENGLISH except in case of signature. Applications,

which are not complete in every respect, are liable to be rejected. 2. Payments must be made by RTGS or cheque marked ‘A/c Payee only’ or bank draft drawn in favour of “Tata

Motors Limited - NCD Issue Proceeds Account” and as per the following details: Bank HDFC Bank

Branch Nanik Motwani Marg Fort Branch

Mumbai - 01 Account No. 00600310035453 IFSC Code No. HDFC0000060 3. Cheque or bank draft should be drawn on a scheduled bank payable at Mumbai 4. In cases of PF, Pension Fund, Gratuity Fund etc. exemption from TDS shall be granted against Income Tax

Recognition Certificate granted by Income Tax Authorities. 5. The Original Application Form along with relevant documents should be forwarded to the Registered Office of the

Company to the attention of Mr. H K Sethna, on the same day the application money is deposited in the Bank. A copy of PAN Card must accompany the application.

6. In the event of Debentures offered being over-subscribed, the same will be allotted in such manner and proportion as may be decided by the Company.

7. The Debentures shall be issued in De-mat form only and subscribers may carefully fill in the details of Client ID/ DP ID.

8. In the case of application made under Power of Attorney or by limited companies, corporate bodies registered societies, trusts etc., following documents (attested by Company Secretary /Directors) must be lodged along with the application or sent directly to the Company at its Registered Office to the attention of Mr. H K Sethna along with a copy of the Application Form.

a. Certificate of Incorporation and Memorandum & Articles of Association b. Resolution of the Board of Directors/Trustee and identification of those who have authority to operate c. Power of attorney granted to its managers, officers or employees to transact business on its behalf d. Any officially valid document to identify the trustees, settlers, beneficiaries and those holding Power of

Attorney e. Resolution of the managing body of the foundation / association f. Certificate of registration g. Telephone Bill h. PAN (otherwise exemption certificate by IT authorities)

9. The applicant represents and confirms that it has understood the terms and conditions of the Debentures and is

authorised and eligible to invest in the same and perform any obligations related to such investment. 10. Interest on application money will be payable at the coupon rate from the date of on which such application monies

are realized by the Company till the day prior to the allotment date and the interest amount shall be paid within two days of allotment. Interest on application monies shall not be payable if the date such funds are realized by the Company and Date of Allotment (or the deemed date of Allotment) are the same.

TATA MOTORS LIMITED

REGD OFFICE: BOMBAY HOUSE, 24, HOMI MODY STREET, FORT, MUMBAI 400001

APPLICATION FORM FOR PRIVATE PLACEMENT OF NON CONVERTIBLE DEBENTURES (SERIES E27-A) (To be filled by the Applicant) ACKNOWLEDGEMENT SLIP Received from _________________________________ an application for _____________ debentures Address_______________________________________ cheque/ draft No.________________ dated _______________ _____________________________________________ Drawn on __________________________________________ _________________________________________ for ` (in figures)____________________________________

_______________ Pin Code ______________________ for ` (in words) ____________________________________