Draft Information Memorandum For Private Circulation Only Srl. No: Date: July 16, 2021 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; Website : www.tatamotors.com CIN: L28920MH1945PLC004520 Issue of Rated, Listed, Unsecured, Redeemable, Non-Convertible Debentures of a face value of ₹10,00,000/- (Rupees Ten Lakhs only) each “Debentures”, Series E30-B 6.95% p.a. ( Six Decimal Nine Five Percent per annum) Coupon aggregating to ₹500 Crores (Rupees Five 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 in accordance with the provisions of Schedule I of Securities and Exchange Board (Issue and Listing of Debt Securities) Regulations, 2008, as amended from time to time and Section 42 of the Companies Act, 2013 as amended from time to time and the Companies (Prospectus and Allotment of Securities) Rules, 2014 as amended from time to time. The issue of the Debentures comprised in the Issue and described under this Information Memorandum has been authorized by a resolution passed by the Board of Directors of the Issuer on March 15, 2021 all applicable regulations and by the Board constituted Committee resolution dated July 20, 2021. GENERAL RISKS 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 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 an eligible investor. 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. 1 Draft Information Memorandum For Private Circulation Only 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 CRISIL has assigned CRISIL AA- (pronounced as CRISIL Double A Minus with Stable outlook) rating to the captioned Issue by the Company aggregating up to ₹500 Crores (Rupees Five 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. 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 BSE and NSE on ____, 2021 respectively for listing the Debentures offered through this Issue. The issue would be under the electronic book mechanism for issuance of debt securities on private placement basis SEBI circular no. SEBI/HO/DDHS/CIR/P/2018/05 dated January 05, 2018 and read with the SEBI circular no. SEBI/HO/DDHS/CIR/P/2018/122 dated August 16, 2018 any amendments thereto (“SEBI EBP Circular”) read with the “Updated Operational Guidelines for issuance of Securities on Private Placement basis through an (“Electronic Book Mechanism”) issued by BSE vide their Notice no. 20180928-24 dated September 28, 2018 and any amendments thereto (“BSE EBP Guidelines”), together with the SEBI EBP Circular referred to as the “Operational Guidelines”. The Company intends to use the BSE Bond – EBP platform (as defined in Section 1 titled “Definitions”) for the Issue. Debenture Trustee Registrar to the Issue Vistra ITCL (India) Limited CIN no. U66020MH1995PLC095507 TSR Darashaw Consultants Private Limited, formerly TSR Darashaw Limited The IL&FS Financial Centre, 7th Floor, East Quadrant, CIN no. U74999MH2018PTC307859 Plot C- 22, G Block, Bandra Kurla Complex, Bandra (E), (Subsidiary of Link Intime India Private Limited) Mumbai 400 051 C-101, 1st Floor, 247 Park, Lal Bahadur Shashtri Marg, email id : [email protected] Vikhroli (West), Mumbai- 400 083 Tel No. : +91 22 2659 3535 email id: [email protected] Fax No : + 91 22 2653 3297 Tel No. +91 22 6656 8484 Fax No: +91 22 6656 8494 ISSUE PROGRAMME Issue Opens on : July 20, 2021 Issue Closes on : July 20, 2021 Deemed date of allotment : July 22, 2021 The Issuer reserves the right to change the Issue time table including the Date of Allotment /Deemed date of Allotment at its sole discretion, without giving any reasons or prior notice. The issue will be open for bidding on the Issue Open Date. The issue shall be subject to the provisions of the Companies Act, 2013 the rules notified thereunder, the SEBI (Issue and Listing of Debt Securities) Regulations, 2008 (“SEBI ILDS Regulations”), the terms and conditions of this Disclosure document filed with the Stock Exchange and other documents in relation to the Issue. 2 Draft Information Memorandum For Private Circulation Only TABLE OF CONTENTS S. No. Content Page No. 1. Definitions and Abbreviations 4 2. Disclaimers 6 3. Risk factors 8 4. Brief details about the Issuer 35 5. Brief summary of Business /Activities of the Issuer and its line of business 36 6. Brief history of the Issuer since its incorporation 53 7. Details of Shareholding of the Company as on March 31, 2021 57 8. Details of Directors of the Company 59 9. Details of Auditors of the Company 62 10. Details of Borrowings of the Company as on March 31, 2021 62 11. Details of Promoter and Promoter Group of the Company as on March 31, 2021 66 12. Abridged version of Financial Information for the last 3 years 67 13. Material event/development or change having implication on Financials/credit quality 80 14. Name of Debenture Trustee along with Statement on their Consent 80 15. Rating Letter 80 16. Copy of Consent Letter of Debenture Trustee 81 17. Listing of Securities 81 18. Other Information 81 19. Details of Issue 81 20. Disclosures Pertaining to Wilful Default 81 21. Inspection of Documents 82 22. Other Information and Issue Procedure 82 23. Declaration by the Directors / Executives 90 24. Form PAS-4 91 25. General Information 91 26. Particulars of the Offer 92 27. Modes of Payment for subscription 94 28. Disclosures with regard to interest of Directors, Litigation, etc. 94 29. Financial Position of the Company 102 30. Declaration by the Directors 104 31. Annexures Annexure 1- Term Sheet 105 Annexure 2- Credit Rating Letter from CRISIL 110 Annexure 3- Consent Letter from Debenture Trustee 111 Annexure 4- Application Form 112 3 Draft Information Memorandum For Private Circulation Only DEFINITIONS AND ABBREVIATIONS Unless the context otherwise indicates or requires, the following terms shall have the meanings given below in this Information Memorandum. Tata Motors Limited, a company having its registered office at Bombay House, 24 The Company / Issuer / TML / Tata Homi Mody Street, Mumbai – 400 001 (on a standalone basis, unless the context Motors otherwise requires) The form which shall be circulated to the prospective investors along with the Application Form Information Memorandum/Disclosure document for the purpose of applying for the debentures.