As filed with the Securities and Exchange Commission on July 30, 2019 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report Commission file number: 001-32294 TATA MOTORS LIMITED (Exact name of Registrant as specified in its charter) Bombay House 24, Homi Mody Street Republic of India Mumbai 400 001, India (Jurisdiction of incorporation or organization) (Address of principal executive offices) H.K. Sethna Tel.: +91 22 6665 7219 Facsimile: +91 22 6665 7790 Email: [email protected] Address: Bombay House 24, Homi Mody Street Mumbai 400 001, India (Name, Telephone, Facsimile number, Email and Address of company contact person) Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of Each Exchange On Which Registered Ordinary Shares, par value Rs.2 per TTM New York Stock Exchange share* Securities registered or to be registered pursuant to Section 12(g) of the Act: None (Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: ‘A’ Ordinary Shares, par value Rs.2 per share (Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 2,887,348,694 Ordinary Shares and 508,502,371 ‘A’ Ordinary Shares, including 323,696,360 Ordinary Shares represented by 64,735,220 American Depositary Shares (“ADSs”), outstanding as of March 31, 2019. Each ADS represents five (5) Ordinary Shares as of March 31, 2019. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☒ Yes ☐ No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ☐ Yes ☒ No Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Emerging growth company ☐ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards1 provided pursuant to Section 13(a) of the Exchange Act. N/A Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing. U.S. GAAP ☐ International Financial Reporting Standards Other ☐ as issued by the International Accounting Standards Board ☒ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No * Not for trading, but only in connection with listed American Depositary Shares, each representing five Ordinary Shares. 1 The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. In this annual report on Form 20-F, each of the following terms has the meaning ascribed to it below: • “ADR” means an American Depositary Receipt evidencing one or more ADSs; • “CNG” refers to compressed natural gas; • “Commercial Vehicles” or “CVs” means vehicles in the commercial vehicle segment, including SCV & Pickups, MHCVs, ILCVs and CV Passenger Vehicles; • “Company” refers to Tata Motors Limited; • “Companies Act” refers to the Indian Companies Act, 2013, as amended from time to time, unless stated otherwise; • “CV Passenger Vehicles” means commercial Passenger Vehicles, which are passenger carriers in the Commercial Vehicle segment; • “Earnings Before Other Income, Interest and Tax” means earnings after adjusting the provision for impairment in Jaguar Land Rover but before share of profit/(loss) of equity accounted investees (net), assets written off/loss on sale of assets and others (net), other income/(loss) (net), foreign exchange gains/(loss) (net), interest income, interest expense (net) and income tax expense. • “Euro”, “EUR” and “€” mean the currency issued by the European Central Bank; • “Fiscal” means our fiscal year ending on March 31 of that year; • “Free Cash Flow” is a non-IFRS measure that equals cash flow from operating activities, less payment for property, plants and equipment and intangible assets; • “GBP” means the British pound, the lawful currency of the United Kingdom; • “GVW” means gross vehicle weight; • “IFRS” means the International Financial Reporting Standards and its interpretations as issued by the International Accounting Standards Board; • “ILCVs” means intermediate and light Commercial Vehicles, which are vehicles that have a GVW between 3.5 metric tons and 12 metric tons; • “Ind AS” means the Indian Accounting Standards; • “Indian GAAP” means the accounting principles generally accepted in India; • “Indian rupees” and “Rs.” mean the lawful currency of India; • “Korean won” means the lawful currency of South Korea; • “Liters” means the measurement equivalent to 61.02 cubic inches of volume, or approximately 1.057 U.S. quarts of liquid measure; • “Metric tons” or “tons” is a measurement equal to 1,000 kilograms or approximately 2,200 pounds; • “MHCVs” means medium and heavy Commercial Vehicles, which are vehicles that have a GVW of over 12 metric tons; • “Millimeters” or “mm” means the measurement equal to 1/1000 of a meter. A meter is equal to approximately 39.37 inches and a millimeter is equal to approximately 0.039 inch; • “Passenger Cars” means vehicles that have a seating capacity of up to five persons, including the driver, that are further classified into the following market categories: ○ Compact — length between 3,600 mm and 4,000 mm; i ○ Executive — length between 4,500 mm and 4,700 mm; ○ Luxury — length above 5,000 mm; ○ Mid-size — length between 4,250 mm and 4,500 mm; ○ Micro — length up to 3,200 mm; ○ Mini — length between 3,200 mm and 3,600 mm; ○ Premium — length between 4,700 mm and 5,000 mm; and ○ Super Compact — length between 4,000 mm and 4,250 mm; • “Passenger Vehicles” means Passenger Cars or Utility Vehicles; • “Ratio of Net Debt to Shareholders’ Equity” is measured as (total debt less cash and cash equivalent, mutual funds—current and money market funds) divided by equity (including non-controlling interest). • “Revenue” means the total revenue net of excise duty unless stated otherwise; • “RMB” and “Chinese Renminbi” mean the lawful currency of the People’s Republic of China; • “Russian Ruble” means the lawful currency of Russia; • “SG$” means the Singapore dollar, the lawful currency of Singapore; • “Shares” means the Ordinary Shares and the ‘A’ Ordinary Shares of Tata Motors Limited, unless stated otherwise; • “Small Commercial Vehicles & Pickups” or “SCVs & Pickups” means vehicles that have a GVW of up to 3.5 tons; • “SUV” means sports utility vehicle; • “TML” refers to Tata Motors Limited; and • “Utility Vehicles” or “UVs” means vehicles that have a seating capacity of five to ten persons, including the driver, which includes SUVs, multi-purpose vehicles and vans. In addition to the terms defined above: • References to “we”, “our”, “us” and “Tata Motors Group” are to Tata Motors Limited and its consolidated subsidiaries, except as the context otherwise requires; • References to “Jaguar Land Rover”, “Jaguar Land Rover business”, “Jaguar Land Rover Group” and “JLR” are to Jaguar Land Rover Automotive Plc and its subsidiaries, except as the context otherwise requires; • For our Jaguar Land Rover business, references to premium cars and luxury performance SUVs refer to a defined list of premium competitor cars and SUVs; • Unless otherwise stated, comparative and empirical Indian industry data in this annual report on Form 20-F have been derived from published reports of the Society of Indian Automobile Manufacturers (“SIAM”); • Figures in tables may not add up to totals due to rounding; and • All references to websites in this annual report on Form 20-F are intended to be inactive textual reference for information only and information contained in or accessible through any such website does not form a part of this annual report on Form 20-F.