Tata Motors Ltd

TO THE MEMBERS

The Directors are pleased to present herewith the Integrated Annual Report of Tata Motors Limited (‘the Company') along with the Audited Financial Statements for the Financial Year (‘FY') ended March 31, 2025.

( in crore)

Consolidated revenue of the Company from operations (excluding from discontinued operations) was 4,39,695 crore in FY25, which was 1.3% higher than the consolidated revenue of 4,34,016 crore in FY24. The underlying EBITDA margin (excluding from discontinued operations) was at 13.1% in FY25 as compared to 14.1% in FY24. Underlying EBIT margin (excluding from discontinued operations) stood flat at 7.9% in FY25 as compared FY24. The profit before tax from continuing operation 33,780 crore in FY25 as against 28,429 crore in FY24. Profit for the year stood at 28,149 crore in FY25 as compared to 31,807 crore in FY24.

The free cash flow (auto) was an inflow of 22,348 crore in FY25 compared to 26,925 crore in FY24. The Company is net auto cash of 1,018 crore as at March 31, 2025.

Standalone revenue from operations (including joint operations) was 69,419 crore in FY25 which was 5.3% lower than 73,303 crore in FY24. The profit before and after tax (including joint operations) for FY25 were 7,352 crore and 5,452 crore, respectively as compared to 7,851 crore and 7,902 crore, respectively for FY24. There was deferred tax charge of 1,847 crore in FY25 as compared to credit 165 to crore in FY24.

The Board of Directors (‘ the Board') is pleased to recommend declaration of a final dividend amounting to 6/- per Ordinary/ Equity Share of face value 2/- each fully paid-up, i.e., (300%) for FY25.

The Board has recommended the dividend based on the parameters laid down in the Dividend Distribution Policy and dividend will be paid out of the profits of the year. The said dividend, if approved by the Members at the ensuing Annual General Meeting (‘the AGM') will be paid to those Members whose name appears on the register of Members (including Beneficial Owners) of the Company as at the end of Wednesday, June 4, 2025. The said dividend, would involve cash outflow of 2,209 crore, resulting in a payout of 40.5% the standalone net profit of the Company for FY25. Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Members, w.e.f. April 1, 2020 and the Company is required to deduct tax at source from dividend paid to the Members at prescribed rates as per the Income

Tax Act, 1961.

The Company has fixed Wednesday, June 4, 2025 as the "Record Date" for the purpose of determining the entitlement of Members to receive dividend for FY25.

Pursuant to Regulation 43A of the Securities and Board of India (Listing Obligations and Requirements) Regulations, 2015 (‘SEBI Listing the Board had formulated a Dividend Distribution Policy (‘the Policy'). The Policy is available on the Company's website URL at: https://www.tatamotors.com/wp-content/ uploads/2023/11/dividend-distribution-policy.pdf

The Board has decided to retain the entire amount of for FY25 in the distributable retained earnings. An amount of 127 crore was transferred from Debenture Redemption Reserve to retained earnings in FY25.

The Indian Commercial Vehicle industry experienced mixed trends in FY25, influenced by macroeconomic caution and evolving market dynamics. The industry registered year-on-year a marginal decline of approximately 1%, largely due to a slowdown in the Heavy Commercial Vehicle (‘HCV') and Small Commercial Vehicle (‘SCV') segments, particularly during the second quarter. Demand remained measured in the lead-up to state and general elections, contributing to a moderation in overall volumes.

The bus segment, however continued to perform steadily, supported by sustained government investments in public transportation and the gradual shift toward electric mobility.

SCVs and pickups faced challenges arising from muted rural demand and tighter credit availability, which impacted retail momentum. Electric commercial vehicles witnessed growing interest, particularly in the bus and last-mile delivery segments, aided by the progression of public tenders and improving Total Cost of Ownership (TCO) economics.

At the broader industry level, infrastructure investments and increased adoption of digital tools supported operational efficiencies and influenced fleet replacement decisions. The continued transition toward cleaner mobility, including electric, Compressed Natural Gas (‘CNG') and alternative fuel vehicles, remained a key consideration in Original Equipment

Manufacturer (‘OEM') strategies.

The Indian Passenger Vehicle (‘PV') industry witnessed a modest 2% growth in FY25, following three consecutive years of growth, reaching 4.3 million units of sales. The segmental shifts in the industry continued to gain momentum, with Sport Utility Vehicle (‘SUVs') accounting for 55% of the new industry sales, while hatches and sedans remained under stress. Notably, demand for emission-friendly CNG vehicles remained robust, recording a 35% increase over FY24. In FY25, the PV business (including Electric Vehicles), achieved sales of 5,56,367 units, including 2,693 units of sales in exports.

The PV business outperformed the industry, registering 11% and 60% growth in the SUV and CNG segments, respectively, compared to FY24. The launches of Tata Curvv and Tata

Nexon CNG has been well received by the market, while the

Tata Punch emerged as the #1 car in India in CY24.

The Indian Electric Vehicle (‘EV') industry experienced a moderation in growth in FY25, registering a 14% growth over FY24. This slowdown was driven by negative customer sentiments towards EVs in the first half of the year, as well as sharp decline in the EV fleet segment following expiry of the FAME II incentive program. However, the latter half of the year saw a renewed promise in the EV industry, with more participants entering in the market and leading to greater customer traction and strengthening of the overall ecosystem. In FY25, the EV business sustained its market leadership position, commanding over 55% market share of the EV Industry. The business launched Curvv.ev, which received a good review from the market and strengthened Nexon.ev with the introduction of 45kWH battery pack. Additionally, the EV Business made strategic strides in strengthening the

EV ecosystem, accelerating the expansion of the charging network, simplifying the charging experience and initiating the installation of Tata.ev mega chargers. Through these key initiatives, the EV business achieved the milestone of surpassing 2,00,000 units of EV sales since its inception.

JLR, (as per IFRS) recorded stable revenue of ?29 billion in FY25. This revenue was flat year-over-year in wholesales (excluding China joint venture) to 4,00,898 units, as well as 1% dip in retail sales to 4,28,854 units. Profit margins improved, with underlying EBITDA margin of 14.3%, driven by flat wholesales, favourable sales mix and improved pricing. Profit before tax and exceptional items in FY25 was ?2.5 billion, compared to ?2.2 billion in FY24, an increase of 13.6%. Profit after tax was ?1.8 billion, lower from a profit of ?2.6 billion a year ago. This was due to deferred tax charge of ?0.3 billion as compared to credit ?0.8 billion in FY24.

Some of the key highlights of FY25 were:

By the end of the financial year, JLR had eliminated ?4 billion of debt to achieve net cash positive, a key

Reimagine target.

Reimagine transformation strategy progressing: Range Rover Electric testing continued as the waiting list climbed over 60,000; reimagined Jaguar brand and design vision concept, Type 00, launched at Miami Art

Week and viewed by over one billion people globally. JLR Halewood investment of ?500 million illustrated the readiness to build next generation electric vehicles alongside existing ICE and PHEV models.

Sustainable projects continue: JLR made a significant technical breakthrough in the closed-loop recycling of polyurethane seat foam from used vehicles by successfully reintegrating it back into the production of new seats, a first for the automotive industry. JLR and Pirelli announced a joint initiative to deploy FSCR-certified sustainable rubber across its range of luxury vehicles.

Strong demand continues: The three most profitable JLR brands - Defender, Range Rover, Range Rover Sport, made up 67.8% of total wholesales in FY25. Defender and Range Rover wholesales were up by 10% and 9%, respectively as compared to the previous year.

The Range Rover brand won Walpole's ‘Made in UK' award at the annual Walpole British Luxury Awards and made its inaugural entry into Interbrand's Top 100 Best Global Brands. Alongside this, Jaguar Type 00 won

Wallpaper's Design Awards 2025.

TTL has evolved into a leading global engineering services provider, catering to the automotive, aerospace and industrial machinery sectors. Built on the Tata Group's legacy of innovation and excellence, TTL is dedicated to engineering better products and experiences for its clients worldwide. It has been at the forefront of engineering and digital transformation since its inception. It has ranked #1 among India-based global automotive ER&D service providers in

Zinnov Zones for the 8^th consecutive year.

In FY25, TTL achieved revenue of 5,168 crore, Operating EBITDA of 934 crore at 18.1% margin and PAT of 677 crore at 13.1% margin. As of March 31, 2025, TTL had a headcount of 12,644 professionals.

The Board at its meeting held on June 4, 2024, consented to the Scheme of arrangement amongst TMFL and Tata Capital

Limited (‘TCL') and their respective shareholders under section 230-232 read with section 52, section 66, and other applicable provisions of the Companies Act, 2013 (‘the Act') and rules made thereunder. As consideration for the merger, TCL to issue its equity shares to the TMFL's shareholders resulting in the Company's effectively holding a 4.6% stake in the merged entity.

The Scheme was approved by the Competition Commission of India, stock exchanges and the Reserve Bank of India during FY25. TMFL & TCL then subsequently convened separate meetings of creditors (secured and unsecured) on January 16, 2025 and January 17, 2025, respectively, where the Scheme was approved with the requisite majority. The Scheme was also approved by respective shareholders of both the entities. The Hon'ble National Company Law Tribunal, Mumbai Bench, vide Order dated May 6, 2025, had sanctioned the Scheme, a certified copy of which was filed by TMFL with the Registrar of Companies, Mumbai, Maharashtra on May 8, 2025, making the Scheme effective.

Accordingly, TMFL amalgamated with TCL and has ceased to be the step-down wholly owned subsidiary of the Company w.e.f. May 8, 2025 and also ceased as a legal entity.

The revenue of TDM for FY25 declined by 8.8% to 911 billion, as compared to 1,000 billion in FY24. Vehicle sales volumes decreased from 9,501 units in FY24 to 7,940 units in FY25. The subdued domestic sales were attributable to prevailing economic challenges and political instability in the South Korean economy, while export sales were impacted by intensified global geopolitical tensions, trade disputes.

The Hon'ble National Company Law Tribunal, Mumbai

Bench (‘NCLT') vide its order dated August 2, 2024 approved the Scheme of Arrangement amongst the Company and its shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Act (‘Specified Scheme'), for reduction of share capital of the Company by way of cancellation and extinguishment of the entire

‘A' Ordinary Shares of the Company and issuance and allotment of 7 (seven) New Ordinary Shares to the eligible shareholders for every 10 ‘A' Ordinary Shares held by them in the Company, subject to necessary tax deductions, which ranked pari passu with the existing Ordinary/Equity Shares in the Company, as consideration for such of capital. A certified true copy of the Order passed the Hon'ble NCLT approving the Specified Scheme was filed by the Company with the Registrar of Companies on September 1, 2024 pursuant to which the Specified Scheme came into effect. Upon effectiveness of the Specified Scheme,

‘A' Ordinary Share Capital of the Company stood cancelled and extinguished. Consequently, the Company has only Equity/Ordinary Shares of the face value of 2/- each as its share capital.

Pursuant to the approval of Specified Scheme, the Authorized Share Capital of the Company relating to the ‘A' Ordinary Shares, amounting to 200 crore divided into 100 crore ‘A' Ordinary Shares of 2/- (Indian Rupees Two) each, was reclassified and consolidated along with the existing Ordinary/Equity Share capital. Hence, the existing Authorized

Share Capital of the Company due to consolidation stands as 1,000 crore, divided into 500 crore Ordinary/Equity Shares of 2/- (Indian Rupees Two) each.

Additionally, pursuant to the Specified Scheme and as empowered by the Board, the Allotment Committee at its meeting held on September 1, 2024, approved allotment of 35,59,52,028 New Ordinary

Shares of the face value of 2/- each fully paid-up (in the ratio of 7 New Ordinary Shares for every 10 ‘A' Ordinary Shares) to TML Securities Trust, an independent and irrevocable determinate private trust of which Axis

Trustee Services Limited acted as an Independent Trustee, who held the New Ordinary Shares on behalf of and for the benefit of the eligible ‘A' Ordinary Shareholders of the

Company as on the Record Date, i.e., September 1, 2024, as per the Scheme. The ‘A' Ordinary Share Capital of the

Company consisting of 50,85,02,896 shares of 2/- each fully paid-up amounting to 101 crore stood cancelled. Consequent to the said allotment of New Ordinary Shares the Ordinary/ Equity paid up capital increased from 3,32,46,58,528 of 2/- each amounting to 664 crore to 3,68,06,10,556 of 2/- each amounting to 736 crore (considering the amount of subscribed share capital plus forfeited Shares less calls in arrears).

The Company had issued and allotted 8,62,318 Ordinary/ Equity shares of 2/- each under the TML ESOP Scheme 2018 and 7,95,395 Ordinary/Equity shares of 2/- each under the TML SLTI Scheme 2021 to the eligible shareholders.

The Board at its meeting held on August 1, 2024 approved a Composite Scheme of Arrangement amongst the Company (‘TML' or ‘Demerged Company' or ‘Amalgamated Company' or ‘Tata Motors'), TML Commercial Vehicles Limited (‘TMLCV' or ‘Resulting Company'), and Tata Motors Passenger Vehicles Limited (‘TMPV' or ‘Amalgamating Company') and their respective shareholders under Sections 230-232 and other applicable provisions of the Act and the rules framed thereunder, inter alia, for:

(i) demerger of the Company's Commercial Vehicles Business from TML to TMLCV, and (ii) merger of TMPV undertaking the Passenger Vehicles Business with TML ("Scheme").

The effectiveness of the Scheme would result in creation two separate listed companies with mirror shareholding with the Resulting Company housing the Commercial Vehicles

Business and the Amalgamated Company housing the

Passenger Vehicles Business. Upon the effectiveness of the

Scheme, the Amalgamated Company carrying on Passenger

Vehicles Business will be renamed as "Tata Motors Passenger Vehicles Limited" and the Resulting Company, carrying on the Commercial Vehicles Business, will be renamed as

"Tata Motors Limited".

The proposed Scheme would be in the best interests of the Amalgamated Company, the Resulting Company, the Amalgamating Company and their respective shareholders, employees, creditors and other stakeholders for the below reasons: i. The distinctive profile and established business model the Commercial Vehicles Business and Passenger Vehicles

Business makes it suitable to be housed in separately listed entities, allowing sharper strategic focus in pursuit of their independent value creation trajectories; ii. The Scheme would result in better and efficient control and management for the Commercial Vehicles Business and the Passenger Vehicles Business and would further empower the respective businesses to pursue their respective strategies to deliver growth with greater agility while reinforcing accountability; iii. The Scheme would unlock value for the overall-business portfolio through price-discovery of the Amalgamated Company and the Resulting Company for existing shareholders and shall entail direct holding of marketable securities therein; iv. The Scheme could lead to the right operating architecture for both companies with sharper focus on their individual business strategies and clear capital allocation, in alignment with their respective value creation journeys; and v. Separately listed companies will attract specific set of investors for their business profile and consequently, encourage focused capital market outcomes.

The Hon'ble NCLT vide Order dated March 25, 2025, directed the Company (i) to convene and hold the meeting of the equity shareholders of the Company; (ii) dispensed the convening and holding of the meeting of the secured creditors; and (iii) dispensed convening and holding of the meeting of the unsecured creditors (including debenture holders) (‘unsecured creditors').

The Company in compliance with the directions of the Hon'ble NCLT convened meetings of the Equity Shareholders on May 6, 2025 to seek shareholders' approval on the Scheme.

The Scheme was approved by requisite majority.

ofDEBENTURES

During the year, the Company has issued and allotted on private placement basis, rated, listed, unsecured and redeemable Non-Convertible Debentures aggregating 2,000 crore.

During FY25, by continuing strong free cash flow generation, the Tata Motors Group (‘the Group') delivered on its deleveraging targets and became net cash positive. The Net Auto cash of Tata Motors Group stood at 1,018 crore at the end of FY25 as compared to net auto debt of 16,022 crore at of the end of FY24. The Group continues to maintain sufficient liquidity at all times to navigate the impact of external challenges. As at March 31, 2025, the Group liquidity for domestic operations was 15,991 crore, whereas the liquidity at JLR was ?6.3 billion (including unutilized credit facility of ?1.6 billion).

On the backdrop of strong financial performance, the credit ratings of the Company also continued to improved. Rating agencies have taken note of the sustained revenue growth, improvement in consolidated business and financial risk profiles, strong Free Cash Flow (‘FCF') generation and deleveraging.

S&P upgraded Tata Motors by two notches to investment grade rating at BBB/Stable. Moody's upgraded the rating of the Company by two notches to Ba1 / Positive. CRISIL and ICRA upgraded the long term rating by one notch to AA+/ Stable. CARE Ratings also maintained long term rating at AA+/ Stable during the year. Even post demerger, rating agencies expect both the resultant companies to continue to maintain strong credit profile and demerger does not impact financial risk profile.

S&P Global Ratings upgraded Jaguar Land Rover Automotive Plc's (JLR) long term issuer credit rating to ‘BBB-' from ‘BB', JLR's first investment grade rating. Also, Moody's upgraded JLR's long term issuer credit rating to ‘Ba2' from ‘Ba3'.

There are no material changes affecting the financial position of the Company, subsequent to the close of the FY25 till the date of this Report.

The consolidated financial statements of the Company and its subsidiaries for FY25 have been prepared in compliance with the applicable provisions of the Act and as stipulated under Regulation 33 of SEBI Listing Regulations as well as accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The audited consolidated financial statements together with the Independent Auditor's Report thereon form part of this Annual Report.

Pursuant to Section 129(3) of the Act, a statement containing the salient features of the Financial Statement of the subsidiary companies is attached to the Financial Statement in Form AOC-1.

Further, pursuant to the provisions of Section 136 of the Act, the Company will make available the said financial statement of the subsidiary companies upon a request by any Member of the Company or its subsidiary companies. These financial statements of the Company and the subsidiary companies will also be kept open for inspection by any member. The members can send an e-mail to inv_rel@tatamotors.com upto the date of the AGM and the same would also be available on the Company's website URL: https://www.tatamotors.com/ annual-reports/

The Company had 93 subsidiaries (16 direct and 77 indirect), 10 associate companies, 4 joint ventures and 2 joint operations during FY25 as disclosed in the Financial Statements.

A diagrammatic representation of the subsidiary structure is available on the Company's website at: https://www. tatamotors.com/annual-reports/

During FY25, the following changes have taken place in subsidiary / associates / joint venture companies:

• TML Commercial Vehicles Limited was incorporated on

June 23, 2024, as a direct subsidiary of the Company.

TML's shareholding in TTL decreased from 55.39% to 53.39% consequent to Tata Motors Finance Ltd selling equity shares in TTL.

Tata Motors Digital.AI Labs Limited (‘TMDALL') was incorporated on March 17, 2025, as a subsidiary of the

Company. The Company alongwith TMPVL (Wholly

Owned Subsidiary) holds 100% shareholding in TMDALL.

The Company sold 50% stake in Tata Motors Global

Services Limited (‘TMGSL') (name changed from

TML Business Services Limited with effect from February 28, 2025) to TMPVL on March 25, 2025. The Company alongwith TMPVL holds 100% shareholding in TMGSL.

Consequent to the execution of a Share Purchase Agreement between TPEML and Tata Motors Design in Tech Centre plc (‘TMDTC') on June 28, 2024, Trilix srl ceased to be a direct subsidiary of TPEML and became a subsidiary of TMDTC, w.e.f., November 5, 2024.

• Tata Daewoo Commercial Vehicles Company Limited and Tata Daewoo Commercial Vehicles Sales and

Distribution Company Limited, step-down subsidiaries of the Company and wholly owned subsidiaries of

TML Holdings Pte Limited, were renamed as Tata

Daewoo Mobility Company Limited and Tata Daewoo Mobility Sales Company Limited, respectively, w.e.f November 1, 2024.

Tata Motors (Thailand) Limited (‘TMTL') has been under liquidation, w.e.f. December 27, 2024. TML Holdings Pte Limited's shareholding in TMTL increased from 97.21% to 100% during the year.

Jaguar Land Rover Holdings Limited, indirect subsidiary sold its entire shareholding in Limited Liability Company

"Jaguar Land Rover" (Russia) w.e.f. October 31, 2024.

Jaguar Land Rover Colombia S.A.S, subsidiary of Jaguar Land Rover Limited, UK (‘JLR'), an indirect subsidiary, was striked off on February 27, 2025.

• JLR Insurance Company Limited was incorporated on

October 9, 2024, as a wholly owned subsidiary of JLR.

• JLR and Tata Autocomp Systems Limited ('TACO') have entered into a share purchase agreement for, inter alia, sale of its 80% stake in Jaguar Land Rover

Ventures Limited (‘JLRV') a step down wholly owned subsidiary of the Company to TACO on March 28, 2025. Pursuant thereto, TACO has also acquired 80% stake in Artifex Interior Systems Limited (‘AISL'), a wholly owned subsidiary of JLRV. Consequently, both JLRV and AISL ceased to be subsidiaries of the Company, w.e.f

March 28, 2025.

• BMW TechWorks India Private Limited was incorporated as a wholly-owned subsidiary of TTL on July 31, 2024. Thereafter, TTL allotted 50% shareholding to BMW Holding B.V. Netherlands- JV Partner on

October 8, 2024. Hence, ceased to be a subsidiary during the year.

There has been no material change in the nature of the business of the subsidiary companies.

The policy for determining material subsidiaries of the Company is available on the Company's website URL: https:// www.tatamotors.com/wp-content/uploads/2023/11/ material.pdf

The Board has constituted a Risk Management Committee to frame, implement, monitor and review the Risk Management policy and to ensure its effectiveness.

Through an Enterprise Risk Management Program, the business units and the corporate functions address their short, medium and long terms risks. The Audit committee has an additional oversight on the financial risks and controls.

The Company's internal control systems are commensurate with the nature of its business, the size and complexity of its operations and such internal financial controls with reference to the Financial Statements are adequate.

The Company believes that diversity, equity, and inclusion (‘DEI') are essential drivers of innovation. By embracing varied perspectives and lived experiences from across different backgrounds, the Company create a workplace culture that encourages creativity, collaboration and breakthrough thinking. To formalize the Company's commitment in FY24, we introduced a dedicated DEI brand identity DEIsha which serves as the anchor for all DEI-related initiatives across the organization. In FY25, the Company launched the Lighthouse

Framework, designed to assess and advance progress across ten critical focus areas of DEI.

Some of the key initiatives of this year include:

Inclusive Policies: All organizational policies were reviewed and made gender-neutral. Along with updates on our Sabbatical policy, two more policies Utkarsha and Vidyadhan were introduced to support the

Company's internal employees in need of genuine assistance for capability development.

Net Promoter Score / Culture and Engagement: the Company launched DEI Round Robbin a structured engagement initiative where women employees across locations participated in conversations around the Company's cultural values. These interactions have contributed to an improved Net Promoter Score (NPS), rising from 7.7 in Q2FY25 to 7.9 in Q4FY25.

Capability Development: DEIsha rolled out the second cohort of empowHER, a flagship empowerment program for women professionals at L4 and L5 levels. A total of 78 women have embarked on this journey.

Enabling Persons with Disabilities (PWD): The Company worked on PWD inclusion and onboarded ~ 141 PWD employees across locations such as Pune, Jamshedpur,

Dharwad and Lucknow. As of March 31, 2025, a total of

166 PWDs are contributing to the Company's workforce.

Sensitization: Over 1,200 identified people managers have participated in ONEderful Conversations a half-day, facilitator-led workshops designed to build inclusive leadership capabilities.

Throughout FY25, the Company also celebrated key DEI milestones in alignment with the Company's annual DEI calendar: Pride Month (Q1), Inclusion PoV Photography Contest (Q2), International Day of Persons with Disabilities (Q3) and International Women's Day (Q4), all marked by enthusiastic participation across locations.

The Company is encouraged by measurable progress: attrition among women employees has declined by one percentage point and women's participation has grown. The Company's overall gender diversity ratio improved marginally to 11.1% in FY25, up from 11.0% in FY24, reflecting our continued focus on creating a more inclusive and equitable workplace.

The Company has a zero-tolerance policy for sexual harassment in the workplace. It has adopted a comprehensive policy on Prevention, Prohibition and Redressal of Sexual

Harassment at Workplace, in alignment with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. An Internal Committee (‘IC') has been established across all the Company's work locations and any complaints related to sexual harassment.

During FY25, the Company received 21 complaints on sexual harassment, of which 20 have been suitably resolved in accordance with the Company's established processes.

One complaint received towards the end of March 2025, is currently under investigation. In addition, four carry-cases from the previous financial year were also suitably closed in FY25.

To ensure comprehensive coverage, the Company organized over 370 awareness workshops across various locations, covering approximately 14,000 resources (cumulative), including the flexible and temporary workplace, blue-collar employees and new joiners. Furthermore, a two-day training session was conducted for the IC members. To enable uniform understanding and wider reach, the Company has extensively utilized a video-based awareness module, developed in local languages, for the deployment of training to the shop-floor employees across the organization. Additionally, e-module trainings on Prevention of Sexual Harassment (POSH) awareness and POSH scenario-based assessments are mandatory for all new white-collar joiners.

The Company has in force the following Schemes, which were framed in accordance with the SEBI Regulations then in force:

Tata Motors Limited Share-based Long Term Incentive Scheme 2021 (‘TML SLTI Scheme 2021'); and

Tata Motors Limited Share-based Long Term Incentive

Scheme 2024 (‘TML SLTI Scheme 2024').

Pursuant to the approval of Members at the Annual General Meeting (‘AGM') held on July 30, 2021, the Company adopted

TML SLTI Scheme 2021. The TML SLTI Scheme 2021 comprises of two reward mechanisms; (a) Performance Share Units (‘PSUs') and (b) Stock Options. The objective of the TML SLTI Scheme 2021 is to reward Eligible employees of the Company and of the subsidiary companies, in order to drive long term objectives of the Company, to motivate and retain employees by rewarding for their performance, retain and incentivize key talent, ensure senior management compensation matches the long gestation period of certain key initiatives and foster ownership behaviour and collaboration amongst employees.

In terms of TML SLTI Scheme 2021, the Company is authorized to grant: (i) Not exceeding 75,00,000 PSUs in aggregate, that would entitle the grantees to acquire, in one or more tranches and (ii) Not exceeding 14,00,000 Stock

Options in aggregate, that would entitle the grantees to offices to addressacquire, in one or more tranches to the eligible employees of the Company and that of its subsidiary companies. The Eligible employees shall be granted PSUs and/or stock options, as determined by Nomination and Remuneration Committee (‘NRC').

During FY25, there has been no change in the TML SLTI

Scheme 2021. In FY25, under the TML SLTI Scheme 2021, there were no additional grants of PSUs/ Options, however 8,06,293 Stock Options and 9,27,569 PSUs have been vested, of which 1,94,204 Stock Options and 6,01,191 PSUs have been exercised, 5,949 PSUs remained unvested and 1,11,104 Stock

Options and 1,17,221 PSUs has lapsed and forfeited. In FY25, the Company allotted 7,95,395 Ordinary/Equity Shares of 2/- each, to the eligible employees, pursuant to the exercise of PSUs/Options under TML SLTI Scheme 2021.

Pursuant to the approval of Members at the AGM held on

June 24, 2024, the Company adopted the TML SLTI Scheme

2024. The primary objectives of the TML SLTI Scheme 2024 is to reward, retain and motivate the eligible employees for their performance and participation in the growth and profitability of the Company.

The total number of PSUs to be granted under the TML

SLTI Scheme 2024 shall not exceed 50,00,000 in aggregate, that would entitle the grantees to acquire, in one or more tranches, not exceeding 50,00,000 Ordinary/Equity Shares of the Company of face value of 2/- each, fully paid-up. During FY25, there has been no change in the TML SLTI

Scheme 2024. In FY25, the Company has granted 3,59,899

PSUs (including superlative PSUs). No PSUs were vested under the TML SLTI Scheme 2024 and no shares were exercised by the employees during the year. Further, 8,953 PSUs had been treated as lapsed and forfeited.

The statutory disclosures as mandated under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (‘SBEB Regulations') and a certificate from the Secretarial Auditors confirming implementation of the above Schemes in accordance with SBEB Regulations have been obtained. The Schemes are in compliance with the SBEB Regulations. The same are available for electronic inspection by the Members during the AGM and is also hosted on the website of the Company at: https://www.tatamotors.com/esop/.

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014 is annexed to the Report as Annexure-1.

A statement containing particulars of top 10 employees and particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and (3) of the

Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014 is provided as a separate Annexure forming part of this report. In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Shareholders, excluding the aforesaid Annexure. The said Statement is also open for inspection. Any member interested in obtaining a copy of the same may write to the Company Secretary at inv_rel@tatamotors.com. None of the employees listed in the said Annexure are related to any Director of the Company.

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report (‘BRSR') on initiatives taken from an environmental, social and governance perspective, in the prescribed format is available as a separate section of the Annual Report and is also available on the Company's website URL: https://www. tatamotors.com/annual-reports/ In terms of SEBI Listing Regulations, the Company has obtained, BRSR Reasonable assurance on BRSR Core Indicators from KPMG Assurance and Consulting Services LLP on a standalone basis.

Safety is not merely a compliance protocol, but a core organizational value and an unwavering commitment that underpins the Company's operations. Guided by ISO 45001:2018-aligned Integrated Safety Management System, the Company cultivated a robust Zero Harm Culture that protects lives, promotes well-being and prepares for mobility. Occupational Safety is governed through a comprehensive, multi-tiered structure led by the Safety, Health & Sustainability (‘SHS') Board & SHS Committee, supported by SHS Councils, Corporate Sub-Committees and Plant Apex Committees. This seamless strategic-to-operational integration ensures effective safety management.

In FY25, the Company's safety agenda was anchored through four strategic focus areas:

Leadership Behavior & Governance for a Zero Harm Culture: the Company reinforced its Safety Culture

Model through sustained leadership engagement and extensive communication across all levels of the organization. Eight key leadership behaviors were embedded through multiple forums, complemented by simplified and revised Safety Standards developed with DSS+ inputs, including standards for Electric Vehicles, Hydrogen, LNG, and Renewable Energy systems.

Business Partner Safety Management: the Company's Business Partner Safety Program, built on six key levers and risk-based categorization, has been deployed across all vendor categories. the Company completed Star

Rating assessments for 370 partners and instituted 169

Self-Managed Teams (SMTs) across plants, with a clear roadmap for capability progression. Additionally, the Company has established specially curated programs on driver dignity and conservancy staff amenities as part of the Company's dignity and inclusion efforts.

Digital & AI for Safety: Five themes guide the Company's digital safety transformation - Connected Workforce, Video Analytics, Connected Assets, Safety Management Systems, and Experiential Learning. The Company has developed 23 AI models to drive predictive safety, while deploying 1,137 controls across all plants.

Reward & Recognition Culture: A structured recognition framework celebrates safety champions across the

Company and Business Partners through Spot Awards,

Best SMT recognitions, Safety Point Leaders and Safety Stewards. Plant-level Safety Competitions and quarterly Business Partner Reward Programs further incentivize proactive safety practices.

These concerted efforts have delivered tangible results. In FY25, the Company achieved a 25.7% reduction in Total Recordable Case Frequency Rate (TRCFR) (from 0.74 to 0.55) and a 37.5% improvement in Lost Time Injury Frequency Rate (LTIFR) (from 0.24 to 0.15). Total Recordable Cases (TRC) cases dropped by 29% compared to the previous year.

However, despite our vigilant approach, the Company deeply regret one fatal incident during the year. A comprehensive investigation was carried out followed by systemic corrective actions, which are now institutionalized across the organization.

Looking ahead, the Company remains steadfast in the commitment to embedding safety into every process and decision leveraging digital intelligence, fostering inclusive partnerships with the business partners and building a resilient, Zero Harm workplace driven through the Company's

Safety culture model and eight leadership behaviors.

Under Health & Wellness, various prevention strategies like primordial prevention (digital wellness, cardiac Q risk assessment, introduction of wellness coaches, Canteen menu transformation etc), secondary prevention (ensuring disease control status, stress testing), and primary prevention (tobacco cessation program, weight management program pre-diabetes detection/ awareness) resulted in improvement in overall health & well-being of the employees. The Company continues to provide "Employees Assistance Program"- a confidential, third party, free of cost counselling service for employees and dependents since April 2020. During FY25, 1,037 employees and dependents availed counselling service through helpline & offline counselling offered. As a result of effective wellness strategies and implementation across employee groups, The Company received "Corporate Wellbeing Excellence Award" by jury members of Global Mental Health & Wellbeing Summit in

March 2025.

The Company has always been conscious of the need to conserve energy in its manufacturing plants and to protect the environment. Energy conservation is achieved through optimized consumption of power and fossil fuels and through improvements in energy productivityvia Energy Conservation (‘ENCON') projects. These efforts contribute to reducing operational costs and mitigating climate change by greenhouse gas emissions.

The Company is also a signatory to RE100-a collaborative, global initiative of influential businesses committed to renewable electricity. It is actively working towards increasing the amount of renewable energy generated in-house and procured from off-site sources. In FY25, ENCON efforts contributed to energy savings 44.1 lakh kWh of electricity and 12908 GJ of fuel, resulting in the avoidance of 3978 tonnes of CO emissions. During

FY25, the Company generated or sourced 148 million kWh of renewable electricity for its manufacturing operations, representing 45% of the total power consumption for its Commercial Vehicle operations and thereby avoiding 1.07 lakh tonnes of CO emissions.

The Company generates renewable energy (RE) in-house through solar photovoltaic (PV) installations and off-site captive wind farms. Additionally, it procures off-site wind and solar power through "Power Purchase Agreements" (PPAs) and International Renewable Energy Certificates (i-RECs). at the end of FY25, the Company's in-house installed Solar

PV capacity are Pimpri (Pune): 18.5 MWp, Chinchwad (Pune): 2.4 MWp, Jamshedpur: 11.5 MWp, Pantnagar: 16 MWp, Lucknow: 6.1 MWp and Dharwad: 1 MWp.

In FY25, the Company also reduced fresh water withdrawal by a total of 2.4 lakh m3 of water through effluent recycling and rainwater harvesting, accounting for 8% of its total fresh water withdrawal. The plants at Lucknow, Pantnagar and

Dharwad have achieved Water Positive certification as per

CII-GBC standards. The remaining plants are working towards achieving similar certifications.

Furthermore, in FY25, the Company sustained its efforts across all plants to divert hazardous waste from landfill or incineration and to derive value from such waste. Several plants divert hazardous waste for energy recovery through co-processing at cement plants. The plants at Lucknow,

Pantnagar and Dharwad have achieved Zero Waste to Landfill certification as per CII-GBC standards. The Company will continue this initiative with the ultimate goal of achieving ‘Zero Waste to Landfill' status for all its manufacturing operations.

The brief outline of the Corporate Social Responsibility (‘CSR') Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year in the format prescribed in the Companies (‘CSR Policy') Rules, 2014 are set out in Annexure-2 of this Report. The CSR Policy is available on Company's website at URL: https://static-assets. tatamotors.com/Production/www-tatamotors-com-NEW/ wp-content/uploads/2024/04/csr-policy.pdf

100%The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act, read along with

Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure - 3.

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY25 is uploaded on the website of the Company and the same is available on https://www. tatamotors.com/annual-reports/

As Appointment / Re-appointment

As reported last year, Mr Bharat Puri (DIN: 02173566), was appointed as an Additional and Non-Executive Independent

Director on the Board of the Company w.e.f. May 15, 2024.

At the 79^th AGM held on June 24, 2024, the Members approved his appointment as an Independent Director of the Company for a period of 5 years, i.e., from May 15, 2024 to

May 14, 2029 (both days inclusive).

The Board on the recommendation of NRC and in accordance with provisions of the Act and SEBI Listing Regulations, re-appointed Mr Kosaraju Veerayya Chowdary (DIN: 08485334) as a Non-Executive Independent Director for the second consecutive term for the period from October 27, 2025 to October 10, 2029 (both days inclusive) when he attains the retirement age of 75 years, as per terms of the Governance Guidelines on Board Effectiveness for Tata Companies, subject to approval of the Shareholders of the Company by way of a Special Resolution at this AGM. The Board on the recommendation of NRC and in accordance with provisions of the Act and SEBI Listing Regulations appointed Mr Guenter Karl Butschek (DIN: 07427375) as an Additional and Non-Executive Independent Director on the Board for a tenure of 5 years from May 1, 2025 to

April 30, 2030 (both days inclusive), subject to approval of Members at this AGM. He shall hold office as an Additional Director upto the date of this AGM and is eligible for appointment as an Independent Director.

In accordance with provisions of the Act and the Articles Association of the Company, Mr Natarajan Chandrasekaran, Non-Executive Director (DIN: 00121863) is liable to retire rotation at this AGM and is eligible for re-appointment. The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations and the Secretarial Standards on General Meeting (‘SS-2') are given in the Notice of AGM, forming part of the Annual Report.

In terms of Section 149 of the Act and the SEBI Regulations, Mr Om Prakash Bhatt, Ms Hanne Sorensen, Ms Vedika Bhandarkar, Mr Kosaraju Veerayya Chowdary, Mr Al-Noor Ramji, Mrs Usha Sangwan, Mr Bharat Puri and Mr Guenter Karl Butschek are the Independent Directors of the Company as on the date of this Report.

All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under

Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess hasthe requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act read alongwith the Rules made thereunder and are independent of the Management.

theKey Managerial Personnel

In terms of Section 203 of the Act, the Key Managerial Personnel (‘KMPs') of the Company during FY25 are:

Mr Girish Wagh, Executive Director has Mr P B Balaji, Group Chief Financial Officer

Mr Maloy Kumar Gupta, Company Secretary and Compliance Officer

During the year under review, there were no change in the

KMPs of the Company.

Pursuant to Regulation 34 of the SEBI Listing Regulations, Report on Corporate Governance along with the certificate from a Practicing Company Secretary certifying compliance with conditions of Corporate Governance is annexed to this Report.

The Management Discussion and Analysis, as required in terms of the SEBI Listing Regulations, is annexed to this Report.

The Board of Directors held 6 (six) meetings during FY25.

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.

The following Committees constituted by the Board function according to their respective roles and defined scope:

Audit Committee

Nomination and Remuneration Committee

Corporate Social Responsibility Committee

Stakeholders' Relationship Committee

Risk Management Committee

Safety, Health and Sustainability Committee

Technology Committee

Allotment Committee

Details of composition, terms of reference and number of meetings held in FY25 for the aforementioned committees are given in the Report on Corporate Governance, which forms a part of this Report. Further, during the year under review, all recommendations made by the various committees have been considered and accepted by the Board.

The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in accordance with the provision of the Act and the SEBI

Listing Regulations.

The Board evaluated its performance after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of Committees, effectiveness of Committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the SEBI. The Chairman of the Board had one-on-one meetings with the Independent directors and the Chairman of NRC had one-on-one meetings with the Executive and Non-Executive, Non-Independent Directors. These meetings were intended to obtain Directors' inputs on effectiveness of the Board/ Committee processes.

The Board and the NRC reviewed the performance of individual

Directors on the basis of criteria such as the contribution of the individual Director to the Board and Committee Meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In a separate meeting of independent directors, performance of Non-Independent Directors and the Board as a whole was evaluated. Additionally, they also evaluated the performance of Chairman of the Board, taking into account the views of

Executive and Non-Executive Directors in the aforesaid Meeting. The Board also assessed the quality, quantity and timeliness of flow of information between the Company

Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The above evaluations were then discussed in the Board Meeting and performance evaluation of Independent directors was done by the entire Board, excluding the Independent Director being evaluated.

The Company's Policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act (salient features) has been briefly disclosed hereunder and in the Report on Corporate Governance, which is a part of this Report.

The NRC is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a Director's appointment or re-appointment is required. The NRC reviews and vets the profiles of potential candidates vis-a-vis the required competencies, undertakes due diligence and meeting potential candidates, prior to making recommendations of their nomination to the Board.

In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the SEBI Listing Regulations, the NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows:

Qualifications - The Board nomination process encourages diversity of thought, experience, knowledge, age and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.

Positive Attributes - Apart from the duties of Directors as prescribed in the Act, the Directors are expected to demonstrate high standards of ethical behavior, communication skills and independent judgment. The Directors are also expected to abide by the respective Code of Conduct as applicable to them.

Independence - A Director will be considered independent if he / she meets the criteria laid down in Section 149(6) of the Act, the Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.

It is affirmed that the remuneration paid to Directors, KMPs and employees is as per the Remuneration Policy of the Company.

The remuneration policy for directors, key managerial personnel and other employees is also available on the

Company's website URL: https://www.tatamotors.com/wp-content/uploads/2023/11/remuneration-policy.pdf During the year under review, there has been no change to the remuneration policy.

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour. In line with the Tata Code of Conduct (‘TCoC'), any actual or potential violation, howsoever insignificant or perceived as such, would be a matter of serious concern for the Company. The role of the employees in pointing out such violations of the TCoC cannot be undermined.

Pursuant to Section 177(9) of the Act, a vigil mechanism was established for directors and employees to report to the management instances of unethical behaviour, actual or suspected, fraud or violation of the Company's code of conduct or ethics policy. The vigil mechanism provides adequate safeguards against victimization and channels for reporting concerns including an option escalations, if any, to the Chairperson of the Audit Committee of the Company.

The policy of vigil mechanism is available on the Company's website at URL: https://www.tatamotors.com/wp-content/ uploads/2023/11/whistle-blower-policy.pdf

M/s BSR & Co. LLP, (‘BSR') Chartered Accountants (ICAI Firm No. 101248W/ W 100022), were re-appointed as the Statutory

Auditors of the Company for a tenure of 5 years commencing from the conclusion of the 77^th AGM of the Company until the conclusion of the 82^nd AGM of the Company to be held in the year 2027.

The Statutory Auditor's Report does not contain any qualifications, reservations, adverse remarks or disclaimers

The resolution authorizing the Board of Directors to appoint Branch Auditors for the purpose of auditing the accounts maintained at the Branch offices of the Company abroad is being placed for approval of the Members in the Notice for this AGM.

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amended Regulation

24A of the SEBI Listing Regulations, the Board has based on the recommendation of Audit Committee approved appointment of M/s. Parikh & Associates, (Firm Registration No. - P1988MH009800), a peer reviewed firm of Company Secretaries in Practice as Secretarial Auditors of the Company for a period of five years,i.e., from April 1, 2025 to March 31, 2030, subject to approval of the Shareholders of the Company at the ensuing AGM. The Report of the Secretarial Auditor for FY25 is annexed herewith as Annexure 4A. The said Secretarial Audit Report does not contain any qualification, reservations, adverse remarks or disclaimer.

As per regulation 24(A) of SEBI Listing Regulations, a listed company is required to annex the secretarial audit report of its material unlisted subsidiary in India to its Annual Report. TMPVL has been identified as Material Unlisted Subsidiary of the Company in India for FY25 and accordingly the Company is annexing the Secretarial Audit Report of

TMPVL as Annexure 4B.

As per Section 148 of the Act, the Company is required to have the audit of its cost records conducted by a Cost

Accountant. The Board of Directors of the Company has on the recommendation of the Audit Committee, approved the appointment of M/s Mani & Co., a firm of Cost Accountants in Practice (Registration No.000004) as the Cost Auditors of the Company to conduct cost audits for relevant products prescribed under the Companies (Cost Records and Audit) Rules, 2014 for FY26. M/s Mani & Co. have, under Section

139(1) of the Act and the Rules framed thereunder furnished a certificate of their eligibility and consent for appointment. The Board on recommendations of the Audit Committee have approved the remuneration payable to the Cost Auditor, subject to ratification of their remuneration by the Members at this AGM. The resolution approving the above proposal is .being placed for approval of the Members in the Notice for this AGM.

The cost accounts and records of the Company are duly prepared and maintained as required under Section 148(1) of Act.

All contracts/ arrangements/ transactions entered by the Company during the FY25 with related parties were valued on an arm's length basis and in the ordinary course of business and approved by the Audit Committee consisting of Independent Directors. Certain transactions, which were repetitive in nature, were approved through omnibus route. As per the SEBI Listing Regulations, if any Related Transactions (‘RPT') exceeds 1,000 crore or 10% of the annual consolidated turnover as per the last audited financial statement whichever is lower, would be considered as material and would require Members approval. In this regard, during the year under review, the Company has taken necessary Members approval. However, there were no material transactions of the Company with any of its related parties during the year in terms of Section 134 read with Section 188 of the Companies Act, 2013. Therefore, the disclosure of the Related Party Transactions as required under Section 134(3(h) of the Act in Form AOC-2 is not applicable to the Company for FY25 and, hence, the same is not required to be provided.

The details of RPTs during FY25, including transaction with person or entity belonging to the promoter/ promoter group which hold(s) 10% or more shareholding in the Company are provided in the accompanying financial statements. During FY25, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees, commission and reimbursement expenses, as applicable. Pursuant to SEBI Listing Regulations, the Resolution for seeking approval of the Members on material related party transactions is being placed at this AGM.

Pursuant to the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a policy on RPTs and is available on Company's website URL at: https://www. tatamotors.com/wp-content/uploads/2023/11/rpt-policy. pdf

As per Section 186 of the Act, the details of Loans, Guarantees or Investments made during FY25 are given below:

During FY25, the Company has not given guarantee to any of its subsidiaries, joint ventures, associates companies and other body corporates and persons.

The Company has not accepted any deposits from public during the year under review, and as such, no amount principal or interest on deposits from public was outstanding as on the date of the balance sheet, except for unclaimed and unpaid deposits pertaining to previous years.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, cost, secretarial auditors and external agencies, including audit of internal controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, . the Board is of the opinion that the Company's internal financial controls were adequate and effective during FY25.

Accordingly, pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that: a) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures; b) they have selected such accounting policies and have applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and e) they have prepared the annual accounts on a going concern basis; f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:

There are no significant material orders passed by the Regulators or Courts or Tribunal, which would impact the going concern status of the Company and its future operation. However, Members attention is drawn to the Statement on Contingent Liabilities and Commitments in the Notes forming part of the Financial Statement.

No fraud has been reported by the Auditors to the Audit Committee or the Board.

There has been no change in the nature of business of the Company.

• There is no proceedings pending under the Insolvency and Bankruptcy Code, 2016.

There was no instance of one-time settlement with any Bank or Financial Institution

The Directors wish to convey their appreciation to all the employees of the Company for their contribution towards the Company's performance. The Directors would also like to thank the members, employee unions, customers, dealers, suppliers, bankers, governments and all other business associates for their continuous support to the Company and their confidence in its management.