TATA MOTORS FINANCE LIMITED

(FORMERLY TATA MOTORS FINANCE SOLUTIONS LIMITED)

ANNUAL REPORT
MARCH 31, 2024
 BOARD OF DIRECTORS
Mr. Nasser Munjee, Mrs. Vedika Bhandarkar,
Independent Director & Chairman Independent Director

Mr. P. S. Jayakumar, Mrs. Varsha Purandare,

Independent Director Independent Director
(Appointed w.e.f. July 10, 2023)

Mr. N.V. Sivakumar, Mr. P. B. Balaji,

Independent Director Non-Executive Director
(Appointed w.e.f. November 07, 2023

Mr. Shyam Mani, Mr. Dhiman Gupta,

Non-Executive Director Non-Executive Director
(Retired w.e.f. September 01, 2023)

Mr. Alok Chadha, Mr. Samrat Gupta,

Whole Time Director & KMP Managing Director & CEO
(Resigned w.e.f. June 30, 2023) (Appointed w.e.f. July 01, 2023)

CHIEF FINANCIAL OFFICER COMPANY SECERETARY

Ms. Ridhi Gangar Mr. Vinay Lavannis

STATUTORY AUDITORS
M/s. Kalyaniwalla and Mistry LLP, Chartered Accountants

CORPORATE INDENTIFICATION NUMBER (CIN)

U65910MH1992PLC187184

REGISTERED OFFICE CORPORATE OFFICE

14, 4th Floor, Sir H.C. Dinshaw Tata Motors Finance Limited
Building 16, Horniman Circle, Fort, (Formerly Tata Motors Finance Solutions
Mumbai-400001 Limited)
Tel: +91 22 68484900 I-Think Lodha Techno Campus, Building
Website: www.tmf.co.in A, 2nd Floor, Off Pokharan Road 2,
Thane (West)- 400601
Tel: +91 22 6107 0021
Fax: +91 22 6181 5700

REGISTRAR AND SHARE TRANSFER AGENT

Link Intime India Private Limited
st
C-101, 1 Floor, 247 Park, Lal Bahadur Shastri Marg, Vikhroli (West), Mumbai-400083
Website: www.linkintime.co.in / E-mail Id: prakash.sampat@linkintime.co.in
Tel: +91 22 6656 8484, Fax: +91 22 6656 8494.
BANKERS DEBENTURE TRUSTEES
Axis Bank Vistra ITCL (India) Limited
ANZ BANK The IL&FS Financial Centre, Plot C- 22, G Block,
Bank of Bahrain & Kuwait BSC
BKC Road, Bandra Kurla Complex, Bandra East,
Bank of Baroda
Bank of India Mumbai-400051 Maharashtra.
Bank of Maharashtra Barclays Tel: +91 22 2659 3535
PLC Bank Fax: +91 2226533297
Canara Bank e-mail: sonal.gokhale@vistra.com
Central Bank of India web: www.vistraitcl.com
CITI Bank
City Union bank IDBI Trusteeship Services Limited
DBS Bank Ground Floor, Asian Building,
DBS BANK LTD 17, R Kamani Road, Ballard Estate, Fort,
Deutsche Bank Mumbai, Maharashtra 400001
HDFC Bank Tel: +91 22 022 4080 7000;
HSBC Bank Fax: +91 22 66311776
ICICI Bank e-mail: gaurav.jeswani@idbitrustee.com
IDFC First Bank web: www.idbitrustee.com
IDBI Bank
IFC
Indian Bank LISTED AT (Debt Securities)
Indusind Bank
Indian Overseas Bank National Stock Exchange of India Limited
(NCD and CP Listed)
Karnataka Bank
Punjab National Bank BSE Limited (BSE)
RBL Bank (Only NCD Listed)
South Indian Bank
Standard Chartered Bank
State Bank of India
UCO Bank
Union Bank of India
Jammu & Kashmir Bank Ltd

DEPOSITORIES

Central Depository
Services (India) Limited

National Securities
Depository Limited
 TATA MOTORS FINANCE LIMITED
(FORMERLY TATA MOTORS FINANCE SOLUTIONS LIMITED)

DIRECTORS’ REPORT
MARCH 31, 2024

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To,

THE MEMBERS
TATA MOTORS FINANCE LIMITED
(Formerly TATA MOTORS FINANCE SOLUTIONS LIMITED)

The Directors feel privileged to present the 10th Annual Report on the business and operations of the Company
and the statement of accounts for the year ended March 31, 2024.

1. BACKGROUND

Tata Motors Finance Limited (Formerly known as Tata Motors Finance Solutions Limited) (hereinafter
referred as ‘TMFL’ or ‘Company’), is a subsidiary company of TMF Holdings Limited, a Core Investment
Company. The Company is registered with the Reserve Bank of India (RBI), under Section 45-IA of the RBI
Act 1934, as a ‘Systemically Important, Non-Deposit taking Non-Banking Finance Company’ (NBFC),
reclassified vide circular dated 22nd February 2019 as NBFC - Investment and Credit Company (NBFC-ICC).
The Company has obtained Certificate of Registration from RBI for doing Factoring as well.

The Company has also obtained Corporate Agency License from Insurance Regulatory and Development
Authority (IRDAI) having Registration No. CA0875 dated October 20, 2023.

The Company has following main lines of business:

1. New Vehicle Finance Business

2. Used Vehicles Finance Business
3. Corporate Lending
4. Insurance Support Services

2. ECONOMIC AND INDUSTRY OVERVIEW

Economic Overview:
The global economy exhibits resilience and is likely to maintain its steady growth. IMF expects global growth
rate of around 3.2% for both 2024 as well as 2025. Core inflation, supported by favourable baseline effects,
is being projected to gradually decline. Stubborn services prices however continue to keep it elevated.
Aggregate growth in advanced economies was resilient for most of last year, slowing less than previously
expected. IMF estimates emerging economies to grow at a steady rate. Impact of decelerating activity in
China is expected to be offset by firming aggregate growth elsewhere, like improving domestic demand in
many countries as well as a pickup in international trade.

Indian economy is experiencing a strong momentum. As per the second advance estimates, real GDP
expanded at 7.6% in FY24 on the back of buoyant domestic demand. Growth is expected to moderate to
6.2% - 6.5% in FY25 in account of various transient factors. ICRA projects a shallow rate cut cycle rate cut

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cycle – limited to 50 bps at best, commencing in the Oct-24, with a possible stance change in the preceding
review. It is expected that while the targeted fiscal deficit of Rs. 16.9 trillion for FY25 is unlikely to be overshot,
the target of 5.1% of GDP may get surpassed mildly. Further, a dip in Government borrowings programme
coupled with bond index inclusion, will dampen G-sec yields in the near term. Rupee ended the year at Rs
83.37 per USD (Mar-23 exit: Rs 82.22) and is expected to trade between 82.5-83.5 mark over the next couple
of quarters. Forex reserves stood at about USD 646 bn as at the year end. RBI has indicated in the recent
bi-monthly monetary policy exercise that, going forward, food price uncertainties would continue to weigh on
the inflation outlook. An expected record rabi wheat production in FY24, however, will help contain cereal
prices. Early indications of a normal monsoon also augur well for the kharif season. On the other hand, the
increasing incidence of climate shocks remains a key upside risk to food prices.

Automotive Industry overview:

The automotive industry is gaining traction as vehicle manufacturing increases. Increasing corporate interest
in tapping into rural markets has been instrumental in driving the expansion of the sector. Surge in logistics
and passenger transportation sectors is driving the CV demand. As far as PV segment is concerned, rise in
disposable income in the hands of middle-income group has pushed India towards consumption fuelled
economic expansion, in turn, has had a favourable impact on the increasing demand for automobiles. The
country stands as a notable player in automotive exports, with robust growth prospects anticipated in the
coming years. Moreover, various government initiatives like the Automotive Mission Plan 2026, Scrappage
Policy, and PLI schemes are poised to elevate India's status to a key global leader in the sector. Auto industry
in India is projected to grow at a CAGR of 8.20% between FY24 and FY29. Prospective market growth is
expected to be fuelled by emerging trends such as the adoption of EVs and hybrid models. However, the
primary challenge for the industry is regulatory compliance and adherence to stringent emissions standards.

ICRA research expects the domestic CV segment’s sharp up-cycle to plateau in FY25, with a decline of up
to 7% in volumes, given the high base line effect and the impact of the General Elections on infrastructure
activities in the first few months of the fiscal year. Sustained slow-down in e-commerce and cannibalisation
from e3Ws has a bearing on LCVs. In the long run, demand prospects for domestic CV industry remain
contingent on a range of factors, such as the Government’s push towards infrastructure spending, monsoon
conditions and its impact on the rural economy, government initiatives etc. Domestic wholesale and retail PV
volumes closed the financial year on an all-time high, led by utility vehicles. Despite strong retail performance,
inventory levels continue to remain high as per projections from dealers’ association. With waning pent-up
replacement demand, PV segment is expected to grow by 3% - 6% in FY25, aided by steady demand for
utility vehicles, which is likely to bolster industry growth despite an elevated base.

NBFC Sector Overview:

The NBFC sector in India has witnessed remarkable transformations since its emergence. Growth in the
sector has been driven by various factors, such as a rising middle income group, enhanced financial
inclusion, positive policy interventions, favourable regulatory framework to name a few. NBFCs have
leveraged digitisation to offer alternative financing options, especially to the MSMEs, which face challenges
in obtaining loans from traditional banks. Industry experts believe that with the kind of growth witnessed in
the sector and with the efforts put-in to reach USD 7 tn economy by the end of this decade, India’s financial

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need will rise, creating ample opportunities for NBFCs. Nonetheless, the sector faces significant challenges,
especially as banks target the same customer base as NBFCs will require scale, resulting in more intensified
competition. NBFCs will also have to explore securitisation, co-origination and co-lending to sustain their
competitiveness in this scenario. M&A activity is also likely, with the capacity to alter the dynamics of the
sector.

CRISIL research estimates NBFC sector’s AUM growth moderating to around 14% - 17% in FY25. Growth
is in focus with favourable macro factors like growth in private consumption trending above long-term average
and household borrowings rising mainly for investments in physical assets. Micro factors like bolstered
provisioning buffers, comfortable gearing and liquidity position along with strengthened capital position from
balance sheet side only augurs well in line with the growth focus. Product diversification led growth remains
a key strategy. From funding standpoint, diversification becomes imperative especially with the impact of
recent changes RBI regulations with respect to unsecured lending being uncertain on bank funding to the
sector. This is on the backdrop that share of bank funding in NBFC borrowings was as high as 45% during
mid FY24. Thus, broad basing of funding avenues in both debt capital as well as securitisation will continue
to be the preferred approach. Partnering with banks will continue to play a major role in driving growth. Both
banks and large NBFCs are entering into partnerships with mid as well as small-sized NBFCs, allowing
penetration into niche market segments. Similarly, co-lending as a strategy to grow has garnered momentum
as portfolio of digital lenders has tripled over the last 2.5 years. AIFs or fee-based models are expected to
become the preferred mode of growing into wholesale lending business.

Vehicle finance NBFCs’ AUM is expected to cross Rs 8 lac crore by the end of FY25 as per CRISIL research.
AUM growth is projected to remain healthy at around 17%-18% in FY25. With higher cost of ownership of
new vehicles, increased affordability and customer awareness and improved penetration by organised
sector, has resulted in an upsurge in the share of used vehicle (UV) funding, thereby resulting in share of UV
AUM over the past 5 years. Asset quality improvement is expected to continue across segments. CV asset
quality which has demonstrated significant improvement over the last couple of years is expected to improve
further by the end of next fiscal. With NIMs projected to remain stained especially on the back of higher
interest cost and flattish credit costs, RoA of vehicle finance NBFCs is expected to remain rangebound in
FY25.

As far as TMF is concerned, the year has been a pivotal year with steps taken from fourth quarter of previous
fiscal towards sourcing and growing quality book yielding the desired results. Growth witnessed in UV
business, focus on diversification, improved yield, reduction in flows, delinquencies and gross NPAs and
enhanced credit guardrails have offered significant tailwinds. While, shrinking AUM, low IRR MHCV book,
higher cost of borrowings, attrition issues and lukewarm new CV growth have been some of the significant
headwinds. The focus during FY24 remained squarely on strengthening risk guard rails to ensure prudent
sourcing and targeted collection strategies to reduce delinquencies. Thus, with the right strategy,
infrastructure and approach in place, TMF expects to grow with diversification in focus, improve asset
solvency further and expand its RoA in FY25.

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3. FINANCIAL RESULTS
(Rs in crore)
PARTICULARS F.Y. 2023-24 F.Y. 2022-23
Total Income 5005.19 4905.57
Less:
Finance Costs 2496.67 2703.73
Impairment of financial instruments and other assets 1128.03 2029.21
Employee benefits expenses 507.31 385.57
Other expenses 617.92 681.56
Depreciation / Amortization 31.11 24.24
Profit Before Exceptional Item 224.15 (918.74)
Exceptional item - -
Profit Before Tax 224.15 (918.74)
Less: Tax Expense (172.27) (20.79)
Profit After Tax 51.88 (939.53)
Other comprehensive income forming part of Retained earnings (3.34) 5.44
Total comprehensive income for the year 48.54 (934.09)
Balance brought forward from previous year (distributable) (967.30) 125.79
Amount Available for Appropriations (918.76) (808.30)
Appropriations
Statutory Reserve (10.38) (15.27)
Dividend on equity shares - -
Dividend on preference shares (non-cumulative) - -
Distributions made to holders of Instruments entirely equity in (174.25) (140.89)
nature (net of taxes)
Issuance expenses for instruments entirely equity in nature (net (30.74) (2.84)
of taxes)
Surplus carried to Balance Sheet (1134.13) (967.30)

Comparative accounting period presented in the financial statements of the Company has been restated for the
accounting impact of the transfer, as if the business combination has occurred from the beginning of the
comparative period in the financial statements i.e., April 1, 2022.

4. DIVIDEND

The Board of Directors has not recommended dividend for the FY 2023-24 in view of Company’s planned
growth & conserving capital.

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5. TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire amount of profit for financial year 2023-24 in the
statement of profit and loss except the mandatory transfer to statutory reserves pursuant to the provisions of
the RBI Act, 1934.

6. OPERATIONS

The year has been a pivotal year with steps taken from fourth quarter of previous year towards sourcing and
growing quality book yielding the desired results. The focus during the year remained on strengthening risk
guard rails to ensure prudent sourcing and targeted collection strategies to reduce delinquencies.

As a result, new vehicle disbursal volumes took a hit during the first half of FY 2023-24 with disbursals of
Rs 3,765 crores as against Rs 6,096 crores for the corresponding period last year. With momentum back in
H2 FY24, disbursals stood at Rs 4,980 crores as against Rs 4,620 crores during H2 FY23. Thus, on a full
year basis, new vehicle disbursals declined to Rs. 8,745 crores in 2023-24 from Rs. 10,717 crores in
FY 2022-23. During the year, the Company financed overall 46,664 units of new vehicles as compared to
68,505 units in FY 2022-23. Commercial Vehicle units financed stood at 44,227 units in FY 2023-24 as
compared to 64,304 units in FY 2022-23, while Passenger Vehicle units financed stood at 2,437 units in
FY 2023-24 as compared to 4,201 units in FY 2022-23.

Used vehicle disbursals witnessed growth of 20% in the current year stood at Rs 6,200 crores (43,655 units)
against Rs 5,170 crores (39,747 units) in the corresponding period last year. Continuous efforts were made
to scale up business through direct channel and salahakar sathi and along with attractive incentive schemes
which acted as a catalyst for improved performance during the year.

Corporate Lending Group (CLG) book stood at Rs 2,955 as at the end of current financial year as against
Rs 3,132 crores for the corresponding period last year.

During the financial year ended March 31, 2024, the Company earned a total income of Rs. 5,005.19 crores
as compared with Rs. 4,905.57 crores in FY 2022-23. Profit before tax for the current year came at
Rs. 224.15 crores as against loss of Rs. 918.74 crores for the corresponding period last year and profit after
tax of Rs. 51.88 crores as against loss after tax of Rs. 939.53 crores for the corresponding period of previous
year.

7. SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES

During the year under review and as on the date of this Report, your Company does not have any Subsidiary
and/or Associate Company / Joint Venture.

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8. FINANCE

During FY 2023-24, the Company met its funding requirements through a combination of short term debt
(comprising Commercial Papers and Bank Loans) and long term debt (comprising Non-Convertible
Debentures (“NCDs” and Bank Loans). The total borrowings as of March 31, 2024 stood at Rs. 30,261.15
crore comprising mainly of Bank Borrowings (including ECBs) of Rs. 25,348.39 crore, Commercial Papers of
Rs. 1,072.71 crore and Non-Convertible Debentures (including Perpetual and Sub Debt) of Rs. 3,840.06
crore. The Debt / Equity ratio as on March 31, 2024 was 4.60 times. The Company has been regular in
servicing all its debt obligations.

9. CREDIT RATING

As on March 31, 2024, the ratings assigned to the Company in respect of borrowings are as follows:

No. Instrument CRISIL* ICRA CARE**

1. Commercial Paper CRISIL A1+ ICRA A1+ CARE A1+
2 Short Term Bank Facility CRISIL A1+ ICRA A1+ NA
3 Long Term Bank Facility CRISIL AA/ Positive ICRA AA/ Stable CARE AA+/ Stable
4 Non-Convertible Debenture CRISIL AA/ Positive ICRA AA/ Stable CARE AA+/ Stable
5 Subordinated Tier II Debenture CRISIL AA/ Positive ICRA AA/ Stable CARE AA+/ Stable
6 Perpetual Debt CRISIL A+/ Positive ICRA A+/ Stable CARE AA-/Stable
*Outlook upgraded w.e.f. February 02, 2024
** Long-term rating upgraded w.e.f. March 13, 2024

10. CAPITAL ADEQUACY

The Company’s Capital adequacy as of March 31, 2024 is 20.92% (March 31, 2023: 23.16%), which is higher
than the RBIs mandated level of 15.0%.

11. LIQUIDITY COVERAGE RATIO

Tata Motors Finance Limited (TMFL) has constituted an Asset Liability Supervisory Committee (ALCO) to
oversee liquidity risk management. ALCO consists of Managing Director & CEO, Non-Executive Director,
Chief Financial Officer, Chief Operating Officer – Technology, Chief Credit & Collections Officer, Chief Risk
Officer and Head – Treasury. The ALCO meetings are held every quarter. TMFL has a Risk Management
Committee (RMC), a sub-committee of the Board, which oversees overall risks to which the Company is
exposed including liquidity risk management (LRM). ALCO’s views on liquidity and asset liability
management are presented to RMC for its independent review on a regular basis. The ALCO and RMC also
updates the Board at regular intervals.

RBI vide circular dated November 4, 2019 has made it mandatory for NBFCs to implement Liquidity
Coverage Ratio (LCR) with effect from December 1, 2020. Accordingly, the Board and ALCO has approved

7
the Liquidity risk management policy including LCR policy. The overall Liquidity risk management of TMFL
is under the guidance of the ALCO and within the overall framework of the Board approved policies. The
mandated regulatory threshold as per the transition plan is embedded into the policy to ensure maintenance
of adequate liquidity buffers. LCR computations are reported to ALCO and the Board for oversight and
periodical review. LCR seeks to ensure that TMFL has an adequate stock of unencumbered High-Quality
Liquid Assets (HQLA) that can be converted into cash promptly and immediately to meet its liquidity needs
under a 30-day calendar liquidity stress scenario. As a strategy, TMFL has been maintaining Investment in
Government Securities and balance in current account with banks which has resulted in a high level of
HQLA. TMFL follows the criteria laid down by the RBI for calculation of High-Quality Liquid Assets (HQLA),
gross outflows and inflows within the next 30-day period. HQLA predominantly comprises Investment in
Government Securities and Balance in current accounts with the Banks. TMFL is funded through
Commercial papers, term loans from banks, long term bonds, and foreign currency borrowings. All
significant outflows and inflows determined in accordance with RBI guidelines are included in the prescribed
LCR computation. The Company assesses the impact on short term liquidity gaps dynamically under
various scenarios covering business projections under normal as well as varying market conditions.
Periodical reports are placed before the Company’s ALCO for perusal and review. The LCR is calculated
by dividing a TMFL’s stock of HQLA by its total stressed net cash outflows over next 30-day
period.

RBI has mandated a minimum LCR of 85% from 1st December 2023 and TMFL’s LCR stood at 140% for
the quarter ended March 31, 2024.

12. ASSIGNMENT OF RECEIVABLES

A) DIRECT ASSIGNMENT

During the year, the Company also concluded 13 direct assignment transactions by assigning future loan
receivables including future interest in the pool, aggregating to Rs. 5409.44 crore (Principal Outstanding
Rs. 4382.28 crore). As the transactions were par structures, the Company received the amount equal to
investor share in principal outstanding against assigned contracts, the balance share (Minimum 10%) was
retained by the Company in complying with the minimum retention requirement (MRR) as prescribed by RBI.
Unlike securitisation, the company is not required to offer credit enhancements in any form and retain any
exposures other than the stipulated MRR.

While assigning the receivables by way of Securitisation & Direct Assignment as above, the Company has
complied with the Minimum Holding Period (MHP) & Minimum Retention Requirement (MRR) in line with
Guidelines on Securitisation and direct assignment transactions issued by RBI.

B) SECURITISATION

The Company has not entered into any securitisation transaction for the year ended March 31, 2024.

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13. SHARE CAPITAL

A. AUTHORISED AND PAID-UP SHARE CAPITAL

During the year, the Company has increased its Authorised Share Capital from Rs. 5500,00,00,000/- (Rupees
Five Thousand Five Hundred Crore) to Rs. 6500,00,00,000/- (Rupees Six Thousand Five Hundred Crore)
vide special resolution passed by the members of the Company at the Extra Ordinary General Meeting held
on May 25, 2023.

The Company is a wholly owned subsidiary of TMF Holdings Limited. As on date of the report, the Authorised
Share Capital of the Company is Rs. 6500,00,00,000/- (Rupees Six Thousand Five Hundred Crore) and the
paid-up Share Capital of the Company is Rs. 49,693,917,600/- (Rupees Four Thousand Nine Hundred and
Sixty Nine Crore Thirty-Nine Lakhs Seventeen Thousand Six Hundred only) consisting of 49,69,39,176 equity
shares of Rs. 100/- each.

Pursuant to Demerger, the Company has allotted 32,68,89,441 Equity Shares of Rs. 100 each to
TMF Holdings Limited (Shareholder of TMF Business Services Limited- TMFBSL) as per the share
entitlement ratio of 34:10.

14. NUMBER OF MEETINGS OF THE BOARD

Thirteen (13) meetings of the Board were held during the year under review. For details of meetings of the
Board, please refer to the Corporate Governance Report, which forms part of this report.

15. COMMITTEES OF THE BOARD

The Company has constituted following Committees of the Board of Directors:

a. Audit Committee;
b. Nomination and Remuneration Committee;
c. Corporate Social Responsibility Committee;
d. Risk Management Committee;
e. Assets and Liability Supervisory Committee;
f. Stakeholders Relationship Committee;
g. Information Technology (IT) Strategy Committee;
h. Lending Committee;
i. Investment Committee.

The details including the composition of the committee (terms of reference, attendance) are included in the
Corporate Governance Report, which is a part of this report.

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16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE
COMPANIES ACT, 2013

The Company, being a Non-Banking Finance Company is exempt from the provisions as applicable to loans,
guarantees, security and investments under Section 186 of the Act.

17. INFORMATION TECHNOLOGY/ DIGITAL STRATEGY

The Company’s comprehensive digital strategy encompasses improving customer experience, engaging
channel partners and dealers, collaborating with new age product companies and supporting customers in
their growth journey. By leveraging digital technologies, we aim to transform our value chain and establish
ourselves as a preferred and trusted financing partner.

While we aggressively digitize, we are committed to mitigate any organizational risks by prioritizing
cybercrime prevention and bolstering information protection measures.

Information Technology (IT) Strategy Committee (ITSC) has been constituted as per the provisions of RBI
Master Direction RBI/DNBS/2016-17/53 DNBS.PPD.No.04/66.15.001/2016-17 dated June 08, 2017 and as
amended, pertaining to Information Technology Framework for the NBFC Sector. The Committee approves
IT strategy and policy documents and ensures that the management has put an effective strategic planning
process in place.

18. HUMAN RESOURCES (HR)

Human resources continued to play an integral role to drive a performance-oriented work culture and improve
organizational effectiveness while helping to align strategy and achieve business success. Key focused
interventions / initiatives implemented during FY 2023-24 are:

TMF has pushed the Talent Management strategy strongly this year given the high attrition for last few
quarters. Below flagship programs for high potentials were launched
o The Young Banker Program (N-4 Roles) - The learning journey of Young Banker Program
for N-4 critical roles has begun in association with SP Jain, Mumbai & this program aims at
imparting critical competencies like Execution Excellence, enhancing financial proficiency,
Customer centricity & people leadership skills.
o Aspiring Leaders Program (N-5 Roles) - This program is focused on building critical
competencies which will help our first line managers to focus on developing self & managing
their teams better.
o TMF strongly advocates triple C -Connect, Celebrate & Care as a part of engagement strategy.
Under the three pillars we drive we have embraced Cricket as a sport which binds us together &
also promotes fitness amongst employees apart from festival celebrations & employee connect.
o Employee safety continuous to be the priority. Various safety initiatives were undertaken including
periodic health check-ups, reinforcing strict road safety guidelines, fire safety training, etc.

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 o Career development opportunities were widened for employees. Publishing the vacancy on internal
job posting “Aspire” was made mandatory for all N-3 (three levels below MD&CEO) roles before
hiring externally.

19. COMPLIANCE & REGULATORY FRAMEWORK

The Company has complied with all applicable laws, rules, regulations, guidelines, including the regulations
and it does not carry on any business or activity other than as permitted by RBI. Company has neither
accepted, nor will it accept any public deposits during the financial year 2023-24.

The RBI vide its notification dated October 22, 2021 has introduced an integrated regulatory framework for
NBFCs under “Scale Based Regulation (SBR): A Revised Regulatory Framework for NBFCs”. The RBI has
replaced the erstwhile Master Direction and issued Reserve Bank of India (Non-Banking Financial Company–
Scale Based Regulation) Directions, 2023 on October 19, 2023. The Master Direction encompasses different
facets of regulation of NBFCs covering capital requirements, governance standards, prudential regulation,
etc. Under SBR, NBFCs are divided into four layers viz., top layer, upper layer, middle layer and base layer
based on the size, activity, and perceived riskiness. The Company is in the middle layer (NBFC-ML).

The Company shall continue to ensure compliance with all the requirements applicable to NBFC-ML under
SBR within the prescribed timelines.

The compliance requirements across various department are communicated comprehensively to all through
regular communications. The company uses web-based tool as a repository of compliance tasks which are
updated as an when new compliances are announced by regulators. The compilations of these reports are
reviewed by the Audit Committee at its quarterly meetings.

The NCDs of the Company are listed on National Stock Exchange of India Limited and BSE India Limited.
SEBI vide its notification no. SEBI/LAD-NRO/GN/2021/47, issued on September 7, 2021, amended the SEBI
Listing Regulations and made Regulations 15 to 27 applicable to the Debt Listed Companies having an
outstanding value of listed Non-Convertible debt securities of Rs. 500 crore and above i.e. High Value Debt
Listed Entity (“HVDLE”). Accordingly, the Company has been classified as a HVDLE and complied with the
Regulations.

20. REGULATORY ACTION

There were no instances of non-compliance by the Company for which any penalties or strictures were
imposed by the Stock Exchanges and SEBI, or any statutory authority on any matter. Further, there are no
significant or material orders passed by the regulators or courts or tribunals impacting the going concern
status and operations of the Company in future.

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21. DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and as such, no amount on account of principal or
interest on deposits from public was outstanding as on the date of the balance sheet.

22. EXTRACT OF THE ANNUAL RETURN

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the Annual Return in
Form MGT-7 for FY 2023-24 is available on the website of the Company, www.tmf.co.in/Investor-zone/.

23. ACCOUNTS AND ACCOUNTING STANDARDS

The financial statements for the year ended March 31, 2024 are prepared in accordance with Ind AS as
notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 of the
Companies Act, 2013 (the “Act”).

24. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company being a Non-Banking Finance Company (NBFC) and not being involved in any industrial or
manufacturing activities, there is no material information on technology absorption to be furnished. The
Company continues to adopt and use the latest technologies to improve the efficiency and effectiveness of
its business operations.

Foreign Exchange earned in terms of actual inflows during the year under review was Nil and the Foreign
Exchange Outgo during the year under review in terms of actual outflow was Rs. 417,48,703/-.

25. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Based on the recommendation of the Nomination and Remuneration Committee and subsequent approval
of Board & shareholders, wherever required, the Company has undergone following changes in Directors
and Key Managerial Personnel:

Name of the Designation Date of Effective Approval Approval by

Director and DIN appointment/ date by Board Shareholders
resignation
Mr. Nasser Munjee Independent Re-appointment June 09, May 29, June 30, 2023
DIN: 00010180 Director for second term 2023 till 2023
November
18, 2027
Mr. Alok Chadha Whole-time Resignation June 30, June 23, -
DIN: 09537539 Director 2023 2023

12
 Mr. Samrat Gupta Managing Appointment July 01, June 23, June 30, 2023
DIN: 07071479 Director & 2023 2023
CEO
Mr. P. S. Jayakumar Independent Appointment July 10, June 23, June 30, 2023
DIN: 01173236 Director 2023 till 2023
July 09,
2028
Mr. Shyam Mani Non- Retirement September June 23, -
DIN: 00273598 Executive 01, 2023 2023
Director
Mr. N. V. Sivakumar Independent Appointment November October 25, January 24,
DIN: 03534101 Director 07, 2023 till 2023 2024
November
06, 2026
Mr. Uday Uchil Chief Resignation June 30, June 23, -
Financial 2023 2023
Officer
Mr. Neeraj Dwivedi Company Resignation June 30, June 23, -
Secretary 2023 2023
Ms. Ridhi Gangar Chief Appointment July 01, June 23, -
Financial 2023 2023
Officer
Mr. Vinay Lavannis Company Appointment July 01, June 23, -
Secretary 2023 2023

The Board places on record its sincere appreciation for services rendered by Mr. Alok Chadha, Whole Time
Director and Mr. Shyam Mani, Non- Executive Director, during their tenure as Directors of the Company.

In accordance with the requirements of Section 152 of the Companies Act, 2013 and the Articles of
Association of the Company, Mr. Dhiman Gupta (DIN: 09420213), Non- Executive Director is liable to retire
by rotation at the ensuing Annual General Meeting and is eligible for re - appointment.

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations
that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with
Rules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”). There has been
no change in the circumstances affecting their status as independent Directors of the Company. In terms of
Regulation 25(8) of SEBI Listing Regulations, they 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. The Directors have also disclosed their fit and proper status in accordance
with the guidelines of RBI. The Board is of the opinion that the independent Directors of the Company has
the required integrity, expertise, and experience (including the proficiency).

13
During the year under review, the Independent Directors / Non-Executive Directors of the Company had no
pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of
expenses incurred by them for the purpose of attending meetings of the Board/ Committee of the Company.

As on March 31, 2024, the Key Managerial Personnel (KMP) of the Company were Mr. Samrat Gupta,
Managing Director and CEO, Ms. Ridhi Gangar, Chief Financial Officer and Mr. Vinay Lavannis, Company
Secretary.

26. EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and
individual Directors pursuant to the provisions of the Act and SEBI Listing Regulations. The performance of
the entire board was evaluated by the board 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 Securities
and Exchange Board of India on January 5, 2017.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a

whole and the Chairman of the Company was evaluated, considering the views of Directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual
Directors based on 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.

The performance of the Board, its Committees and individual Directors was discussed at the Board Meeting.
Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent
Director.

27. POLICY ON APPOINTMENT OF DIRECTORS AND REMUNERATION POLICY OF THE

COMPANY

The Nomination and Remuneration Committee (NRC) develops the competency requirements of the Board
based on the industry and strategy of the Company and recommends the reconstitution of the Board, as and
when required. It also recommends to the Board, the appointment of Directors having good personal and
professional reputation and conducts reference checks and due diligence of all Directors, before

14
recommending them to the Board. Besides the above, the NRC ensures that the new Directors are
familiarised with the operations of the Company.

The Company has adopted the Remuneration Policy for Directors, Key Managerial Personnel and other
employees of the Company pursuant to the provisions of Section 178(3) of the Companies Act, 2013 and
Tata Group Corporate Governance Guidelines, copy whereof is placed on the website of the company
i.e. www.tmf.co.in. The Policy on Board Diversity and Director Attributes has been framed to encourage
diversity of thought, experience, knowledge, perspective, age, and gender in the Board. The Remuneration
Policy for Directors, Key Managerial Personnel and all other employees is aligned to the philosophy on the
commitment of fostering a culture of leadership with trust. The Remuneration Policy aims to ensure that the
level and composition of the remuneration of the Directors, Key Managerial Personnel and all other
employees is reasonable and sufficient to attract, retain and motivate them to successfully run the Company.

Salient features of the Remuneration Policy, inter alia, includes:

• Remuneration in the form of Sitting Fees and Commission to be paid to Independent Directors
and Non-Independent Non-Executive Directors, in accordance with the provisions of the Act
and as recommended by the NRC;
• Remuneration to Managing Director / KMP and all other employees is reasonable and sufficient
to attract, retain and motivate them to run the Company successfully and retain talented and
qualified individuals suitable for their roles, in accordance with the defined terms of
remuneration mix or composition; and
• No remuneration would be payable to Directors for services rendered in any other capacity
unless the services are of a professional nature and the NRC is of the opinion that the Director
possesses requisite qualification for the practice of the profession and approval of the Central
Government has been received, if required, for paying the same.

The Company has also adopted a ‘Fit and Proper’ Policy for ascertaining the ‘fit and proper’ criteria at the
time of appointment of Directors and on an annual basis, pursuant to the RBI Guidelines for NBFCs.

28. INTERNAL AUDIT FUNCTION

The Company has ability to take risks and manage them efficiently is a key factor of business success. TMFL
has devised appropriate systems and frameworks including automated Internal Financial Controls
framework, Enterprise-Wide Risk Management framework, Fraud Control Unit, detailed Delegation of
Authority, effective IT systems aligned to business requirements, a robust Legal compliance and Ethics
framework and a Whistle Blower mechanism to manage its risks and ensure achievement of its strategic and
business objectives. Internal Audit helps the Company accomplish its objectives by providing an independent
appraisal of the adequacy and effectiveness of these Governance, Control and Risk Management processes
set up by the Management. The function is an integral part of the corporate governance structure and
provides an independent and objective assurance, advice and insight to the management on all aspects of
risk and controls.

15
The Internal Audit Function has adopted a Risk Based Internal Audit Framework in accordance with the RBI
Guidelines to NBFC to enhance the quality and effectiveness of their internal audit systems and processes.
Duly approved by Audit Committee of the Board and Senior Management, the framework enables Internal
Audit Function to broadly assess and contribute to the overall improvement of the Organization’s
Governance, Risk Management and Control processes using a systematic and disciplined approach. The
Risk Based Internal Audit Plan for Zones, Process and IS Audits have been built using risk assessment
models which capture and quantify inherent risks, control risks and additional quantitative parameters as per
the mandate of RBI. The Risk Based Internal Audit policy demarcates the roles and responsibility of three
lines of defence and provides guidance on all steps of the audit life cycle including rating of observations and
reports.

The Chief Internal Auditor of the Company is appointed by the Audit Committee and Board of Directors. The
position reports functionally to the Chairman of the Audit Committee of the Board and administratively to the
Managing Director & CEO. Under the guidance of the Chief Internal Auditor, the Internal Audit Department
evaluates the adequacy and effectiveness of Governance, Risk Management and Controls basis a risk based
Internal Audit plan approved by the Audit Committee covering both corporate functions and branch
operations.

The Audit Committee of the Board meets the Chief Internal Auditor at least once in a quarter without the
presence of the MD or Senior Management. The Audit Committee of the Board reviews the status of Internal
Audit Plan achievement and the issues and recommendations highlighted in the Internal Audit reports on a
periodic basis in the presence of the management. The Internal Audit reports are discussed
and recommendations for improving the risk and control environment are implemented in a time bound
manner. The Internal Audit function of the Company also reviews and ensures that the audit observations
are acted upon on a timely basis through Action Taken Report (ATR).

29. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal controls for ensuring the orderly and efficient conduct of the
business, including adherence to the Companies’ policies, safeguarding of assets, prevention and detection
of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable
financial disclosures. The Company has adopted ‘Committee of Sponsoring Organizations (COSO) 2013’ as
its internal controls framework which covers all the essential components of internal controls as stated in the
Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by The Institute of
Chartered Accountants of India and as required by the Companies Act, 2013.

Company has adopted Tata Motors Group’s ‘One Control Framework’ and controls testing for the
TML Group entities is performed by Group Control Tower (GCT). The Group uses a tool
(called ‘Highbond’) for documenting risk and controls and even for testing of controls.

16
Based on results of assessment of the design and operating effectiveness of the controls, Company has
determined that Company’s Internal Financial Controls were adequate and effective during the financial
reporting as of March 31, 2024.

30. RISK AND CONCERNS

In response to the dynamic growth of the business, the Company has been fortifying its Risk Management
Framework. This comprehensive approach involves the consistent evaluation of all critical risks through
enterprise risk management framework, under the vigilant oversight of Risk Management Committee.
Recognizing deliberate engagement with certain high-risk customer profiles, the Company maintain a
rigorous and regularly updated credit appraisal process to effectively navigate regulatory shifts within the
financial landscape.

The commitment to risk mitigation is further exemplified by the precise efforts of the Asset Liability
Supervisory Committee, which ensures the proper alignment of assets and liabilities. Concurrently, the Risk
Management Committee takes a holistic view of the company's integrated risk portfolio, which is periodically
discussed with the Board of Directors.

The endeavour to standardize credit underwriting has led to the benchmarking and updating of the
Risk Scoring Model for multiple vehicle buyers. For retail customers, innovations in the Risk Scoring and
Pricing Model (RSPM) have enabled the Company to attract lower-risk customer profiles. Last year, the
Company enhanced its credit appraisal matrix further by incorporating additional information, including
bureau scores and RSPM score bands, thus embracing more data-driven underwriting decisions for the retail
portfolio.

The credit appraisal system is robust and adaptable, ensuring compliance with evolving financial sector
regulations. The foundation of the credit approval process lies in clearly defined norms and a structured
approval hierarchy. The Company leverage behavioural scorecards and recovery models to formulate
strategies for managing delinquent accounts. The Company conduct regular reviews of the portfolio to
address the Gross Non-Performing Asset (GNPA) and Net Non-Performing Asset (NNPA) status, adapting
policies and strategies as needed. The recent efforts include modernizing Credit Policy to embrace new age
lending practices, incorporating various APIs for sourcing to improve customer experience and reduce
fraudulent risk.

The investment in analytics and human capital underscores the commitment to reducing manual intervention
in decision-making processes. With advanced tools and software enhancing analytical capabilities, team of
statisticians and domain experts continually develops and refines statistical models and analyses the
portfolio, thereby improving portfolio performance and accordingly, the sourcing and collection strategy.

Facing the challenges of heightened competition and market volatility, especially in financing used vehicles
and extending credit to TML Dealers & Vendors, we recognize the importance of proactive risk management.
The unique risks associated with used vehicle financing, external influences on the viability of transport

17
operations, and the imperative to uphold asset quality demand our vigilant risk management. The Company’s
approach is characterized by an up-to-date, robust credit appraisal process that reflects regulatory and
sectoral shifts and a structured credit approval framework.

Through these strategic measures, Tata Motors Finance Limited remains at the forefront of risk management,
ensuring stability and integrity in a fluctuating financial services market. The Asset Liability Supervisory
Committee and Risk Management Committee continue to provide critical oversight, safeguarding the
Company's interests and fostering sustainable growth.

31. ENTERPRISE RISK MANAGEMENT

The Company has structured approach towards Enterprise Risk Management (ERM) and has put a four
themed approach to address the enterprise risk. They are:
• Financial risk
• Operational risk
• Strategic risk
• Compliance risk

Over the years, the risks pertaining to financial, strategic risk and compliance risk to the Company have been
managed in a systematic manner including a strong governance mechanism. The Company has
strengthened the operational risk management by putting a formal Operational Risk Management (ORM)
framework in place. Under this framework various operational risks are identified though a self-assessment
process. The identified risks are then categorized in terms of criticality based on their impact and vulnerability.
These risks are monitored on a periodic basis by adopting Key Risk Indicator (KRI) approach.

The Company has revamped the ERM, ORM and Financial Outsourcing Risk Management framework in
FY 2023-24 and executed the same through a well defined approach document. As a part of revamp exercise,
the risk types were optimized and revised scientific scoring mechanism for the Risk Heat Map has been
adopted along with key risk indicators being updated for monitoring and wider coverage. Further the
Company has also adopted the ICAAP policy in line with the regulatory requirement. As a part of ICAAP
assessment, consolidated evaluation of TMFBSL and TMFL merged entity was carried out and presented to
the Board. Regulatory directives on Outsourcing of Information Technology Services have been adopted and
implemented through a robust framework of service provider categorization and their monitoring guided by a
well-defined approach document.

32. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

As required under Section 177 of the Companies Act, 2013, the Board adopted the Whistle-Blower Policy
which provides a formal mechanism for all employees of the Company to approach the Management/ Audit
Committee and make protective disclosures to the Management about unethical behaviour, Insider Trading,
actual or suspected fraud or violation of the Company’s Code of Conduct or as guided by policies pertaining
to Consequence Management, Anti Bribery and Corruption, Conflict of Interest etc. The disclosures reported

18
are addressed in the manner and within the time frames prescribed in the Policy. No employee of the
Company has been denied access to the Audit Committee. The Whistle Blower Policy of the Company is
placed on the website of the company i.e. www.tmf.co.in.

33. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has a Policy on prevention,
prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there
under for prevention and redressal of complaints of sexual harassment at workplace. One complaint was
filed during the year under this policy. As a proactive measure, to sensitize and build skill of Internal
Complaints Committee (ICC) members on POSH guidelines, all ICC members went through a training
program facilitated by an external faculty.

34. STATUTORY AUDITORS

Pursuant to RBI Circular No. 2021-22/25 dated April 27, 2021, the Board of Directors of the Company at its
meeting held on October 20, 2021 has approved and recommended to shareholders the appointment of
M/s Kalyaniwalla & Mistry LLP, Chartered Accountants, (Firm Registration No.: 104607W / W100166) as
Statutory Auditors of the Company commencing from Q3 FY 2021-22 until the conclusion of the Annual
General Meeting of the Company to be held in the year 2024.

Considering the retirement of M/s. Kalyaniwalla & Mistry LLP, existing auditors of the Company,
the Board has recommended the appointment of M/s. Sundaram & Srinivasan, Chartered Accountants
(Firm Registration No. 004207S) and M/s Borkar & Muzumdar, Chartered Accountants (Firm Registration
No. 101569W) as Joint Statutory Auditors of the Company for a period of three years from the conclusion of
the ensuing Annual General Meeting (AGM) until the conclusion of the AGM to be held in the year 2027,
subject to shareholders approval.

35. SECRETARIAL AUDITORS

The Company has appointed M/s. SG & Associates, Practicing Company Secretary as Secretarial Auditor of
the Company in terms of the provisions of section 204 of the Companies Act, 2013 for conducting the
secretarial audit of the Company for the F.Y. 2023-24. The Secretarial Audit report issued by
M/s. SG & Associates, Practicing Company Secretary, forming part of the Directors’ Report for the year
ended March 31, 2024 is enclosed as Annexure - 1 to this Report.

19
36. EXPLANATION ON STATUTORY AUDITOR’S REPORT AND SECRETARIAL AUDIT REPORT

There is no qualification, reservation or adverse remark or disclaimer made by the Statutory Auditors in their
Reports on the Financial Statements of the Company for FY 2023-24. Further, the secretarial audit report
also does not contain any qualifications, reservations, or adverse remarks or disclaimer for the F.Y. 2023-24.

37. INFORMATION ON MATERIAL CHANGES AND COMMITMENTS

(A) SCHEME OF ARRANGEMENT

The Board at its meeting held on October 03, 2022 approved the Scheme of Arrangement between the
Company and TMF Business Services Limited (TMFBSL) (Formerly Tata Motors Finance Limited)
(Demerged Company) and their respective shareholders under Section 230 to 232 and other applicable
provisions of the Act. The Scheme provided for demerger, transfer and vesting of the Demerged Undertaking
(as defined in the Scheme) from TMFBSL to the Company on a going concern basis.

The Hon’ble National Company Law Tribunal (NCLT) passed the order approving the Scheme on May 12,
2023. The appointed date of the Scheme was April 01, 2023 and effective date was June 30, 2023.

The Company fixed June 23, 2023 as the Record Date for issuance and allotment of the Company’s equity
shares to the shareholders of Demerged Company. Further, all the Listed and Unlisted Securities
(Non- Convertible Debentures and Commercial Papers) of Demerged entity were transferred to the Company
and accordingly listed with respective exchanges on NSE and BSE.

The name of the Company has been changed from “Tata Motors Finance Solutions Limited” to “Tata Motors
Finance Limited” with effect from October 26, 2023.

(B) AMENDMENT IN MEMORANDUM OF ASSOCIATION (MOA)

(i) Increase in Authorised Share Capital of the Company

During the year, the Company has amended the Capital Clause, i.e. Clause V of Memorandum of Association
through an Extra- Ordinary General Meeting (EGM) held on May 25, 2023. Accordingly, the Company has
increased the authorized share capital of the Company from Rs. 5500,00,00,000/- (Rupees Five Thousand
Five Hundred Crores only) divided into 53,00,00,000 (Fifty- Three Crores) Equity Shares of Rs. 100/- (Rupees
Hundred only) each and 2,00,00,000 (Two Crores) Preference Shares of Rs. 100/- (Rupees Hundred only)
each to Rs. 6500,00,00,000/- (Rupees Six Thousand Five Hundred Crores only) divided into 63,00,00,000
(Sixty-Three Crores) Equity Shares of Rs. 100/- (Rupees Hundred only) each and 2,00,00,000 (Two Crores)
Preference Shares of Rs. 100/- (Rupees Hundred only) each.

20
 (ii) Amendment in Main Object Clause of Memorandum of Association (MOA):

During the year, the Company has amended the Object clause of Memorandum of Association through an
Extra- Ordinary General Meeting (EGM) held on October 25, 2023, by inserting below Clause to enable the
Company to undertake corporate agency business.

CLAUSE NO: 1A

“To act as a Composite broker as given/ defined in the Insurance Regulatory and Development Authority of
India (Insurance Brokers) Regulations, 2018 or any other regulations as may be applicable from time to time
and/ or to conduct Insurance literacy and awareness campaigns at Company’s website/ platform or at of its
branch/ office.”

38. RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and SEBI Listing Regulations, the Company has
formulated a Policy on Related Party Transactions and the same can be accessed on the Company’s website
at www.tmf.co.in. All contracts / arrangements / transactions entered by the Company during the financial
year with related parties were on an arm’s length basis, in the ordinary course of business and were in
compliance with the applicable provisions of the Act. There were no materially significant related party
transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other
designated persons which may have a potential conflict with the interest of the Company at large.

Details of Related Party Transactions, as required to be disclosed by Indian Accounting Standard –24 on
“Related Party Disclosures” specified under Section 133 of the Act, read with the Companies
(Indian Accounting Standards) Rules, 2015 are given in the Notes to the Financial Statements. Further, there
were no transaction requiring disclosure under section 134(3)(h) of the Act. Hence, the prescribed
Form AOC–2 does not form a part of this report.

39. CORPORATE SOCIAL RESPONSIBILITY

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 under review are set out in Annexure- 2 of this
report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.
For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is
a part of this report.

The CSR policy of the Company is available on the Company’s website: www.tmf.co.in/investor-zone.

40. CORPORATE GOVERNANCE REPORT

The Corporate Governance Report prepared in accordance with the Part C of Schedule V of SEBI Listing
Regulations forms part of this Report as Annexure-3 along with following certificates/declarations:

21
 a. Compliance certificate by Practicing Company Secretary for compliance of Corporate Governance
during the period under review as required under Part E -Schedule V of SEBI Listing Regulations
b. Certificate by Practicing Company Secretary pursuant to Schedule V Part C clause (10)(i) of the
SEBI Listing Regulations
c. Declaration from Managing Director & CEO and Chief Financial Officer (CFO) in respect of financial
statements and Cash Flow Statement (pursuant to regulation 17 (8) of SEBI Listing Regulations for
the financial year ended March 31, 2024
d. Declaration by Managing Director & CEO on Code of Conduct as required under Part D -
Schedule V.

41. DIRECTORS’ RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by
the Company, work performed by the internal, statutory auditors and secretarial 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 the financial
year 2023-24. Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, 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 had been followed
along with proper explanation relating to material departures;
b) the Directors had selected accounting policies and 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 and loss of the company for that
period;
c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
d) the Directors had prepared the annual accounts on a going concern basis; and
e) the Directors had laid down internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating effectively.
f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.

42. JOURNEY TOWARDS BUSINESS EXCELLENCE

The Company has accelerated its journey towards industry leadership by implementation of multiple new
initiatives under its Pinnacle Program – TMF Business Industry Leadership Framework in Year 2023-24. The
Company continued its normal Pinnacle Program activities and strived to put in place newer dimensions of
TBEM Framework. There has been changes in TBEM Criteria effected by Tata Business Excellence Group
and these were understood by TMF and their implementation commenced in March 2024. During the year
2023-24, TMF continued its focus of process excellence and process improvements in addition to focus in
keeping abreast with enhancements of Business Excellence Framework.

22
 43. OTHER DISCLOSURES

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.

Section 136 of the Act and the Rules framed thereunder allows the Company to send its Financial Statements
by electronic mode to such Members whose shareholding is in dematerialized format and whose email
addresses are registered with the Depositories for communication purposes. Shareholders/ Debenture
holders who have not registered their email address with the Depositories are requested to register the same.
Further, in accordance with the Circular No. 2/2022 dated May 5, 2022 read with Circular No. 02/2021 dated
January 13, 2021 and Circular No. 20/2020 dated May 5, 2020 issued by the Ministry of Corporate Affairs,
the Notice of the AGM including the Annual Report of the Company is being sent only through electronic
mode to all the Members/ Debenture holders whose e-mail addresses are registered with the Depositories.

A copy of Annual Report along with the Financial Statements for FY 2023-24 of the Company is also available
on the website of the Company, www.tmf.co.in.

44. SCHEME OF ARRANGEMENT WITH TATA CAPITAL LIMITED

The Board of Directors of the Company at its Meeting held on June 04, 2024, has approved a Scheme of
Arrangement for amalgamation of the Company with and into Tata Capital Limited (TCL) and their respective
shareholders, under Sections 230 to 232 read with Section 52 and Section 66 and other applicable provisions
of the Act and the Rules made thereunder.

The Scheme of Arrangement will become effective, from the Appointed Date i.e. April 1, 2024 and will be
operative from Effective Date which is conditional upon fulfilment of all the conditions set out inter alia, in the
Scheme of Arrangement, approval of the Scheme of Arrangement by the NCLT, requisite approvals of
respective shareholders and creditors of the Company and TCL, as appliable, and as may be directed by the
NCLT, and upon the receipt of other applicable regulatory approvals.

Upon the Scheme becoming effective:

(i) The entire business of TMFL including all the assets, liabilities and undertakings of TMFL will stand
transferred and vested in TCL and thereafter TCL will carry on all the business activities undertaken by TMFL.

(ii) Equity shares of TCL would be issued to equity shareholders of TMFL as per the Exchange Ratio
determined based on the Valuation Reports and the Fairness Opinions obtained by TCL and TMFL.

(iii) The holders of NCDs of TMFL will become the holders of NCDs of TCL on the same terms, including the
coupon rate, tenure, redemption price, quantum, nature of security, adequately safeguarding the interest of
the NCD holders.

23
 45. ACKNOWLEDGEMENTS

The Directors would like to place on record their gratitude for support received from the Reserve Bank of India
and other Government and regulatory agencies and to convey their appreciation to TMF Business Services
Limited (Formerly Tata Motors Finance Limited), TMF Holdings Limited, bankers, lenders, and all other
business associates for the continuous support given by them to the Company. The Directors also place on
record their appreciation of all employees of its holding Company who had extended their services to the
Company for their commendable efforts, team work and professionalism.

On behalf of the Board of Directors of

TATA MOTORS FINANCE LIMITED
(Formerly Tata Motors Finance Solutions Limited)

NASSER MUNJEE
Chairman
DIN: 00010180

Date: April 29, 2024

24
Declaration by MD & CEO on Code of Conduct as required by Schedule V of Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

I, Samrat Gupta, Managing Director and CEO of the Company hereby declare that all the members of Board
of Directors and Senior Management Personnel have affirmed compliance with Code of Conduct, as
applicable to them, in respect of the financial year 2023-24.

For TATA MOTORS FINANCE LIMITED

(Formerly Tata Motors Finance Solutions Limited)

SAMRAT GUPTA
Managing Director and CEO
(DIN: 07071479)

Date: April 29, 2024

Place: Mumbai

25
 MD/CFO Certification in respect of Financial Statements and Cash Flow Statement (pursuant to
regulation 17 (8) of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 For the
Financial Year ended March 31, 2024

We have reviewed the Financial Statements and the Cash Flow Statement for the year ended
31st March, 2024 and we hereby certify and confirm to the best of our knowledge and belief the following:

a. The Financial Statements and Cash Flow statement do not contain any materially untrue statement or omit
any material fact or contain statements that might be misleading.

b. The Financial Statements and the Cash Flow Statement together present a true and fair view of the affairs of
the Company and are in compliance with existing accounting standards, applicable laws and regulations.

c. There are no transactions entered in to by the Company during the year ended 31st March, 2024 which are
fraudulent, illegal or violative of Company’s Code of Conduct.

d. We accept responsibility for establishing and maintaining internal controls for Financial Reporting and we
have evaluated the effectiveness of these internal control systems of the Company pertaining to financial
reporting. Deficiencies noted, if any, are discussed with the Auditors and Audit Committee, as appropriate,
and suitable actions are taken to rectify the same.

e. There have been no significant changes in the above-mentioned internal controls over financial reporting
during the relevant period.

f. That there have been no significant changes in the accounting policies during the relevant period.

g. We have not noticed any significant fraud particularly those involving the management or an employee having
a significant role in the Company’s internal control system over Financial Reporting.

For TATA MOTORS FINANCE LIMITED

(Formerly Tata Motors Finance Solutions Limited)

SAMRAT GUPTA RIDHI GANGAR

Managing Director and CEO Chief Financial Officer
DIN: 07071479

Date: April 29, 2024

Place: Mumbai

26
 Annexure-1

FORM NO. MR 3
SECRETERIAL AUDIT REPORT
[Pursuant to Section 204 (1) of the Companies Act 2013 and Rule No 9 of the Companies (Appointment and
Remuneration Personnel) Rules, 2014]

For the Financial Year Ended 31st March, 2024

To,
The Members,
TATA MOTORS FINANCE LIMITED,
(Formerly known as Tata Motors Finance Solutions Limited)

We have conducted the Secretarial Audit of the Compliance of applicable statutory provisions and the
adherence to good Corporate practices by Tata Motors Finance Limited (Formerly known as Tata Motors
Finance Solutions Limited) (hereinafter called the Company).

Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate
conducts/ Statutory Compliances and expressing our opinion thereon.

Based on our verification of the Company’s Books, Papers, Minute Books, Forms and Returns filed and other
records maintained by the company and also the information provided by the Company, its Officers, Agents
and Authorized Representatives during the conduct of Secretarial Audit, we hereby Report that in our opinion,
the Company has, during the audit period covering the financial year ended on March 31, 2024 has complied
with the statutory provisions listed hereunder and also that the Company has proper Board-processes and
compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter :

We have examined the books, papers, minute books, forms and returns filed and other records maintained by
the Company for the financial year ended on March 31, 2024 according to the provisions of:

I) The Companies Act, 2013 (the Act) and the rules made thereunder;

II) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

III) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

IV) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the
extent of External Commercial Borrowings. Provision of FEMA for Foreign Direct Investment and
Overseas Direct Investment were not applicable to the Company during the Audit Period

V) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of
India Act, 1992 (‘SEBI Act’):-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011: (not applicable to the Company during the Audit Period)

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018;

d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014:
(Not applicable during the Audit Period)
 e) SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 read with SEBI
OPERATIONAL CIRCULARSEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021, as
amended from time to time.

f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)
Regulations, 1993 regarding the Companies Act and dealing with client: (Not applicable during
the Audit Period)

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009: (Not
applicable to the Company during the Audit Period)

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations,1998: (Not
applicable to the Company during the Audit Period).

i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations,
Guidelines, Standards, etc mentioned above. We further report that having regard to the compliance system
prevailing in the Company and on examination of the relevant documents and records in pursuance thereof
on test-check basis, the Company has complied with the following laws applicable specifically to the
Company:

(a) The Reserve Bank of India Act,1934, and

(b) RBI’s NBFC Directions and Guidelines, Circulars etc. issued by RBI from time to time, applicable on
NBFCs.

Additionally, a declaration on compliance of various statutes duly signed by the Chief Executive officer, Chief
Financial Officer and Chief Compliance Officer is submitted to the Board on quarterly basis.
We have also examined compliance with the applicable Clauses/Regulations of the following:

a. Secretarial Standards issued by The Institute of Company Secretaries of India.

We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors,
Non-Executive Directors and Independent Directors. The changes in the composition of the Board of
Directors that took place during the period under review were carried out in compliance with the provisions of
the Act.

• Mr. Alok Chadha ceased as a Whole Time Director w.e.f. 30-06-2023 due to resignation.
• Mr. P. S. Jayakumar was appointed as an Independent director w.e.f. 10-07-2023.
• Mr. Shyam Mani ceased to be Non- Executive Director w.e.f. 01-09-2023 due to retirement.
• Mr. N. V. Sivakumar was appointed as an Independent Director w.e.f. 07-11-2023.

Further, following changes in Key Managerial Personnel (KMP) took place during the period under review:

• Appointment of Mr. Samrat Gupta as Managing Director and CEO w.e.f. 01-07-2023.
• Mr. Uday Uchil stepped down as Chief Financial Officer (CFO) w.e.f. 30-06-2023 and Ms. Ridhi
Gangar was appointed as CFO w.e.f. 01-07-2023.
• Mr. Neeraj Dwivedi stepped down as Company Secretary w.e.f. 30-06-2023 and Mr. Vinay Lavannis
was appointed as Company Secretary w.e.f. 01-07-2023.
Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on
agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further
information and clarifications on the agenda items before the meeting and for meaningful participation at the
meeting.

All the decisions were carried out unanimously by the members of the Board and the same were duly
recorded in the minutes of the meeting of the Board of Directors.

We further report that there are adequate systems and processes in the Company commensurate with the
size and operations of the Company to monitor and ensure compliance with applicable laws, rules,
regulations and guidelines.

We further report that during the audit period, the following events have occurred in the Company:

Pursuant to the Scheme of Arrangement between TMF Business Services Limited (TMFBSL) (Formerly Tata
Motors Finance Limited) (Demerged Company) and Tata Motors Finance Limited (TMFL) (Formerly Tata
Motors Finance Solutions Limited) (Resulting Company), order was passed by Hon’ble NCLT Mumbai Bench
on 12-05-2023. The effective date of the Scheme was 30-06-2023.

Pursuant to the Scheme of Arrangement, following changes took place during the review period:

a) The name of the Company stands changed from ‘Tata Motors Finance Solutions Limited’ to
‘Tata Motors Finance Limited’.

b) The Company has made allotment of 32,68,89,441 Equity shares of Rs. 100 /- each to TMF Holdings
limited (shareholder of TMFBSL) as per the share entitlement ratio of 34:10.

c) All the Listed and Unlisted Securities (Non- Convertible Debentures and Commercial Papers) of
Demerged Company were transferred to the Company and accordingly listed with respective exchanges
on NSE and BSE.

Further, below General Meetings were held during the Financial Year 2023-24:

a) Extra Ordinary General Meeting was held on 25th May,2023 for approval of members for increase in
Authorised Share Capital to Rs. 6500,00,00,000/- (Rupees Six Thousand Five Hundred Crores only)
divided into 63,00,00,000 (Sixty-Three Crores) Equity Shares of Rs. 100/- (Rupees Hundred only) each
and 2,00,00,000 (Two Crores) Preference Shares of Rs. 100/- (Rupees Hundred only) each.

b) Extra Ordinary General Meeting was held on 30th June,2023 for approval of members for increase in
overall borrowing limits of the Company under Section 180(1)(a) of Companies Act, 2013, under Section
180(1) (c) of the Companies Act, 2013, Modifications of limits specified under Section 42 of the
Companies Act, 2013 for issuance of NCDs, Re-appointment of Mr. Nasser Munjee as Independent
Director for a second term, Regularization of Mr. P. S. Jayakumar as an Independent Director of the
Company, Regularization of Mr. Samrat Gupta as Managing Director & Chief Executive Officer of the
Company,

c) Annual General Meeting was held on 1st August, 2023 for the Financial Year 2022-23.

d) Extra Ordinary General Meeting was held on 25th October,2023 wherein approval of members was
obtained for addition of main object to act as a Composite Broker as per IRDA Regulations.
e) Extra Ordinary General Meeting was held on 24th January, 2024 wherein approval of shareholders was
obtained for remuneration to be paid to Mr. Samrat Gupta, Managing Director & CEO during FY 2023-24,
for issue of Non- Convertible Debentures on Private Placement basis and for regularisation of Mr. N. V.
Sivakumar as an Independent Director.

For SG & Associates

Suhas Ganpule
Proprietor
Practicing Company Secretary
Membership No 12122
C. P. No 5722
UDIN: A012122F000262317

Date: April 29, 2024

Place: Mumbai
 Annexure ‘A’
To
The Members,
TATA MOTORS FINANCE LIMITED,
(Formerly known as Tata Motors Finance Solutions Limited)

Our report of even date is to be read along with this letter:

I) Maintenance of secretarial record is the responsibility of the Management of the Company. Our
responsibility is to express an opinion on these secretarial records based on my audit.

II) We have followed the audit practices and processes as were appropriate to obtain reasonable
assurance about the correctness of the contents of the secretarial record. The verification was done on test
basis to ensure that the correct facts are reflected in secretarial records. We believe that the practices and
processes, we followed provide a reasonable basis for our opinion.

III) We have not verified the correctness and appropriateness of financial records and books of accounts
of the company.

IV) Wherever required, we have obtained Management representation about the compliance of laws,
rules, regulations, norms and standards and happening of events.

V) The compliance of the provisions of Corporate and other applicable laws, rules, regulations, norms and
standards is the responsibility of Management. Our examination was limited to the verification of procedure
on test basis.

VI) The secretarial audit report is neither an assurance as to the future viability of the Company nor of the
efficacy or effectiveness with which the Management has conducted the affairs of the Company.

For SG & Associates

Suhas Ganpule
Proprietor
Practicing Company Secretary
Membership No 12122
C. P. No 5722
UDIN: A012122F000262317

Date: April 29, 2024

Place: Mumbai
 Annexure -2

Annual Report on CSR Activities for FY. 2023-24

1. Brief outline on CSR Policy of the Company.

TMF launched its flagship skilling program – Akanksha, the focus area of this project is the empowerment of the driver
community through trainings for financial literacy, road safety, health and hygiene, entrepreneurial skills, soft skills, digital
literacy, occupation-related skills, and more. In the current year, trainings were given to over 8000 drivers in 10 cities.

TMF’s Project Suraksha is a ‘promise of protection’. Truck drivers are at greater health risk due to the nature of the working
conditions, thus with an aim to provide free eye check-ups to truck drivers and truckers of the country. Through Project
Suraksha we have completed eye check-up of 4500 drivers in 10 cities and provided free spectacles to those who needed
one.

Project Uddan is a program for providing scholarship and holistic development of a girl child. We started this program in 2015.
This year we gave 40 scholarships in Kurnool. The Company has successfully closed this program during the year.

Volunteering
At TMF, our engagement initiatives also align with employee volunteering, and we regularly encourage our employees to take
some time out to volunteer. In FY 2023-24, our employees clocked in a total of 600 hours of volunteering.

We also support and actively participate in initiatives by Tata Sustainability Group, like ProEngage and Tata Volunteering
Week, which encourages employees to volunteer for social causes.

2. Composition of CSR Committee:

Sl. No. Name of Director Designation / Nature of Number of Number of meetings of

Directorship meetings of CSR CSR Committee
Committee held attended during the year
during the year
1 Mr. Nasser Munjee Independent Director & Chairman 2 2
2 Mr. P.B. Balaji Non-Executive Director 2 1
3 Mr. N. V. Sivakumar * Independent Director 1 1
4 Mr. Samrat Gupta ** Managing Director & CEO 1 -
#
5 Mr. Shyam Mani Non-Executive Director 1 1
##
6 Mr. Alok Chadha Whole- Time Director 1 1
Note:
* Appointed as a Member w.e.f. November 07, 2023
** Appointed as a Member w.e.f. July 01, 2023
# Stepped down w.e.f. September 01, 2023
## Stepped down w.e.f. June 30, 2023

3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the Board
are disclosed on the website of the company.

www.tmf.co.in
4. Provide the details of Impact assessment of CSR projects carried out for the year 23-24 in pursuance of sub-rule (3)
of rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable.

Assessment Report Attached Separately

5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social
Responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any
(Rs. in lakhs)
Sl. No. Financial Year Amount available for set-off from Amount required to be set-off for the
preceding financial years (in Rs) financial year, if any (in Rs)
1 FY 23-24 45.72 Nil

6. Average net profit of the company as per section 135(5)

Rs. 17,682.48 Lakhs

7. (a) Two percent of average net profit of the company as per section 135(5)

Rs. 353.65 Lakhs

(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years

NIL

(c) Amount required to be set off for the financial year, if any – Rs. 45.72 lakhs (from preceding financial year)

(d) Total CSR obligation for the financial year (7a+7b-7c). – Rs. 307.93 lakhs

8. (a) CSR amount spent or unspent for the financial year:

Amount Unspent (in Rs.)

Total Amount Spent Total Amount transferred to Unspent Amount transferred to any fund specified under
for the Financial Year CSR Account as per section 135(6) Schedule VII as per second proviso to section 135(5)
(in Rs.)
Amount Date of transfer Name of the Fund Amount Date of transfer
253.90 lakhs 54.03Lakhs 30-Apr Nil Nil Nil

(b) Details of CSR amount spent against ongoing projects for the financial year:
(Rs. in Lakhs)
(1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11)
Sl. Name Item Local Location of Project Amount Amount Amount Mode of Mode of
No of the from the area the project. duration allocated for spent in the transferr Impleme Implementation -
Project list of (Yes/No) the project (in current ed to ntation - Through
activities Rs. In lakhs) financial Unspent Direct Implementing
in Year (in Rs. CSR (Yes/No) Agency
Schedul State District In lakhs) Account Name CSR
e VII to for the Registra
the Act project tion
as per number
 Section
135(6)
1. Project VII (ii) No as Pan India 3 years 224.15 224.15 NIL No Collective CSR000
Akanksh registere Good 01648
a d office is Foundatio
in n
Mumbai

2. Project VII (ii) No as Pan India 3 years 15 15 NIL No Collective CSR000

Suraksh registere Good 01648
a d office is Foundatio
in n
Mumbai

3. Project VII (ii) No as Kurnool - 4.89 4.89 NIL No Magic CSR000

Uddan registere Bus India 01330
d office is Foundatio
in n
Mumbai

Total 244.04 244.04

Volunteering expenses of Rs. 4.97 lakhs was spent during FY 23-24.

(c) Details of CSR amount spent against other than ongoing projects for the financial year: Not Applicable

(1) (2) (3) (4) (5) (6) (7) (8)

Sl. No. Name of the Item from the Local area Location of Amount Mode of Mode of
Project list of activities (Yes/ No) the project. spent for implementation implementation -
in schedule VII the - Direct (Yes/No) Through implementing
to the Act project agency
State District (in Rs.) Name CSR
registration
number

Total

(d) Amount spent in Administrative Overheads: Nil

(e) Amount spent on Impact Assessment, if applicable: Rs 4.89 Lakhs

(f) Total amount spent for the Financial Year (8b+8c+8d+8e): Rs. 253.90 Lakhs

(g) Excess amount for set off, if any:

Sl. No. Particular Amount (in Rs.)

(i) Two percent of average net profit of the company as per section Rs. 353.65 Lakhs
135(5)
 (ii) Total amount spent for the Financial Year Rs. 253.90 Lakhs
(iii) Excess amount spent for the financial year [(ii)-(i)] Nil
(iv) Surplus arising out of the CSR projects or programmes or Nil
activities of the previous financial years, if any
(v) Amount available for set off in succeeding financial years [(iii)-(iv)] Nil

9. (a) Details of Unspent CSR amount for the preceding three financial years:
(Rs. in lakhs)
Sl. No. Preceding Amount Amount spent in Amount transferred to any fund Amount
Financial Year. transferred to the reporting specified under Schedule VII as remaining to
Unspent CSR Financial Year per section 135(6), if any. be spent in
Account under (in Rs.) Name of Amount Date of succeeding
section 135 (6) the Fund (in Rs) transfer financial years
(in Rs.) (in Rs.)
1. FY 21-22 62.09 - - - - -
Total 62.09

(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):
(Rs. In lakhs)
(1) (2) (3) (4) (5) (6) (7) (8) (9)
Sl. Project ID. Name of Financial Project Total Amount Cumulative Status of
No. the Year in which duration amount spent on amount spent at the project -
Project. the project allocated the project the end of Completed
was for the in the reporting /Ongoing
commenced project reporting Financial Year
Financial
Year
1 FY 21-22 Akanksha FY 2021 3 Years 204.82 204.82 204.82 On Going
2 FY 22-23 Akanksha FY 2022 3 Years 338.76 338.76 543.58 On Going
3 FY 22-23 Suraksha FY 2022 3 Years 20 20 563.58 On Going
4 FY 22-23 Uddan FY 2022 3 Years 5 5 568.58 On Going
5 FY 23-24 Akanksha FY 2023 3 Years 224.14 224.14 792.72 On Going
6 FY 23-24 Suraksha FY 2023 3 Years 15 15 807.72 On Going
7 FY 23-24 Uddan FY 2023 3 Years 4.89 4.89 812.61 Completed

10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired
through CSR spent in the financial year (asset-wise details): Not applicable

(a) Date of creation or acquisition of the capital asset(s).

(b) Amount of CSR spent for creation or acquisition of capital asset.
(c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their address
etc.
(d) Provide details of the capital asset(s) created or acquired (including complete address and location of the capital
asset).
11. Specify the reason(s) if the company has failed to spend two per cent of the average net profit as per section
135(5).

Project started late and therefore allocated Budget was not fully utilized and this year there was less participation in
volunteering.

On behalf of the Board of Directors of

TATA MOTORS FINANCE LIMITED

(Formerly known as Tata Motors Finance Solutions Limited)

NASSER MUNJEE
Chairman
DIN: 00010180

Date: April 29, 2024

 Annexure - 3
Corporate Governance Report

I. Company’s Philosophy on Corporate Governance

Effective corporate governance practices constitute the strong foundation on which successful commercial
enterprises are built to last. The Company’s philosophy on corporate governance oversees business strategies
and ensures fiscal accountability, ethical corporate behaviour and fairness to all stakeholders comprising
regulators, employees, customers, vendors, investors and the society at large.

Strong leadership and effective corporate governance practices have been the Company’s hallmark inherited
from the Tata culture and ethos. The Company has a strong legacy of fair, transparent and ethical governance
practices.

The Company has adopted the Governance Guidelines on Board Effectiveness, Code of Conduct for its
employees including the Managing Director & CEO. In addition, the Company has adopted a Code of Conduct
for its Non-Executive Directors which includes Code of Conduct for Independent Directors which suitably
incorporates the duties of Independent Directors as laid down in the Companies Act, 2013 (“the Act”). The
Company’s corporate governance philosophy has been further strengthened through the Tata Business
Excellence Model, Code of Conduct for Prevention of Insider Trading and the Code of Corporate Disclosure
Practices (“Insider Trading Code”), Vigil Mechanism, Fair Practices Code, Policy against Sexual Harassment in
the Workplace. The Company has in place an Information Security Policy that ensures proper utilization of IT
resources.

The Company has signed the Tata Brand Equity and Business Promotion (BEBP) Agreement with Tata Sons
Private Limited for subscribing to the TATA BEBP Scheme. The Company abides by the Tata Code of Conduct
and the norms for using the Tata Brand identity.

The Company is in compliance with the requirements stipulated under Regulation 17 to 27 read with Schedule V
and clauses (b) to (i) of sub-regulation (2) of Regulation 46 of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), as applicable, with
regard to corporate governance.

II. Board of Directors

i. As on March 31, 2024, the Company has Eight (8) Directors viz. Mr. Nasser Munjee, Chairman & Independent
Director, Mr. P. S. Jayakumar, Independent Director, Mrs. Vedika Bhandarkar, Independent Director, Mrs. Varsha
Purandare, Independent Director, Mr. N. V. Sivakumar, Independent Director, Mr. P. B. Balaji, Non-Executive
Director, Mr. Dhiman Gupta, Non- Executive Director and Mr. Samrat Gupta, Managing Director & Chief
Executive Officer. Mr. Samrat Gupta has been appointed as Managing Director & CEO of the Company w.e.f.
July 01, 2023. Mr. P. S. Jayakumar has been appointed as an Independent Director w.e.f. July 10, 2023.
Mr. N. V. Sivakumar has been appointed as an Independent Director of the Company w.e.f. November 07, 2023.
Mr. Alok Chadha has resigned as Whole-time Director w.e.f. June 30, 2023. Mr. Shyam Mani has retired from
the Board w.e.f. September 01, 2023.

The profile of Directors can be found on website of the Company, www.tmf.co.in. The composition of the Board
is in conformity with Regulation 17 of the SEBI Listing Regulations read with Section 149 and 152 of the Act.

ii. None of the Directors on the Board holds Directorships in more than 10 public companies. None of the
Independent Directors serves as an independent Director on more than 7 listed entities. Necessary disclosures
 regarding Committee positions in other public companies as on March 31, 2024 have been made by the Directors.
None of the Director is related to each other.

iii. Independent Directors are Non-Executive Directors as defined under Regulation 16(1)(b) of the SEBI Listing
Regulations read with Section 149(6) of the Act along with rules framed thereunder. In terms of Regulation 25(8)
of SEBI Listing Regulations, they 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. Based
on the declarations received from the Independent Directors, the Board of Directors has confirmed that they meet
the criteria of independence as mentioned under Regulation 16(1)(b) of the SEBI Listing Regulations and that
they are independent of the management. Further, the Independent Directors have included their names in the
data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section
150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

iv. 13 (Thirteen) Board Meetings were held during the year under review and the gap between two meetings did not
exceed one hundred and twenty days. The said meetings were held on April 13, 2023, April 28, 2023, May 29,
2023, June 23, 2023, June 30, 2023, July 20, 2023, September 26, 2023, October 25, 2023, November 07, 2023,
December 14, 2023, January 24, 2024, February 13, 2024 and March 22, 2024. The necessary quorum was
present in all the meetings.

v. The names and categories of the Directors on the Board, their attendance at Board Meetings held during the
year under review and at the last Annual General Meeting (“AGM”), names of other listed entities in which the
Director is a Director and the number of Directorships and Committee Chairmanships / Memberships held by
them in other public limited companies as on March 31, 2024 are given herein below. Other Directorships do not
include Directorships of private limited companies, foreign companies and companies registered under Section
8 of the Act. Further, none of them is a member of more than ten committees or chairman of more than five
committees across all the public companies in which he/she is a Director. For the purpose of determination of
limit of the Board Committees, chairpersonship and membership of the Audit Committee and Stakeholders’
Relationship Committee has been considered as per Regulation 26(1)(b) of SEBI Listing Regulations.

Name of the Category Number Wheth *Number of Number of Directorship in other

Director of Board er Directorships in other Committee positions listed entity (Category
(DIN) Meetings attende Public Companies held in other Public of Directorship)
attended d last Companies
during AGM
FY 2023 held on Chairp Member Chairper Member
- 2024 August erson son
01,
2023
(Yes/
No)
Mr. Nasser Independent 12 Yes 2 4 3 3 1. Cummins India
Munjee Limited (ID)
(Chairman) 2. The Indian Hotels
(DIN: Company Limited (ID)
00010180)
Debt Listed
Companies:
3. TMF Holdings
Limited (ID)
Mr. P. S. Independent 8 Yes 2 9 1 8 1. Adani Ports and
Jayakumar # Special Economic
(DIN: Zone Limited (ID)
01173236) 2. JM Financial
Limited (ID)
3. CG Power and
Industrial Solutions
Limited (ID)
4. HT Media Limited
(ID)
Mrs. Vedika Independent 12 Yes 0 3 1 4 1. Tata Motors Limited
Bhandarkar (ID)
(DIN:
00033808)
Mrs. Varsha Independent 13 Yes 0 7 4 6 1. Deepak Fertilizers
Purandare and Petrochemicals
(DIN: Corporation Ltd. (ID)
05288076) 2. Orient Cement
Limited (ID)
3. The Federal Bank
Ltd (ID)

Debt Listed
Companies:
4. TMF Holdings
Limited (ID)
5. Tata Capital
Limited (ID)

Mr. N. V. Independent 5 No 0 2 1 3 Debt Listed

Sivakumar # Companies:
(DIN: 1. TMF Holdings
03534101) Limited (ID)

Mr. P. B. Non- 10 Yes 2 6 0 3 1. Tata Consumer

Balaji Executive Products Limited
(DIN: (NED)
02762983) 2. Tata
Technologies Limited
(NED)

Debt Listed
Companies:
3. TMF Holdings
Limited (NED)

Mr. Dhiman Non- 12 Yes 0 3 0 1 Debt Listed

Gupta Executive Companies:
(DIN: 1. TMF Holdings
09420213) Limited (NED)
 Mr. Samrat Managing 8 Yes 0 1 0 1 Debt Listed
Gupta # Director & Companies:
(DIN: CEO 1. TMF Holdings
07071479) Limited (NED)

*Excludes Directorship in the Company, private companies, foreign companies, Section 8 companies.
# Mr. P. S. Jayakumar (DIN: 01173236) has been appointed as an Independent Director w.e.f. July 10, 2023.
# Mr. N. V. Sivakumar (DIN: 03534101) has been appointed as an Independent Director w.e.f. November 07,
2023.
# Mr. Samrat Gupta (DIN: 07071479) has been appointed as Managing Director & CEO w.e.f. July 01, 2023.

Table Key: NED –Non-Executive Director, ID-Independent Director.

Change in composition of the Board during the current and previous financial year

Capacity
(i.e. Executive/ Non-
Sr Nature of change
Name of Director Executive/ Chairman/ Effective Date
No (resignation, appointment)
Promoter nominee/
Independent)
1 N. V. Sivakumar Independent Director Appointment 07-11-2023

2 Shyam Mani Non-Executive Director Retirement 01-09-2023

3 P. S. Jayakumar Independent Director Appointment 10-07-2023

4 Samrat Gupta Managing Director & CEO Appointment 01-07-2023

5 Alok Chadha Whole- time Director Resignation 30-06-2023

vi. During FY 2023-24, information as mentioned in Part A of Schedule II of the SEBI Listing Regulations, has been
placed before the Board for its consideration.

vii. On the date of this report, 1 [One] meeting of the Independent Directors was held on May 25, 2023.

viii. The Board periodically reviews the compliance reports of all laws applicable to the Company.

ix. Details of equity shares of the Company held by the Directors as on March 31, 2024 are given below:

Name of Director Category of Director Number of Equity shares

Mr. Nasser Munjee Independent Nil
(Chairman)
(DIN: 00010180)
Mr. P. S. Jayakumar Independent Nil
(DIN: 01173236)
Mrs. Vedika Bhandarkar Independent Nil
(DIN: 00033808)
Mrs. Varsha Purandare Independent Nil
(DIN: 05288076)
 Mr. N. V. Sivakumar Independent Nil
(DIN: 03534101)
Mr. P. B. Balaji Non-Executive One Equity share jointly with
(DIN: 02762983) TMF Holdings Limited
Mr. Dhiman Gupta Non-Executive Nil
(DIN: 09420213)
Mr. Samrat Gupta Managing Director & CEO One Equity share jointly with
(DIN: 07071479) TMF Holdings Limited

The Company has not issued any convertible instruments.

x. The Board has identified the following skills/expertise/ competencies fundamental for the effective functioning of
the Company which are currently available with the Board:

Entrepreneur / Extended entrepreneurial / leadership experience for a significant enterprise,

Leadership resulting in a practical understanding of organizations, processes, strategic planning,
and risk management. Demonstrated
strengths in developing talent, planning succession, and driving change and long-
term growth.
Financial Education and experience as an Auditor or Public Accountant or a principal financial
Expertise officer, comptroller or principal accounting officer or holding a position involving
performance of similar functions.
Strategy and Appreciation of long-term trends, strategic choices and experience in guiding and
Planning leading management teams to make decisions in uncertain environments.

Governance Experience in developing governance practices, serving the best interests of all
stakeholders, maintaining board and management accountability, building long-term
effective stakeholder engagements and driving corporate ethics and values.
NBFC Industry A significant background in NBFC industry, resulting in knowledge of how to
Experience anticipate market trends, generate disruptive innovation and extend or create new
business models.
Information Development of digital solutions for customers and cyber security assurance.
Technology
Diversity Representation of gender, cultural or other perspectives that expands the Board
understanding of the needs and viewpoints of our customers, partners, employees,
governments and other stake holders.

Name of the Skill I Skill II Skill III Skill IV Skill V Skill VI Skill VII
Director Entrepreneur / Financial Strategy Governance NBFC Information Diversity
Leadership Expertise and Industry Technology
Planning Experience

Mr. ✓
Nasser Yes ✓ Yes ✓ Yes ✓ Yes ✓ Yes ✓ Yes ✓ Yes
Munjee
(Chairman)
Mr. P. ✓
S. Yes ✓ Yes ✓ Yes ✓ Yes ✓ Yes ✓ Yes ✓ Yes
Jayakumar
 Mrs. ✓
Vedika Yes ✓ Yes ✓ Yes ✓ Yes ✓ Yes ✓ Yes ✓ Yes
Bhandarkar
Mrs. ✓
Varsha Yes ✓ Yes ✓ Yes ✓ Yes ✓ Yes ✓ Yes ✓ Yes
Purandare
Mr. N. ✓
V. Yes ✓ Yes ✓ Yes ✓ Yes ✓ Yes ✓ Yes ✓ Yes
Sivakumar
Mr. P. B. Balaji✓ Yes ✓ Yes ✓ Yes ✓ Yes ✓ Yes ✓ Yes ✓ Yes
Mr. Dhiman✓ Yes ✓ Yes ✓ Yes ✓ Yes ✓ Yes ✓ Yes ✓ Yes
Gupta
Mr. Samrat✓ Yes ✓ Yes ✓ Yes ✓ Yes ✓ Yes ✓ Yes ✓ Yes
Gupta

III. Committees of the Board

The Board has constituted various Committees with specific terms of reference to focus on specific issues and
ensure expedient resolution of diverse matters. These include the Audit Committee, Nomination and
Remuneration Committee, Corporate Social Responsibility (CSR) Committee, Asset Liability Supervisory
Committee, Risk Management Committee, Stakeholders Relationship Committee, Information Technology (IT)
Strategy Committee, Investment Committee and Lending Committee.

The Company Secretary is the Secretary of all the Committees. The Board of Directors and the Committees also
take decisions by circular resolutions which are noted by the Board / respective Committees at their next
meetings. The Minutes of meetings of all Committees of the Board are circulated to the Board of Directors, for
noting.

i) Audit Committee

As on March 31, 2024, the Audit Committee comprises of Five (5) Directors viz. Mr. P.S. Jayakumar (Chairman),
Mrs. Vedika Bhandarkar, Mrs. Varsha Purandare, Mr. N.V. Sivakumar, Independent Directors and
Mr. P. B. Balaji, Non-Executive Director.

The composition of the Audit Committee is in line with the provisions of Section 177 of the Act and SEBI (LODR)
Regulations, 2015. All the Members have the ability to read and understand financial statements and have
relevant finance and/or audit experience.

The Board has adopted the Corporate Governance Guidelines which defines the composition of the Audit
Committee, its authority, role, responsibilities and powers and reporting functions in accordance with the Act and
Guidelines issued by the SEBI and RBI.

The Audit Committee shall act in accordance with the terms of reference
specified in writing by the Board which shall, inter alia, include,—
• the recommendation for appointment, remuneration and terms of appointment of auditors of the
company;
• review and monitor the auditor’s independence and performance, and effectiveness of audit
process;
• examination of the financial statement and the auditors’ report thereon;
• approval or any subsequent modification of transactions of the company with related parties;
• approval or any subsequent modification of transactions of the company with related parties;
• scrutiny of inter-corporate loans and investments;
• valuation of undertakings or assets of the company, wherever it is necessary;
• evaluation of internal financial controls and risk management systems;
• monitoring the end use of funds raised through public offers and related matter;
• The Audit Committee may call for the comments of the auditors about internal control systems, the
scope of audit, including the observations of the auditors and review of financial statement before
their submission to the Board and may also discuss any related issues with the internal and
statutory auditors and the management of the company;
• Establish a vigil mechanism for Directors and employees to report genuine concerns in such
manner as may be prescribed.

As per Regulation 18 of SEBI (LODR) Regulations, 2015:

The role of the Audit Committee shall include the following:
• Oversight of the company’s financial reporting process and the disclosure of its financial information to
ensure that the financialstatement is correct, sufficient and credible;
• Recommendation for appointment, remuneration and terms of appointment of auditors of the company; (as
also provided in the Act)
• Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
• Reviewing with the management, the annual financial statements and auditor's report thereon (as also
provided in the Act) before submission to the board for approval, with particular reference to:
o Matters required to be included in the Director’s Responsibility Statement to be included
in the Board’s report in terms of clause (c) of sub-section 3 of section 134 of the Companies
Act, 2013
o Changes, if any, in accounting policies and practices and reasons for the same
o Major accounting entries involving estimates based on the exercise of judgment by
management
o Significant adjustments made in the financial statements arising out of audit findings
o Compliance with listing and other legal requirements relating to financial statements
o Disclosure of any related party transactions
o Qualification in the draft audit report
• Reviewing with the management, the quarterly financial statements before
submission to the board for approval;
• Reviewing with the management, the statement of uses / application of funds raised through an issue (public
issue, rights issue, preferential issue, etc.) (as also provided in the Act), the statement of funds utilized for
purposes other than those stated in the offer document / prospectus / notice and the report submitted by the
monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate
recommendations to the Board to take up steps in this matter;
• Review and monitor the auditor’s independence and performance, and effectiveness of audit process;
(as also provided in the Act)
• Approval or any subsequent modification of transactions of the company with related parties; (as also
provided in the Act)
• Scrutiny of inter-corporate loans and investments; (as also provided in the Act)
• Valuation of undertakings or assets of the company, wherever it is necessary; (as also provided in the Act)
• Evaluation of internal financial controls and risk management systems; (as also provided in the Act)
• Reviewing with the management, performance of statutory and internal auditors, adequacy of the internal
control systems;
• Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit
department, staffing andseniority of the official heading the department, reporting structurecoverage and
frequency of internal audit;
• Discussion with internal auditors of any significant findings and follow up there on;
• Reviewing the findings of any internal investigations by the internal auditors into matters where there is
suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the
matter to the board;
• Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well
as post-audit discussion to ascertain any area of concern;
• To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,
shareholders (in case of non-payment of declared dividends) and creditors;
• To review the functioning of the Whistle Blower mechanism;
• Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the
finance function or discharging that function) after assessing the qualifications, experience and background,
etc. of the candidate;
• Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

The Audit Committee shall mandatorily review the following information:

• Management discussion and analysis of financial condition and results of operations;
• Statement of significant related party transactions (as defined by the Audit Committee), submitted by
management;
• Management letters / letters of internal control weaknesses issued by the statutory auditors;
• Internal audit reports relating to internal control weaknesses; and
• The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review
by the Audit Committee.

Additionally, the Audit Committee of the Board of a Tata company will also need to
• Oversee financial reporting controls and process for material subsidiaries.
• Oversee compliance with legal and regulatory requirements including the Tata Code of Conduct
(“TCoC”) for the company and its material subsidiaries.
• Consider and comment on rationale, cost-benefits and impact of schemes involving merger,
demerger, amalgamation etc., on the listed entity and its shareholders.
• The Audit Committee must ensure that an Information System Audit of the internal systems and
processes is conducted at least once in two years to assess operational risks faced by the applicable
NBFCs.

During the year under review, Seven (7) meetings were held on April 24, 2023, April 28, 2023, June 23, 2023,
July 20, 2023, September 18, 2023, October 25, 2023, and January 24, 2024. The composition of the Audit
committee and the attendance of its members at its meetings held during FY 2023-24 are given below:

Name of Member Member since Category No. of Meetings

Held Attended
Mr. P. S. Jayakumar 10/07/2023 Independent Director (Chairman) 4 4
Mrs. Varsha Purandare i 14/09/2021 Independent Director 7 7
Mrs. Vedika Bhandarkar 27/03/2015 Independent Director 7 7
Mr. N.V. Sivakumar 07/11/2023 Independent Director 1 1
Mr. P. B. Balaji 29/01/2018 Non-Executive Director 7 6

i. Stepped down as Chairperson w.e.f. July 10, 2023 but continuing as a Member.

The Board has accepted all the recommendations made by the Audit Committee during the year. The invitees
for Audit Committee meetings are Statutory Auditors, Chief Internal Auditor of the Company and Tata Motors
Limited, Chief Financial Officer and Company Secretary. However, Managing Directors & CEO and CFO
participate only on the items where Audit Committee requires any explanation to ensure its independence. The
 minutes of the Audit Committee meetings forms part of the Board papers circulated for Board Meetings. The
Chairman of the Audit Committee briefs the Board members about significant discussions at Audit Committee
meetings. The Audit Committee of the Board meets the Chief Internal Auditor at least once in a quarter without
the presence of the MD or Senior Management.

The previous AGM of the Company was attended by Mr. P. S. Jayakumar, Chairman of the Audit Committee.

ii) Nomination and Remuneration Committee (NRC)

The Nomination and Remuneration Committee of Directors has been constituted to ensure appointment of
Directors with ‘fit and proper’ credentials and to review the performance of the Managing Director & CEO, Direct
reportees of MD & Key Managerial Personnel, to review and recommend remuneration/compensation packages
for the Managing Director, employees, to decide remuneration payable to the Directors, to formulate and
administer Long Term Incentive Plans, if any and to review employee compensation vis-à-vis industry practices
and trends.

As of March 31, 2024, the Nomination and Remuneration Committee comprises of Five (5) Directors namely
Mrs. Vedika Bhandarkar (Chairperson), Mr. Nasser Munjee, Mr. P. S. Jayakumar, Mrs. Varsha Purandare
Independent Directors and Mr. P. B. Balaji, Non-Executive Director.

During FY 2023–24, Five (5) meetings of the NRC were held on May 25, 2023, June 23, 2023, October 25, 2023,
November 07, 2023 and January 24, 2024. The composition of the NRC and the attendance of its members at
its meetings held during FY 2023-24 are given below:

Name of the member Member since Category No. of meetings

Held Attended
Mrs. Vedika Bhandarkar 27/03/2015 Independent Director (Chairperson) 5 5
Mr. Nasser Munjee 17/06/2020 Independent Director 5 5
Mr. P. S. Jayakumar 10/07/2023 Independent Director 3 3
Mrs. Varsha Purandare 01/07/2023 Independent Director 3 3
Mr. P. B. Balaji 29/01/2018 Non-Executive Director 5 5

Performance Evaluation Criteria for Independent Directors:

The performance evaluation criteria for independent Directors is determined by the Nomination and
Remuneration Committee. An indicative list of factors on which evaluation was carried out includes participation
and contribution by a Director, commitment, effective deployment of knowledge and expertise, integrity and
maintenance of confidentiality and independence of behavior and judgment.

NRC/Remuneration Policy:
The philosophy for remuneration of Directors, Key Managerial Personnel (“KMP”) and all other employees
of the Company is based on the commitment of fostering a culture of Leadership with Trust. The
remuneration policy is aligned to this philosophy.

The remuneration policy has been prepared pursuant to the provisions of Section 178(3) of the Companies
Act, 2013 (“Act”). While formulating this policy, the Nomination and Remuneration Committee (“NRC”) has
considered the factors laid down under Section 178(4) of the Act, which are as under:
(a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate
Directors of the quality required to run the company successfully;
 (b) relationship of remuneration to performance is clear and meets appropriate performance
benchmarks; and
(c) remuneration to Directors, key managerial personnel and senior management involves a balance
between fixed and incentive pay reflecting short and long-term performance objectives appropriate to
the working of the company and its goals.

The Company pays remuneration by way of salary, benefits, perquisites and allowances (fixed component)
and performance incentive (variable component) to its Managing Director & CEO / Executive Director. Annual
increments are recommended by the Nomination and Remuneration Committee within the salary scale
approved by the Board and Members (wherever applicable) and are effective April 1, each year.

The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, decides
the remuneration payable to other Directors for the financial year and within the ceilings prescribed under the
Act, based on the Board evaluation process considering the criteria such as the performance of the Company
as well as that of the Director. The Company pays sitting fees to Independent Directors and Non-Executive
Directors who are not in employment in Tata Group Companies, as approved by the Board of Directors.

The Remuneration policy is available on the website of the Company i.e. www.tmf.co.in/investor zone.

The previous AGM of the Company was attended by Mrs. Vedika Bhandarkar, Chairperson of the Nomination
and Remuneration Committee.

iii) Risk Management Committee (RMC)

The Risk Management Committee of Directors manages the integrated risks of the Company. As of March 31,
2024, Risk Management Committee comprises of Six (6) Directors namely Mrs. Varsha Purandare
(Chairperson), Mr. P. S. Jayakumar, Mr. N. V. Sivakumar - Independent Directors, Mr. P. B. Balaji, Mr. Dhiman
Gupta, Non-Executive Directors and Mr. Samrat Gupta - Managing Director & CEO.

During FY 2023-24, Four (4) meetings of the RMC were held on June 20, 2023, September 26, 2023,
December 21, 2023 and March 27, 2024. The composition of the RMC and the attendance of its members at its
meetings held during FY 2023-24 are given below:

Name of Member Member since Category No. of Meetings

Held Attended
Mrs. Varsha Purandare i 14/09/2021 Independent Director (Chairperson) 4 4
Mr. P. S. Jayakumar 10/07/2023 Independent Director 3 3
Mr. N. V. Sivakumar 07/11/2023 Independent Director 2 2
Mr. P. B. Balaji ii 29/01/2018 Non-Executive Director 4 4
Mr. Shyam Mani iii 27/03/2015 Non-Executive Director 1 1
Mr. Dhiman Gupta 24/06/2022 Non-Executive Director 4 2
Mr. Samrat Gupta 01/07/2023 Managing Director & CEO 3 3
Mr. Alok Chadha iv 24/06/2022 Whole Time Director 1 1

i. Appointed as a Chairperson w.e.f. July 01, 2023.

ii. Stepped down as a Chairman and continuing as a Member w.e.f. July 01, 2023.
iii. Stepped down as a Member w.e.f. September 01, 2023.
iv. Stepped down as a Member w.e.f. June 30, 2023.
iv) Asset Liability Supervisory Committee (ALCO)

The Asset Liability Supervisory Committee of Directors oversees the implementation of the Asset Liability
Management system, Liquidity & Asset Liability management and periodically reviews its functioning.

As of March 31, 2024, Asset-Liability Supervisory Committee comprises of Seven (7) Members namely
Mr. Samrat Gupta (Chairman), Managing Director & CEO, Mr. Dhiman Gupta, Non-Executive Director, Ms. Ridhi
Gangar, Chief Financial Officer, Mr. Neeloy Majumder, Chief Operating Officer – Technology, Mr. Rohit Sarda,
Chief Credit & Collections Officer, Mr. Amit Mittal, Chief Risk Officer and Mr. Rohit Kumar, Head – Treasury.

During FY 2023-24, Four (4) meetings of the ALCO were held on June 20, 2023, September 20, 2023,
December 21, 2023 and March 28, 2024. The composition of the ALCO and the attendance of its members at its
meetings held during FY 2023-24 are given below:

Name of Member Member Since Category No. of Meetings

Held Attended
Mr. Samrat Gupta 01/07/2023 Managing Director & CEO (Chairman) 3 3
Mr. Dhiman Gupta 24/06/2022 Non- Executive Director 4 4
Mr. Alok Chadha i 24/06/2022 Whole Time Director 1 1
Ms. Ridhi Gangar 22/11/2022 Chief Financial Officer 4 4
Mr. Uday Uchil ii 22/11/2022 Chief Financial Officer 1 0
Mr. Neeloy Majumder 22/11/2022 Chief Operating Officer- Technology 4 4
Mr. Rohit Sarda 22/11/2022 Chief Credit & Collections Officer 4 4
Mr. Amit Mittal 22/11/2022 Chief Risk Officer 4 4
Mr. Rohit Kumar 22/11/2022 Head – Treasury 4 4

i. Stepped down as Chairman and member w.e.f. June 30, 2023.

ii. Stepped down as a Member w.e.f. June 30, 2023.

v) Corporate Social Responsibility (CSR) Committee

The Tata Group’s ethos is deeply ingrained in the philosophy of societal development and is especially focused
upon the engagement and upliftment of the disadvantaged sections of the society. The Company is committed
to a policy of inclusive and sustainable growth for communities. The Company shares the Group’s belief that our
society can only truly progress, if every individual can be included and empowered. To guide us in this journey,
the Company has a well-defined Corporate Social Responsibility (“CSR”) policy. The Company has constituted
the Corporate Social Responsibility (CSR) Committee to formulate and recommend to the Board, a CSR policy,
recommend the amount of expenditure to be incurred on the activities and monitor CSR activities of the Company.

As on March 31, 2024, the Corporate Social Responsibility (CSR) Committee of the Board comprises of Four (4)
Directors namely Mr. Nasser Munjee (Chairman), Mr. N. V. Sivakumar, Independent Directors, Mr. P.B. Balaji,
Non- Executive Director and Mr. Samrat Gupta, Managing Director & CEO.

During FY 2023-24, Two (2) meetings of the CSR Committee were held on April 13, 2023 and January 15, 2024.
The composition of the CSR Committee and the attendance of its members at its meetings held during
FY 2023-24 are given below:
 Name of Member Member Since Category No. of Meetings
Held Attended
Mr. Nasser Munjee 17/06/2020 Independent Director (Chairman) 2 2
Mr. N. V. Sivakumar 07/11/2023 Independent Director 1 1
Mr. Shyam Mani i 27/03/2015 Non- Executive Director 1 1
Mr. P.B. Balaji 12/11/2021 Non- Executive Director 2 1
Mr. Samrat Gupta 01/07/2023 Managing Director & CEO 1 0
Mr. Alok Chadha ii 24/06/2022 Whole Time Director 1 1

i. Stepped down as a member w.e.f. September 01, 2023.

ii. Stepped down as a member w.e.f. June 30, 2023.

vi) Stakeholders Relationship Committee (SRC)

The Company has constituted Stakeholders’ Relationship Committee to consider and resolve the grievances of
security holders of the Company.

As on March 31, 2024, Stakeholders’ Relationship Committee (SRC) comprises Four (4) members namely
Mr. Nasser Munjee, Chairman, Mr. N. V. Sivakumar, Mr. P.B. Balaji and Mr. Samrat Gupta.

During FY 2023-24, Two (2) meetings of the SRC were held on July 20, 2023 and February 13, 2024. The
composition of the SRC and the attendance of its members at its meetings held during FY 2023-24 are given
below:

Name of Member Member since Category No. of Meetings

Held Attended
Mr. Nasser Munjee 12/11/2021 Independent Director (Chairman) 2 2
Mr. N. V. Sivakumar 07/11/2023 Independent Director 1 1
Mr. Shyam Manii 12/11/2021 Non-Executive Director 1 1
Mr. P.B. Balaji 12/11/2021 Non-Executive Director 2 1
Mr. Samrat Gupta 01/07/2023 Managing Director & CEO 2 2
Mr. Alok Chadhaii 24/06/2022 Whole Time Director - -

i. Stepped down as a member w.e.f. September 01, 2023.

ii. Stepped down as a member w.e.f. June 30, 2023.

The previous AGM of the Company was attended by Mr. Nasser Munjee, Chairman of the Stakeholders
Relationship Committee.

Stakeholders Relationship Committee – other details

In accordance with Regulation 6 of the Listing Regulations, the Board has appointed Mr. Vinay Lavannis,
Company Secretary as the Compliance Officer.

a. Name, designation and address of Compliance Officer:

Mr. Vinay Lavannis
Company Secretary
Building A, 2nd Floor, Lodha I Think Techno Campus, Off. Pokharan Road No 2, Thane (West) 400 601.
Board Line: 022 61070021
Email: vinay.lavannis@tmf.co.in
 b. Details of Investor Complaints received and redressed during FY 2023-2024 are as follows:

Opening Balance Received during the year Resolved during the Closing Balance
year
Nil Nil Nil Nil

vii) Information Technology (IT) Strategy Committee (ITSC)

Information Technology (IT) Strategy Committee (ITSC) has been constituted as per the provisions of RBI Master
Direction RBI/DNBS/2016-17/53 DNBS.PPD.No.04/66.15.001/2016-17 dated June 08, 2017 pertaining to
Information Technology Framework for the NBFC Sector. The terms of reference of this Committee are in line
with the regulatory requirements. The roles and responsibilities of IT Strategy Committee include:
o Approving IT strategy and policy documents and ensuring that the management has put an
effective strategic planning process in place;
o Ascertaining that management has implemented processes and practices that ensure that the
IT delivers value to the business;
o Ensuring IT investments represent a balance of risks and benefits and that budgets are
acceptable;
o Monitoring the method that management uses to determine the IT resources needed to achieve
strategic goals and provide high-level direction for sourcing and use of IT resources;
o Ensuring proper balance of IT investments for sustaining Company’s growth and becoming
aware about exposure towards IT risks and controls.

As on March 31, 2024, the IT Strategy Committee (ITSC) comprises of Six (6) members namely Mr. Nasser
Munjee, Chairman, Mr. P. S. Jayakumar, Mrs. Varsha Purandare, Mr. N. V. Sivakumar, Independent Directors,
Mr. P. B. Balaji, Non-Executive Director and Mr. Neeloy Majumder, Chief Operating Officer- Technology (COO).
Mr. Samrat Gupta, Managing Director & CEO, Ms. Ridhi Gangar, Chief Financial Officer (CFO) and Mr. Ramesh
Chandra, Chief Information Officer (CIO) are permanent invitees for the meeting of ITSC.

During FY 2023-24, Two (2) meetings of the ITSC were held on June 05, 2023 and November 20, 2023. The
composition of the ITSC and the attendance of its members at its meetings held during FY 2023-24 are given
below:

Name of Member Member Category No. of Meetings

Since Held Attended
Mr. Nasser Munjee 22/11/2022 Independent Director (Chairman) 2 1
Mrs. Varsha Purandare 14/09/2021 Independent Director 2 2
Mr. P. S. Jayakumar 10/07/2023 Independent Director 1 1
Mr. N. V. Sivakumar 07/11/2023 Independent Director 1 1
Mr. P. B. Balaji 14/08/2018 Non-Executive Director 2 1
Mr. Shyam Mani i 14/09/2021 Non-Executive Director 1 1
Mr. Neeloy Majumder 22/11/2022 Chief Operating Officer- Technology 2 2

i. Stepped down as a member w.e.f. September 01, 2023.

 viii) Lending Committee

Lending Committee of the Board has been constituted to consider big ticket financing proposals.
Pursuant to the provisions of Section 179 of the Companies Act, 2013 (“Act”), the Directors of a company are,
inter alia, required to exercise the power of granting loans on behalf of the company, by means of resolutions
passed at Meetings of the Board. The Lending Committee was constituted on February 13, 2024.

Role of the Lending Committee is as under:

• To approve retail financing proposals upto prescribed limit by the Board of Directors.
• To revise / modify the terms, if any of the related loan agreements or approve any amendment or
modifications in various policies.

As on March 31, 2024, the Lending Committee comprises Four (4) members namely Mr. P. S. Jayakumar
(Chairman), Mr. N. V. Sivakumar, Mrs. Varsha Purandare, Independent Directors and Mr. Samrat Gupta,
Managing Director & CEO. During the year, one meeting of Lending Committee was held on March 22, 2024.
The composition and attendance of its members are given below:

Name of Member Member Category No. of Meetings

since
Held Attended
Mr. P. S. Jayakumar 13/02/2024 Independent Director (Chairman) 1 1
Mr. N. V. Sivakumar 13/02/2024 Independent Director 1 1
Mrs. Varsha Purandare 13/02/2024 Independent Director 1 1
Mr. Samrat Gupta 13/02/2024 Managing Director & CEO 1 1

ix) Investment Committee

The Board at its meeting held on July 20, 2023 has constituted an Investment Committee to take the decisions
related to disposal of quoted and unquoted investments held by the Company.

As on March 31, 2024, Investment Committee comprises of Three (3) Members namely Mr. P. S. Jayakumar
(Chairman), Independent Director, Mr. P. B. Balaji and Mr. Dhiman Gupta, Non- Executive Directors.

No meeting of the Committee was held during the year.

IV. Details of the Remuneration for the year ended March 31, 2024:

a. Independent Directors and Non-Executive Director:

The Company has paid Sitting Fees to Independent Directors and Mr. Shyam Mani, Non-Executive Director for
attending meetings of the Board and the Committees of the Board during FY 2023-24. Details of Sitting Fees and
Remuneration paid are given below:
 Name of Director Sitting Fees paid for attending Board and Committee
Meetings during FY 2023-24 (INR)

Mr. Nasser Munjee 9,30,000/-

Mrs. Vedika Bhandarkar 11,30,000/-
Mrs. Varsha Purandare 13,30,000/-
Mr. Shyam Mani* 4,20,000/-
Mr. P. S. Jayakumar* 8,40,000/-
Mr. N. V. Sivakumar* 4,80,000/-

Notes:
*Mr. P. S. Jayakumar has been appointed as an Independent Director w.e.f. July 10, 2023.
*Mr. N. V. Sivakumar has been appointed as an Independent Director w.e.f. November 07, 2023.
*Mr. Shyam Mani retired from the Board w.e.f. September 01, 2023.

None of the Non-Executive Directors and Independent Directors had any pecuniary relationships or transactions
with the Company during the year under review except the sitting fees as mentioned above.

b. Details of remuneration paid to Managing Director & CEO and Whole- Time Director:

(Rs in Lakhs)

Name of Director FY 23-24 FY 22-23 Shareholding

Mr. Samrat Gupta, MD & CEO 429.24 - One equity share jointly with
TMF Holdings Limited
Mr. Alok Chadha, WTD 317.22 239.28 -

V. General Body Meetings

a. Annual General Meeting (AGM)

Financial Year for Date Time Venue Whether any

which AGM was special
held resolutions
passed
F.Y. 2022-23 Tuesday, 4.50 P.M. Meeting held through video No
August 01, conferencing facility. Deemed
2023 venue was registered office of
the Company
F.Y. 2021-22 Friday, 4.30 P.M. Meeting held through video No
June 24, 2022 conferencing facility. Deemed
venue was registered office of
the Company
F.Y. 2020-21 Tuesday, 11.30 A.M. Meeting held through video No
August 31, conferencing facility. Deemed
2021 venue was registered office of
the Company
 b. Extraordinary General Meeting:

Details of Extraordinary General Meetings of the members held during FY 2023-24 are as under:

Date of EGM held Time Venue Whether

during FY 2023- special
24 resolution
passed
Thursday, 03.30 P.M Meeting held through video conferencing No
May 25, 2023 facility. Deemed venue was registered office of
the Company.
Friday, June 30, 09.50 A.M Meeting held through video conferencing Yes
2023 facility. Deemed venue was registered office of
the Company.
Wednesday, 4.30 P.M Meeting held through video conferencing Yes
October 25, 2023 facility. Deemed venue was registered office of
the Company.
Wednesday, 4.40 P.M Meeting held through video conferencing Yes
January 24, 2024 facility. Deemed venue was registered office of
the Company.

i. Details of special resolution passed through postal ballot, the persons who conducted the postal ballot
exercise, details of the voting pattern and procedure of postal ballot: Not Applicable

ii. Details of special resolution proposed to be conducted through postal ballot: Not Applicable

VI. A certificate has been received from M/ s SG and Associates, Practicing Company Secretaries, that none of the
Directors on the Board of the Company has been debarred or disqualified from being appointed or
continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate
Affairs or any such statutory authority.

The details of fees paid by the Company to the Statutory auditors during the FY 2023-24 are as under:
(Rs. in lakhs)
Sr. No. Auditors Remuneration (excluding taxes) FY 2023-24
1. As auditors - statutory audit 95.00
2. Taxation matters 13.00
3. For other services 8.55
4. Reimbursement of out of pocket expenses 5.25
Total 1,21.80
Other Disclosures:
Particulars Regulations Details Website link for
details/policy
Related party Regulation 23 of There are no material related party www.tmf.co.in
transactions SEBI Listing transactions during the year that have conflict
Regulations and with the interest of the Company. Transactions
as defined under entered into with related parties during the
the Act financial year were in the ordinary course of
business and at arms’ length basis and were
approved by the Audit Committee. The policy
approved by the Board for related party
transactions is uploaded on the website of
the Company.
Details of non - Schedule V (C) There were no cases of non-compliance NA
compliance by the 10(b) to the SEBI during the last three financial years.
//Company, penalty, Listing Regulations
strictures imposed on
the Company by the
stock exchange, or
Securities and
Exchange Board
of India (‘SEBI’) or any
statutory authority on
any matter related to
capital markets
Whistle Blower Policy Regulation 22 of The Company has a Whistle Blower Policy www.tmf.co.in
and Vigil Mechanism SEBI Listing and has established the necessary vigil
Regulations mechanism for Directors and employees to
report concerns about unethical behaviour.
No person has been denied access to the
Chairman of the Audit Committee. The said
policy has been uploaded on the website of
the Company.
Discretionary Schedule II Part E of a) Mr. Nasser Munjee, Chairman does not NA
requirements the SEBI Listing maintain any separate office.
Regulations b) The auditors’ report on financial statements
of the Company are unqualified.
c) The Company is having separate posts
of Chairman.
d) Mr. Nasser Munjee is an Independent
Director and not related to
Mr. Samrat Gupta, Managing Director &
Chief Executive Officer.
e) Chief Internal Auditor has direct functional
reporting to Audit Committee.
Subsidiary Companies Regulation 24 of The Company does not have any subsidiary NA
the SEBI Listing Company.
Regulations
Policy on Archival and Regulation 9 of The Company has adopted a Policy on www.tmf.co.in
Preservation of SEBI Listing Archival and Preservation of Documents.
Documents Regulations
Code of Conduct Regulation 17 of The members of the Board and Senior www.tmf.co.in
the SEBI Listing Management Personnel have affirmed
Regulations compliance with the Code of Conduct
applicable to them during the year ended
March 31, 2024. The Annual Report of the
Company contains a certificate by the
Managing Director & CEO, on the
compliance declarations received from
Independent Directors, Non-Executive
Directors and Senior Management.
Terms of Appointment of Regulation 62 (1A) Terms and conditions of appointment/ re- www.tmf.co.in
Independent Directors of SEBI Listing appointment of Independent Directors are
Regulations and available on the Company’s website.
Section 149 read
with Schedule IV
of the Act

Familiarization Regulations 25(7) The Company conducts induction programme for The details are uploaded
Program and 62 (1A) (i) of Directors. at www.tmf.co.in as and
SEBI Listing when any Director joins the
Regulations Board.

Disclosure under Clause l Part C One complaint was filed during the year NA
the Sexual Schedule V of under this Policy.
Harassment of SEBI LODR
Women at
Workplace
(Prevention,
Prohibition
and Redressal) Act,
2018
Disclosure of Loans Clause m Part C Nil NA
and advances in Schedule V of
the nature of loans SEBI LODR
to firms/companies
in which Directors
are interested
 VII. Means of Communication
The quarterly, half-yearly and annual financial results of the Company are published in leading newspapers in
India which include The Free Press Journal (English newspaper). The results are also displayed on the
Company’s website i.e. www.tmf.co.in/investor zone/TMFL financial results. Financial Results, Statutory Notices
and Press Releases after the declaration of the quarterly, half-yearly and annual results are submitted to the
National Stock Exchange of India Limited (NSE) and BSE Limited as well as uploaded on the Company’s website.

VIII. General shareholder information

i. Annual General Meeting for FY 2023-24

Date: June 27, 2024
Time: 04.00 p.m. (IST)
Venue: Meeting through Video Conference

ii. Financial Calendar

Year ending: April 1 to March 31
A
iii. Date of Book Closure / Record Date: Not Applicable

iv. Listing on Stock Exchanges :

Non-Convertible Debentures are listed on below Stock Exchange:

National Stock Exchange of India Ltd (NSE)

Exchange Plaza, Bandra Kurla Complex,
Bandra (East), Mumbai - 400 051

BSE Limited (BSE)

P.J. Towers, Kala Ghoda,
Fort, Mumbai- 400001

Commercial Papers issued by the Company are listed on the National Stock Exchange of India Ltd (NSE).

v. Stock Codes/Symbol
NSE : Nil
BSE : Nil

The Company has paid Annual Listing fees for FY 2023-24 to the National Stock Exchange of India Limited
(NSE) and BSE Limited where the Company’s securities are listed.

vi. Corporate Identity Number (CIN) of the Company: U65910MH1992PLC187184

vii. Market Price Data: Not applicable since Company’s Equity shares are not listed

viii. Registrars and Transfer Agents

Name and Address:
Link Intime India Private Limited
C-101, 1st Floor, 247 Park
L.B.S. Marg, Vikhroli (West)
Mumbai - 400083
 Tel: +91-22-49186000
Fax: +91-22-49186060
Email : prakash.sampat@linkintime.co.in
Website : www.linkintime.co.in

ix. Place for acceptance of Documents/ address for correspondence:

Mr. Vinay Lavannis, Company Secretary

Building A, 2nd Floor, Lodha I Think Techno Campus, Off. Pokharan Road No 2, Thane (West) 400 601.

For the convenience of the security holders, documents will also be accepted at the following branches/agencies
of Link Intime India Private Limited:

Place Name and Address Phone / Fax / Email

Mumbai Registered Office Tel: +91-22-49186000
Link Intime India Private Limited Fax: +91-22-49186060

C-101, 1st Floor, 247 Park Email : prakash.sampat@linkintime.co.in

L.B.S. Marg, Vikhroli (West) Website : www.linkintime.co.in
Mumbai – 400083

x. Securities Transfer System:

All the securities issued by the Company are in demat form. Transfers of securities in electronic form
are affected through the depositories with no involvement of the Company. All request to approve
transfers of Equity shares are noted at subsequent Board Meetings/ Stakeholders relationship
committee.

The following compliances pertain to share transfers, grievances, etc.:

(1) Pursuant to Regulation 7(3) of the SEBI Listing Regulations, certificates are filed with the stock
exchanges on yearly basis by the Compliance Officer and the representative of the Registrar and Share
Transfer Agent for maintenance of an appropriate Securities transfer facility.

(2) Pursuant to Regulation 13 of the SEBI Listing Regulations, a statement on pending investor complaints
is filed with the stock exchanges and placed before the Board of Directors on a quarterly basis.

(3) Pursuant to Regulation 61(4) read together with Regulation 40(9) of the SEBI Listing Regulations, a
Certificate by the Company Secretary-in-Practice is filed with the stock exchanges within one month
from the end of the financial year, certifying that since all the Debentures were issued by the Company
in Demat form, no physical debenture certificate were required to be delivered during the period from
April 1, 2023 to March 31, 2024 pursuant to Regulation 61(4) read with Regulation 40(9) of Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

xi. Shareholders as on March 31, 2024:

a. Distribution of equity shareholding as on March 31, 2024: Not Applicable as Equity shares are not listed

b. Categories of equity shareholding as on March 31, 2024:

 Category Number of equity Percentage of
shares held holding
Promoters 49,69,39,176 100
Other Entities of the Promoter Group Nil Nil
Mutual Funds & UTI Nil Nil
Banks, Financial Institutions, States and Central Government Nil Nil
Insurance Companies Nil Nil
Foreign Institutional Investors and Foreign Portfolio Investors – Corporate Nil Nil
NRI's / OCB's / Foreign Nationals Nil Nil
Corporate Bodies / Trust Nil Nil
Indian Public & Others Nil Nil
Alternate Investment Fund Nil Nil
IEPF account Nil Nil
GRAND TOTAL 49,69,39,176 100

c. Top ten equity shareholders of the Company as on March 31, 2024:

Number of Equity Amount paid up

Sr. No Name of Shareholder % of total
Shares held (Rupees)

1 TMF Holdings Limited 49,69,39,170 49,693,917,000 100

1 100 -
2 TMF Holdings Limited jointly with
Mr. P.B. Balaji
1 100 -
3 TMF Holdings Limited jointly with
Ms. Ridhi Gangar
1 100 -
TMF Holdings Limited jointly with
4
Mr. Samrat Gupta
1 100 -
TMF Holdings Limited jointly with
5
Mr. Amit Mittal
1 100 -
6 TMF Holdings Limited jointly with
Mr. Anand Bang
1 100 -
7 TMF Holdings Limited jointly with
Mr. Rohit Sarda
Total 49,69,39,176 49,693,917,600 100.00

xii. Dematerialization of Shares and Liquidity:

The Company’s shares are not listed and traded on any stock exchange. However, equity shares of the
Company representing 100% of the Company’s equity share capital are dematerialized as on March 31,
2024. Under the Depository System, the International Securities Identification Number (ISIN) allotted to the
Company’s Equity shares is INE477S01014.
 xiii. Equity Shares in the Suspense Account: Not applicable

xiv. Transfer of Unclaimed/Unpaid Amounts to the Investor Education and Protection Fund:

Pursuant to Sections 124 and 125 of the Act read with the IEPF (Accounting, Audit, Transfer and Refund) Rules,
2016 (“IEPF Rules”) to be read with Clause 61Aof SEBI (LODR) Reg. 2015, all unclaimed/unpaid dividend,
application money, debenture interest and interest on deposits as well as principal amount of debentures and
deposits, sale proceeds of fractional shares, redemption amount of preference shares, etc. pertaining to the
Company remaining unpaid or unclaimed for a period of 7 years from the date they became due for payment,
have to be transferred to the IEPF Authority, established by the Central Government. Furthermore, the IEPF
Rules mandate companies to transfer shares of shareholders whose dividends remain unpaid / unclaimed for a
period of 7 consecutive years to the demat account of the IEPF Authority. The said requirement does not apply
to shares in respect of which there is a specific order of the Court, Tribunal or Statutory Authority, restraining any
transfer of shares.

In light of the aforesaid provisions, the Company has transferred Rs. 113,500 to IEPF during the year under
review.

In the interest of the securities holders, the Company sends periodical reminders to the securities holders to claim
their dividends/ interest/ principal amount in order to avoid transfer of dividends/interest/ principal amount on
NCDs to IEPF Authority. The details of unclaimed amount are placed on website of the Company i.e.
www.tmf.co.in/investor zone.

xv. Plant locations: Not Applicable

xvi. Address for correspondence:

Mr. Vinay Lavannis, Company Secretary
Building A, 2nd Floor, Lodha I Think Techno Campus, Off. Pokharan Road No 2, Thane (West) 400 601

xvii. List of all credit ratings obtained by the Company along with any revisions thereto during the relevant financial
year, for all debt instruments of the Company or any fixed deposit programme or any scheme or proposal of the
Company involving mobilization of funds, whether in India or abroad forms part of the Board’s Report.

On behalf of the Board of Directors of

TATA MOTORS FINANCE LIMITED
(Formerly Tata Motors Finance Solutions Limited)

NASSER MUNJEE
Chairman
DIN: 00010180
Date: April 29, 2024
 CERTIFICATE ON CORPORATE GOVERNANCE

To
The Members,
TATA MOTORS FINANCE LIMITED,
(Formerly known as Tata Motors Finance Solutions Limited)

We have examined the compliance of the conditions of Corporate Governance by Tata Motors Finance
Limited (“the Company”), (Formerly known as Tata Motors Finance Solutions Limited)for the year ended on
March 31, 2024 as stipulated in regulations 17 to 27 and sub-regulation (1A) of Regulation 62 and Para C, D
and E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the
Listing Regulations)and as made applicable to the Company effective September 7, 2021 on a comply or
explain basis until March 31, 2024, and the necessary explanation in the quarterly compliance report on
Corporate Governance submitted to the Stock Exchange under Regulation 27(2)(a)of SEBI Listing Regulations.

The Compliance of conditions of Corporate Governance is the responsibility of the management. My

examination has been limited to procedures and implementation thereof, adopted by the Company for ensuring
the compliance of conditions of the Corporate Governance. It is neither an audit nor an expression of opinion
on the financial statements of the Company.

I have examined the relevant records and documents maintained by the Company for the purposes of providing
reasonable assurance on the compliance with corporate governance requirements by the Company.

Based on my examination of the relevant records and according to the information and explanations provided
to me and the representations provided by the Management, I certify that the Company has complied with the
conditions of Corporate Governance as stipulated in regulations 17 to 27 and sub-regulation (1A) of Regulation
62and para C, D and E of Schedule V of the Listing Regulations during the year ended March 31, 2024.

I further state that such compliance is neither an assurance as to the future viability of the Company nor the
efficiency or effectiveness with which the Management has conducted the affairs of the Company.

For SG & Associates

Practicing Company Secretaries

Suhas Ganpule
Proprietor
Place: Mumbai Membership No: 12122
Date: 29.04. 2024 C. P. No: 5722
UDIN: A012122F000262427
 CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS
(Pursuant to Regulation 34(3) and Schedule V Para C clause (10) (i) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015)

To,
The Members,
TATA MOTORS FINANCE LIMITED,
(Formerly known as Tata Motors Finance Solutions Limited)
14, 4th Floor,
Sir H.C. Dinshaw Building 16,
Horniman Circle, Fort,
Mumbai - 400001

Subject: Declaration pursuant to Regulation 34 read with Schedule V of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, regarding non-disqualification of the Directors.

We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of
M/s. Tata Motors Finance Limited (Formerly known as Tata Motors Finance Solutions Limited) bearing
CIN - U65910MH1992PLC187184 and having registered office at 14, 4th Floor, Sir H.C. Dinshaw Building 16,
Horniman Circle, Fort, Mumbai - 400001 (hereinafter referred to as ‘the Company’), produced before us by the
Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V
Para-C Clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

In our opinion and to the best of our information and according to the verifications (including Directors
Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations
furnished to us by the Company & its officers, We hereby certify that none of the Directors on the Board of the
Company as stated below for the Financial Year ending on March 31, 2024 have been debarred or disqualified
from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India,
Ministry of Corporate Affairs or any such other Statutory Authority.

Sr. Name of the Director DIN Date of Appointment in the

No. Company

1. Mr. Nasser Mukhtar Munjee 00010180 09/06/2020

2. Mr. Palamadai Sundararajan Jayakumar 01173236 10/07/2023

3. Ms. Vedika Bhandarkar 00033808 11/03/2015

4. Ms. Varsha Vasant Purandare 05288076 14/09/2021

5. Mr. Narumanchi Venkata Sivakumar 03534101 07/11/2023

6. Mr. Pathamadai Balachandran Balaji 02762983 29/01/2018

7. Mr. Dhiman Gupta 09420213 24/05/2022

8. Mr. Samrat Gupta 07071479 01/07/2023

Ensuring the eligibility of the appointment / continuity of every Director on the Board is the responsibility of the
management of the Company. My responsibility is to express an opinion on these, based on my verification. This
certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness
with which the management has conducted the affairs of the Company.

For M/s. S. G. & Associates

Practicing Company Secretaries

Place: Mumbai Suhas Ganpule

Date: April 29, 2024 Proprietor
Membership No.: A12122
C. P. No.: 5722
UDIN: A012122F000262471
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF
TATA MOTORS FINANCE LIMITED
(Formerly ‘TATA MOTORS FINANCE SOLUTIONS LIMITED’)
Report on the Audit of the Ind AS Financial Statements
Opinion
We have audited the accompanying Ind-AS financial statements of Tata Motors Finance
Limited (Formerly ‘Tata Motors Finance Solutions Limited’) (“the Company”), which
comprise the Balance Sheet as at March 31, 2024, the Statement of Profit and Loss (including
Other Comprehensive Income), the Statement of Changes in Equity, the Statement of Cash
Flows for the year then ended and the Notes to the Ind-AS financial statements, including a
summary of material accounting policies and other explanatory information (hereinafter
referred to as “the Ind AS financial statements”).
In our opinion and to the best of our information and according to the explanations given to us,
the aforesaid Ind-AS financial statements give the information required by the Companies Act,
2013, (‘’the Act’’) in the manner so required and give a true and fair view in conformity with
the Indian Accounting Standards prescribed under Section 133 of the Act read with the
Companies (Indian Accounting Standards) Rules, 2015, as amended, (Ind-AS) and with other
accounting principles generally accepted in India, of the state of affairs of the Company as at
March 31, 2024, the profit, total comprehensive income, changes in equity and its cash flows
for the year ended on that date.
Basis for Opinion
We conducted our audit of the Ind-AS financial statements in accordance with the Standards
on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those
Standards are further described in the Auditor’s Responsibilities for the Audit of the Ind-AS
Financial Statements section of our report. We are independent of the Company in accordance
with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI)
together with the ethical requirements that are relevant to our audit of the Ind-AS financial
statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our
other ethical responsibilities in accordance with these requirements and the ICAI Code of
Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most
significance in our audit of the Ind AS financial statements of the current period. These matters
were addressed in the context of our audit of the Financial Statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.
We have determined the matters described below to be the key audit matters to be
communicated in our report.
Key Audit Matter How the matter was addressed in our audit
1) Impairment of Loans to Customers
Gross loans: Rs. 32460,17.33 lakhs for year ended March 31, 2024
Provision: Rs. 135013.43 lakhs as at March 31, 2024
Refer to the accounting policies in ''Note 3(xvi)(A)(iii) to the Financial Statements: Impairment
of financial assets", "Note 3 (i) to the Financial Statements: Material Accounting Policies- use
of estimates and judgments" and "Note 9 to the Ind AS Financial Statements: Loans"
Subjective estimate: Our key audit procedures included:

Under Ind AS 109, Financial Instruments, We performed end to end process

allowance for loan losses is determined using walkthroughs to identify the key systems,
expected credit loss (ECL) estimation model. applications and controls used in ECL
The estimation of ECL on financial processes. We tested the relevant manual
instruments involves significant judgement (including spreadsheet controls), general IT
and estimates. The key areas where we and application controls over key systems used
identified greater levels of management in ECL process.
judgement and therefore increased levels of
audit focus in the Company's estimation of Key aspects of' our controls testing involved
ECLs are: the following:

• Data inputs - The application of ECL • Testing the design and operating
model requires several data inputs. This effectiveness of the key controls over
increases the risk of completeness and the completeness and accuracy of the
accuracy of the data that has been used to key inputs, data and assumptions into
create assumptions in the model. the Ind AS 109 impairment models
• Model estimations - Inherently • Testing the 'Governance Framework'
judgmental models are used to controls over validation,
estimate ECL which involves implementation and model monitoring
determining Probabilities of Default in accordance with Reserve Bank of
("PD"), Loss Given Default India guidance.
("'LGD''), and Exposures at Default • Testing the design and operating
("EAD”). The PD and the LGD are effectiveness of the key controls over
the key drivers of estimation the application of the staging criteria.
complexity in ECL and as a result are • Testing key controls relating to
considered the most significant selection and implementation of
judgmental aspect of the Company's material macro-economic variables and
modelling approach. the controls over the scenario selection
and application of probability weights
• Qualitative adjustments – • Testing management's controls over
Adjustments to the model-driven authorisation and calculation of post
ECL results are recorded by the model adjustments and management
Management to address known overlays.
impairment model limitations or • Testing management's controls on
emerging trends as well as risks not compliance with Ind AS 109
captured by models. These disclosures related to ECL.
adjustments are inherently uncertain
and significant management
Key Audit Matter How the matter was addressed in our audit
judgement is involved in estimating • Testing key controls operating over the
these amounts. information technology system in
relation to loan impairment.
The underlying forecasts and assumptions
used in the estimate of allowance for • including system access and system
impairment loss are subject to uncertainties change management, program
which are often outside the control of the development and computer operations.
Company. Given the size of loan portfolio
relative to the balance sheet and the impact Test of details
of impairment allowance on the financial
statements, we have considered this as a key Key aspects of our testing included:
audit matter.
• Sample testing over key inputs, data and
Disclosures assumptions impacting ECL calculations to
assess the completeness, accuracy and
The disclosures regarding the Company's relevance of data and reasonableness of
application of Ind AS 109 are key to economic forecasts, weights, and model
explaining the key judgements and material assumptions applied.
inputs to the lnd AS 109 ECL results. • Model calculations testing through re-
performance, where possible.
• Test of details of post model adjustments,
considering the size and complexity of
management overlays, in order to assess
the reasonableness of the adjustments by
challenging key assumptions, inspecting
the calculation methodology and tracing a
sample of the data used back to source data.
• Assessing disclosures - We assessed
whether the disclosures appropriately
disclose and address the uncertainty which
exists when determining ECL. In addition,
we assessed whether the disclosure of the
key judgements and assumptions made was
sufficiently clear.

2) Assessment of Impairment testing of goodwill

Refer to the "Note 13B to the Financial Statements: Goodwill ".
The Company has goodwill of Rs. 18,025.25 Our key audit procedures included:
lakhs as at March 31, 2024. The goodwill has
been allocated to the Used vehicle cash- • Evaluating the appropriateness of the
generating units ("CGU"). The annual assumptions applied to key inputs such as
impairment testing of goodwill is considered future income projections and interest
to be a key audit matter due to the significant rates, operating costs, long-term growth
management judgement and estimates rates, in line with externally derived data as
involved in determining the assumptions to well as our own assessments based on our
arrive at the fair value of the CGU. The fair knowledge of the Company and the
value of the CGU is determined using market industry.
and income-based approach. These
Key Audit Matter How the matter was addressed in our audit
approaches use several key assumptions, • performing our own sensitivity analysis,
including estimates of future business, which included assessing the effect of
interest rates, operating costs, terminal value reasonably possible reductions in growth
growth rates, the weighted-average cost of rates and forecast cash flows to evaluate the
capital (discount impact on the currently estimated
rate), and consideration of comparable headroom between the carrying value and
market multiples. the estimated fair value of the CGU.
• evaluating the adequacy of the financial
statement disclosures, including
disclosures of key assumptions,
judgements and sensitivities.
3) Information technology
Information Technology ("IT") systems and Our audit procedures to assess the IT system
controls. access management included the following:

The Company's key financial accounting and Involved IT specialists as part of the audit for
reporting processes are highly dependent on the purpose of testing General IT controls and
the automated controls in information application controls (automated and semi-
systems, such that there exists a risk that gaps automated controls) to determine the accuracy
in the IT control environment could result in of the information produced by the Company’s
the financial accounting and reporting IT system.
records being materially misstated. We have
focussed on ‘user access management’, With respect to the “In-scope IT systems”
‘change management’, ‘interface controls’ identified as relevant to the audit of the
and ‘system application controls’ over key financial statements and financial reporting
financial accounting and reporting systems. process of the Company, we have evaluated
and tested relevant IT general controls.

On such “In-scope IT systems” we have

performed the following procedures:

• We tested a sample of key controls

operating over the information technology
in relation to financial accounting and
reporting systems, including system access
and system change management, program
development and computer operations.
• We tested the design and operating
effectiveness of key controls over user
access management which includes
management of user access and
enforcement of segregation of duties.
• For a selected group of key controls over
financial and reporting systems, we
independently performed procedures to
determine the operating effectiveness of
application controls. For those controls that
 Key Audit Matter How the matter was addressed in our audit
were changed during the year, we tested the
change management process.
• We evaluated the design, implementation
and operating effectiveness of the
significant accounts related IT key
automated controls which are relevant to
the accuracy of system calculation, and the
consistency of data transmission.
• Other areas that were independently
assessed included password policies,
system configurations, system interface
controls, controls over changes to
applications and that business users and
developers did not have access to migrate
changes in the production environment and
the privileged access to applications,
operating system or databases is restricted
to authorized personnel.
• For system implemented, we evaluated the
program development related controls to
determine whether adequate controls have
been established to ensure that system
implemented was authorized, tested and
approved.
• With respect to controls managed at
vendor, we have reviewed the SOC Type I
and II reports.
• Additionally, we have checked the
compliance with respect to audit trail as per
amendment in section 128 of the
Companies Act, 2013. The Company is
compliant with respect to the audit trail
requirements.

Information Other than the Ind-AS financial Statements and Auditor’s Report Thereon
The Company’s Board of Directors is responsible for the other information. The other
information comprises the Director’s Report, Management Discussion and Analysis and
Report on Corporate Governance but does not include the Ind-AS financial statements and our
auditor’s report thereon. The Other information is expected to be made available to us after the
date of this auditor’s report.
Our opinion on the Ind-AS financial statements does not cover the other information and we
do not express any form of assurance conclusion thereon.
In connection with our audit of the Ind-AS financial statements, our responsibility is to read
the other information and, in doing so, consider whether the other information is materially
inconsistent with the Ind-AS financial statements or our knowledge obtained in the audit or
otherwise appears to be materially misstated.
When we read this other information, if we conclude that there is a material misstatement
therein, we are required to communicate the matter to those charged with governance and
review the steps taken by the management to communicate to those in receipt of the other
information, if previously issued, to inform them of the revision.
Management’s Responsibility for the Ind-AS financial statements
The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of
the Act with respect to the preparation of these Ind-AS financial statements that give a true and
fair view of the financial position, financial performance, changes in equity and the cash flows
of the Company in accordance with the accounting principles generally accepted in India,
including the Accounting Standards specified under Section 133 of the Act. This responsibility
also includes maintenance of adequate accounting records in accordance with the provisions of
the Act for safeguarding of the assets of the Company and for preventing and detecting frauds
and other irregularities; selection and application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; and design, implementation and
maintenance of adequate internal financial controls, that were operating effectively for
ensuring the accuracy and completeness of the accounting records, relevant to the preparation
and presentation of the Ind-AS financial statements that give a true and fair view and are free
from material misstatement, whether due to fraud or error.
In preparing the Ind-AS financial statements, Management is responsible for assessing the
Company’s ability to continue as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless Management either
intends to liquidate the Company or to cease operations, or has no realistic alternative but to
do so.
The Board of Directors are also responsible for overseeing the Company’s financial reporting
process.
Auditor’s Responsibilities for the Audit of the Ind-AS financial statements
Our objectives are to obtain reasonable assurance about whether the Ind-AS financial
statements as a whole are free from material misstatement, whether due to fraud or error, and
to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of
assurance but is not a guarantee that an audit conducted in accordance with SAs will always
detect a material misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could reasonably be expected
to influence the economic decisions of users taken on the basis of these Ind-AS financial
statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether
due to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act,
we are also responsible for expressing our opinion on whether the company has adequate
internal financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of

accounting estimates and related disclosures made by Management.

• Conclude on the appropriateness of Management’s use of the going concern basis of

accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Company’s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditor’s report to the related disclosures in the financial
statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions
are based on the audit evidence obtained up to the date of our auditor’s report. However,
future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements,
including the disclosures, and whether the financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the financial statements that, individually or
in aggregate, makes it probable that the economic decisions of the users of the financial
statements may be influenced. We consider quantitative materiality and qualitative factors in
(i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to
evaluate the effect of any identified misstatements in the Ind-AS financial statements.
We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence,
and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those
matters that were of most significance in the audit of the Ind-AS financial statements of the
current period and are therefore the key audit matters. We describe these matters in our
auditor’s report unless law or regulation precludes public disclosure about the matter or when,
in extremely rare circumstances, we determine that a matter should not be communicated in
our report because the adverse consequences of doing so would reasonably be expected to
outweigh the public interest benefits of such communication.
Other Matter

In terms of National Company Law Tribunal (NCLT) Order dated May 12, 2023 (published by
NCLT on June 15, 2023), (‘the Order’) the NBFC business of erstwhile ‘Tata Motors Finance
Limited’ (TMFL) (currently known as TMF Business Services Limited), a fellow subsidiary
of the Company was demerged with the Company. Upon filing the copy of Order sanctioning
the Scheme of Demerger (‘Scheme’) with the Registrar of Companies (‘ROC’), on June 30,
2023, the Scheme became effective and NBFC business of TMFL merged with the Company.
The Scheme became effective from the appointed date i.e. April 1, 2023. To comply with
requirements of Appendix C to Ind AS 103 - (‘Business Combinations’), the restatement of the
financial statements has been given effect from the date of control i.e. April 1, 2022. (Refer
Note 35)

Accordingly, the figures in the Ind AS financial statements for the year ended March 31, 2023
(audited-published) have been restated to give the effect of the Scheme on which we have
issued an unmodified opinion dated April 28, 2023 and basis the figures stated in the financial
statements of erstwhile TMFL in relation to the NBFC Business which has been extracted by
the Management from the financial statements of TMFL, which were audited by another firm
of Chartered Accountants who have issued an unmodified opinion dated April 28, 2023.

With respect to above, we have audited the eliminations / adjustments which have been
reported in the financial statements. However, we have not issued a separate report on these
restated figures since these have been audited by respective auditors in respective years.

Our opinion on the Ind AS financial statements is not modified in respect of the above matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the
Central Government of India in terms of sub-section (11) of section 143 of the Act, we give
in the ‘Annexure A’ a statement on the matters specified in paragraphs 3 and 4 of the Order,
to the extent applicable.

2. As required by section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of
our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the
Company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive
Income), the Statement of Cash Flow and the Statement of Changes in Equity, dealt
with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid Ind-AS financial statements comply with the Accounting
Standards specified under Section 133 of the Act, read with Companies (Indian
Accounting Standards) Rules, 2015, as amended from time to time.

e) On the basis of the written representations received from the Directors of the Company
as on March 31, 2024, taken on record by the Board of Directors, none of the Directors
of the Company are disqualified as on March 31, 2024, from being appointed as a
Director in terms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls with reference to
financial statements of the Company and the operating effectiveness of such controls,
refer to our separate Report in “Annexure B”.
g) According to information and explanations given to us and based on our examination
of the records of the Company, the Company has paid / provided managerial
remuneration in accordance with the requisite approvals mandated by the provisions of
Section 197 of the Act.

h) With respect to the other matters to be included in the Auditor’s Report in accordance
with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and
to the best of our information and according to the explanations given to us:

a. The Company has disclosed the impact of pending litigations on its financial
position in its Ind-AS financial statements – Refer Note 34 to the Ind-AS financial
statements.

b. The Company has made provision, as required under the applicable law or
accounting standards, for material foreseeable losses, if any, on long-term contracts
including derivative contracts.

c. There were no amounts which were required to be transferred to the Investor

Education and Protection Fund by the Company.

d.
i. The Management has represented that, to the best of it’s knowledge and belief,
other than as disclosed in the notes to the accounts, no funds have been
advanced or loaned or invested (either from borrowed funds or share premium
or any other sources or kind of funds) by the Company to or in any other
person(s) or entity(ies), including foreign entities (“Intermediaries”), with the
understanding, whether recorded in writing or otherwise, that the Intermediary
shall, whether, directly or indirectly lend or invest in other persons or entities
identified in any manner whatsoever by or on behalf of the Company
(“Ultimate Beneficiaries”) or provide any guarantee, security or the like on
behalf of the Ultimate Beneficiaries

ii. The Management has represented, that, to the best of it’s knowledge and
belief, other than as disclosed in the notes to the accounts, no funds have been
received by the company from any person(s) or entity(ies), including foreign
entities (“Funding Parties”), with the understanding, whether recorded in
writing or otherwise, that the company shall, whether, directly or indirectly,
lend or invest in other persons or entities identified in any manner whatsoever
by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide
any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

iii. Based on our audit procedures we have considered it reasonable and

appropriate in the circumstances, nothing has come to their notice that has
caused them to believe that the representations under sub-clause (i) and (ii)
contain any material misstatement.

e. The Company has not declared or paid dividend during the year. Hence, compliance
with section 123 of the Act is not applicable.
 f. Based on our examination which included test checks, the company has used an
accounting software for maintaining its books of account which has a feature of
recording audit trail (edit log) facility and the same has operated throughout the year
for all relevant transactions recorded in the software. Further, during the course of
our audit we did not come across any instance of audit trail feature being tampered
with.
As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable with
effect from April 1, 2023, reporting under Rule 11(g) of the Companies (Audit and
Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements
for record retention is not applicable for the financial year ended March 31, 2024.

For KALYANIWALLA & MISTRY LLP

CHARTERED ACCOUNTANTS
Firm Registration No. 104607W / W100166

Sai Venkata Ramana Damarla

Partner
Membership. No. 107017
UDIN: 24107017BKERSY2624
Place: Mumbai
Date: April 29, 2024
Tata Motors Finance Limited (Formerly ‘TATA MOTORS FINANCE
SOLUTIONS LIMITED’)

Annexure A to the Independent Auditor's report- March 31, 2024

(Referred to in 'Report on Other Legal and Regulatory Requirement' section of our

report of even date)
We report that:
i.
(a) The Company has maintained proper records showing full particulars, including
quantitative details and situation of Property, Plant and Equipment (including Right
of Use assets).

(b) The Company has maintained proper records showing full particulars of Intangible
Assets.

(c) The Company has a program of physical verification to cover all the items of·
Property, Plant and Equipment at least once in three years which, in our opinion, is
reasonable having regard to the size of the Company and the nature of its assets.
Pursuant to the program, certain property, plant and equipment were due for
verification during the year and were physically verified by the Management during
the year. According to the information and explanations given to us, no material
discrepancies were noticed on verification.

(d) According to information and explanation given to us and on the basis of examination
of the records of the Company, the Company does not hold immovable properties
included under the head property, plant and equipment. Accordingly, clause 3(i)(d)
of the Order is not applicable.

(e) The Company has not revalued its Property, Plant and Equipment (including Right
of Use assets) or intangible assets or both during the year.

(f) There are no proceedings being initiated or are pending against the Company for
holding any benami property under the Benami Transactions (Prohibition) Act, 1988
(45 of 1988) and rules made thereunder.

ii.
(a) The Company is in the business of lending. The Company does not hold any physical
inventories. Accordingly, clause 3(ii)(a) of the Order is not applicable to the
Company.
 (b) According to the information and explanations given to us by the Management and
based on the audit procedures performed by us, the Company has been sanctioned
working capital limits in excess of Rs. 5 crore, in aggregate, at various points of time
during the year, from banks and financial institutions on the basis of security of current
assets of the Company. In our opinion and according to the information and
explanations given to us and based on audit procedures performed by us, the quarterly
returns filed by the Company with such banks and financial institutions are in
agreement with the unaudited books of account of the Company for the respective
quarters.

iii. The Company has made investments in companies and has granted secured and
unsecured loans to other parties, during the year, in respect of which:

(a) The Company is in the principal business of giving loans, hence clause 3(iii)(a) of the
Order is not applicable.
(b) According to the information and explanation given to us, the investments made, and
the conditions of the grant of all loans and advances in the nature of loans and
guarantees provided are not prejudicial to the interest of the company.
(c) In respect of loans and advances, in the nature of loans granted during the year in the
ordinary course of lending business, the schedule of repayment of principal and
payment of interest have been stipulated and the repayment of loan and receipts of
interest are generally regular except there were cases which were not repaid / paid when
they were due or were repaid / paid with a delay. Such loans have been accounted for
in accordance with the Company’s policy on asset classification and provisioning as
described in Note 3(x) to the Ind AS financial statements.
Having regard to the voluminous nature of loan transactions, it is not practicable to
furnish borrower-wise details of irregularities. However, such details are available with
the Company. For details of total loans and advances which were overdue as of March
31, 2024, Refer Note 43 to the Ind AS standalone financial statements.

(d) In respect of loans granted by the Company, the following amounts are overdue for
more than ninety days from companies or any other parties to whom loan has been
granted. The Company has taken reasonable steps for recovery of the overdue amount
of principal and interest.
(Amount in lakhs)
No of cases Principal Interest Total Overdue Remarks, if
Amount Overdue any
Overdue
48121 93818 21791 115609 -

(e) The Company is in the principal business of giving loans, Hence, clause 3(iii)(e) of the
Order is not applicable.
 (f) The Company has granted loans or advances in the nature of loans either repayable on
demand or without specifying any terms or period of repayment. (Refer Note 47(b) to
the Ind AS Financial Statements) The details of the same are as follows:
(Rs. In lakhs)
Related Parties Promoter
Aggregate amount of
loans/ advances in
nature of loans -
Repayable on demand

(A) - Agreement does

not specify any terms
- -
or

period of repayment
(B) 5464.66 8500

Total (A+B) 5464.66 8500

Percentage of loans/ 0.17 % 0.26 %
advances in nature of
loans to the total loans

iv. In our opinion and according to the information and explanations given to us, there are
no loans / guarantees or security provided in connection with any loan which have been
given to directors to any other person in whom the director is interested, therefore the
provisions of Section 185 of the Act are not applicable to the Company. According to
information and explanations given to us, the Company has not made investments
through more than two layers of investment companies in accordance with the
provisions of Section 186(1) of the Act. The other sub-sections of the Act are not
applicable to the Company.

v. The Company is a systemically important non-deposit taking non-banking finance

company registered with RBI, and consequently is exempt from provisions of Sections
73 to 76 or any other relevant provisions of the Act and the rules framed there under.
Accordingly, clause 3(v) of the Order is not applicable to the Company.

vi. The Central Government has not prescribed the maintenance of cost records under sub-
section (1) of Section 148 of the Act, in respect of the services rendered by the
Company. Accordingly, clause 3(vi) of the Order is not applicable to the Company.
vii.
(a) According to information and explanations given to us and on the basis of examination
of the books of account, and records of the Company, amounts deducted / accrued in
the books of account in respect of undisputed statutory dues including goods and
services tax , provident fund. employees' state insurance, income-tax, sales tax, services
tax, duty of customs, duty of excise, value added tax , cess and other material statutory
dues have been regularly deposited with the appropriate authorities. As explained to us,
the Company did not have any dues on account of sales tax, value added tax, duty of
customs and duty of excise. According to the information and explanations given to us,
no undisputed amounts payable in respect of provident fund, employees state insurance,
income-tax, value added tax, goods and service tax. cess and other material statutory
 dues were in arrears as at March 31, 2024 for a period of more than six months from
the date on when become payable.

(b) According to the information and explanation given to us, and based on our examination
of records of the Company, the details of statutory dues referred to in sub- paragraph
(a) above which have not been deposited with the concerned authorities as on March
31, 2024, on account of dispute are given below:
Name of the statute Nature of Period to which Amount Amount Forum where dispute
dues the amount Involved as unpaid as on is pending as on
relates on March March 2024 March 31, 2024
2024
Andhra Pradesh Value VAT F.Y 2007- 08 to 1,005.28 670.19 High Court of Andhra
Added Tax Act, 2005 2012- 13 Pradesh
Andhra Pradesh Value Penalty on F.Y 2007- 08 to 1,005.28 1,005.28 High Court of Andhra
Added Tax Act, 2005 VAT 2012- 13 Pradesh
Andhra Pradesh Value VAT F.Y 2013- 14 to 2,213.49 1,475.66 High Court of Andhra
Added Tax Act, 2005 2016- 17 Pradesh
Andhra Pradesh Value Penalty on F.Y 2013- 14 to 2,213.49 2,213.49 High Court of Andhra
Added Tax Act, 2005 VAT 2016- 17 Pradesh
Andhra Pradesh Value VAT April 2017 to June 132.95 66.48 High Court of Andhra
Added Tax Act, 2005 2017 Pradesh
Andhra Pradesh Value Penalty on April 2017 to June 132.95 132.95 High Court of Andhra
Added Tax Act, 2005 VAT 2017 Pradesh
West Bengal Value Added VAT FY 2007- 08 and 364.93 - Supreme Court of India
Tax Act, 2005 FY 2011-12
Madhya Pradesh Value EntryTax F.Y 2013- 14 79.42 47.66 Appellate Authority,
Added Tax Act, 2006 Bhopal

Jharkhand Value Added VAT F.Y 2012-13 21.11 21.11 Joint Commissioner,
Tax Act, 2005 Jharkhand
Rajasthan Value Added Tax VAT F.Y. 2014-15 3.91 3.91 Assistant Commissioner,
Act, 2003 Rajasthan Commercial
tax

Rajasthan Value Added Tax VAT F.Y. 2015-16 11.39 11.39 Assistant Commissioner,
Act, 2003 Rajasthan Commercial
tax

Goods and Service Tax GST F.Y. 2018-19 10.66 9.80 Assistant Commissioner
Act, 2017 of State tax, Bihar

Goods and Service Tax GST F.Y. 2019-20 42.41 39.40 State Tax officer,
Act, 2017 Jharkhand
Goods and Service Tax GST F.Y. 2017-18 794.69 756.39 Commissioner Appeals,
Act, 2017 Bihar
Goods and Service Tax GST F.Y. 2017-18 0.70 0.70 Commissioner Appeals,
Act, 2017 Bihar
Goods and Service Tax GST F.Y. 2017-18 503.83 484.61 Commissioner Appeals,
Act, 2017 Maharashtra
Goods and Service Tax GST F.Y. 2017-18 47.50 45.27 Commissioner Appeals,
Act, 2017 Kerala
Goods and Service Tax GST F.Y. 2017-18 0.13 - Sales Tax Officer,
Act, 2017 Kerala
Goods and Service Tax GST F.Y. 2017-18 55.81 53.15 Commissioner Appeals,
Act, 2017 Delhi
Goods and Service Tax GST F.Y. 2017-18 9.05 8.61 Commissioner Appeals,
Act, 2017 Delhi
Goods and Service Tax GST F.Y. 2017-18 4.07 3.70 Commissioner Appeals,
Act, 2017 Telangana
Goods and Service Tax GST F.Y. 2017-18 15,781.09 15,781.09 Hon'ble HC, TN
Act, 2017
Goods and Service Tax GST F.Y. 2017-18 139.59 132.90 Commissioner Appeals,
Act, 2017 Assam
Goods and Service Tax GST F.Y. 2017-18 0.36 0.36 Commissioner Appeals,
Act, 2017 Odisha
Goods and Service Tax GST F.Y. 2017-18 0.27 0.27 Commissioner Appeals,
Act, 2017 Odisha
Goods and Service Tax GST F.Y. 2018-19 1,080.40 1,023.39 Commissioner Appeals,
Act, 2017 Bihar
Goods and Service Tax GST F.Y. 2018-19 0.70 0.70 Commissioner Appeals,
Act, 2017 Bihar
Goods and Service Tax GST F.Y. 2018-19 5.69 5.69 Commissioner Appeals,
Act, 2017 Odisha
Goods and Service Tax GST F.Y. 2018-19 277.44 277.44 Commissioner Appeals,
Act, 2017 Delhi
Goods and Service Tax GST F.Y. 2018-19 19.92 19.92 Commissioner Appeals,
Act, 2017 Gujarat
Madhya Pradesh Value VAT F.Y 2016-17 13.53 10.15 Addln Commissioner of
Added Tax Act, 2006 Commercial Tax
Madhya Pradesh Value Entry Tax F.Y 2016-17 2.94 2.20 Addln Commissioner of
Added Tax Act, 2006 Commercial Tax
Uttarakhand Value Added VAT F.Y 2017-18 4.14 3.93 Commissioner of State
Tax Act, 2005 Tax
 * the above disputed dues are transferred on Demerger (Refer Note 35 of Ind AS
Financial Statements)

viii. There are no instances of any transactions not being recorded in the books of account
that have been surrendered or disclosed as income during the year in the tax assessments
under the Income Tax Act, 1961.

ix.
(a) According to the information and explanations given to us, the Company has not
defaulted in repayment of loans or other borrowing or in the payment of interest thereon
to any lender. The Company has not taken any loans or borrowings from Government;

(b) According to the information and explanations given to us, the Company is not declared
a wilful defaulter by any bank or financial institution or any other lender;

(c) According to the information and explanations given to us, term loans were applied for
the purpose for which the loans were obtained;

(d) According to the information and explanations given to us, funds raised on short term
basis have not been utilised for long term purposes;

(e) According to the information and explanations given to us, the Company has not taken
any funds from any entity or person on account of or to meet the obligations of its
subsidiaries, associates or joint ventures;

(f) According to the information and explanations given to us, the Company has not raised
loans during the year on the pledge of securities held in its subsidiaries, joint ventures
or associate companies,
x.
(a) The Company did not raise any money by way of initial public offer or further public
offer (including debt instruments) during the year.

(b) The Company has not issued Non-Convertible Debentures during the year. Further, in
respect of the Non-Convertible Debentures issued in previous years, it has complied
with the requirements of section 42 and section 62 of the Act and the funds raised have
been used for the purposes for which the funds were raised.

(c) The Company has not made any preferential allotment or private placement of shares
(fully, partially or optionally convertible) during the year.
xi.
(a) During the course of our examination of the books and records of the Company, carried
out in accordance with the generally accepted auditing practices in India and according
to the information and explanations given to us, except for 15 cases aggregating 378.92
lakhs which largely pertains to Cheating and forgery which has been reported by the
Company in FMR-1 to Reserve Bank of India(RBI) , we have neither come across any
instance of fraud by the Company or any material instance of fraud on the Company;
 (b) We have not filed any report under sub-section (12) of section 143 of the Act in Form
ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014
with the Central Government.

(c) We have taken into consideration the whistle-blower complaints received by the
Company during the year while determining the nature, timing and extent of audit
procedures.

xii. In our opinion and according to the information and explanation given to us, the
Company is not a Nidhi Company. Accordingly, the provisions of clause 3(xii) of the
Order are not applicable to the Company.

xiii. According to information and explanations given to us and based on our examination
of the records of the Company, transactions entered into by the Company with the
related parties are in compliance with Sections 177 and 188 of the Act where applicable
and the details of such transactions have been disclosed in the Note 36 to the Ind AS
financial statements as required by the applicable Indian Accounting Standards.
xiv.
(a) In our opinion and based on our examination, the company has an internal audit system
commensurate with the size and nature of its business.

(b) We have considered the internal audit reports of the company issued, for the year under
audit.

xv. According to information and explanations given to us and based on our examination
of the records of the Company, the Company has not entered into any non-cash
transactions with directors or persons connected with him. Accordingly. the provisions
of clause 3(xv) of the Order are not applicable to the Company.

xvi.

a. According to information and explanations given to us, the Company is registered under
Section 45-IA of the Reserve Bank of India Act, 1934 and it has obtained the
registration.

b. The Company has conducted the Non-Banking Financial activities with a valid
certificate of registration (CoR) from the Reserve Bank of India (RBI) as pe the RBI
Act, 1934.

c. The Company is not a Core Investment Company (CIC) as defined in the regulations
made by the Reserve Bank of India

d. According to the information and explanation provided to us by the Company, the

Group has 4 Core Investment Companies (CICs) which are registered with the Reserve
Bank of India (RBI).

xvii. The Company has not incurred cash losses in the financial year and in the immediately
preceding financial year (pre-demerger). (Refer Note 35)
xviii. There has not been any resignation of statutory auditors of the Company during the
financial year.

xix. On the basis of the financial ratios, ageing and expected dates of realisation of financial
assets and payment of financial liabilities, other information accompanying the
financial statements, the auditor's knowledge of the Board of Directors and
management plans, we are of the opinion that no material uncertainty exists as on the
date of the audit report that Company is capable of meeting its liabilities existing at the
date of balance sheet as and when they fall due within a period of one year from the
balance sheet date. We, however, state that this is not an assurance as to the future
viability of the Company. We further state that our reporting is based on the facts up to
the date of the audit report and we neither give any guarantee nor any assurance that all
liabilities falling due within a period of one year from the balance sheet date, will get
discharged by the Company as and when they fall due.

xx.
(a) There are no ‘other than ongoing projects’, wherein the Company has an unspent
amount required to be transferred to a Fund specified in Schedule VII to the Act;

(b) In respect of ongoing projects, the company will transfer unspent amount of Rs. 54.03
Lakhs to a special account, within a period of thirty days from the end of the financial
year in compliance with section 135(6) of the said Act (Refer Note 26 (ii) of the Ind AS
Financial Statements)

For KALYANIWALLA & MISTRY LLP

CHARTERED ACCOUNTANTS
Firm Registration No. 104607W / W100166

Sai Venkata Ramana Damarla

Partner
Membership. No. 107017
UDIN: 24107017BKERSY2624
Place: Mumbai
Date: April 29, 2024
Annexure B to the Independent Auditor's report- March 31, 2024

Report on the internal financial controls with reference to the aforesaid Financial
Statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013
(Referred to in 'Report on Other Legal and Regulatory Requirement' section of our
report of even date)

We have audited the internal financial controls with reference to the Financial Statements of
Tata Motors Finance Limited (Formerly ‘Tata Motors Finance Limited’) (the "Company") as
of March 31, 2024, in conjunction with our audit of the Financial Statements of the Company
for the year ended on that date.
Management's Responsibility for Internal Financial Controls
The Company's management and the Board of Directors are responsible for establishing and
maintaining internal financial controls based on the internal financial controls with reference
to the Ind AS Financial Statements criteria established by the Company considering the
essential components of internal control stated in the Guidance Note. These responsibilities
include the design, implementation and maintenance of adequate internal financial controls that
were operating effectively for ensuring the orderly and efficient conduct of its business,
including adherence to the Company's policies, the safeguarding of its assets, the prevention
and detection of frauds and errors, the accuracy and completeness of the accounting records,
and the timely preparation of reliable financial information, as required under the Companies
Act, 2013 (‘Act’).
Auditor's Responsibility
Our responsibility is to express an opinion on the Company's internal financial controls with
reference to the Ind AS Financial Statements based on our audit. We conducted our audit in
accordance with the Guidance Note and the Standards on Auditing, prescribed under section
143 (10) of the Act, to the extent applicable to an audit of internal financial controls with
reference to the Ind AS Financial Statements. Those Standards and the Guidance Note require
that we comply with ethical requirements and plan and perform the audit to obtain reasonable
assurance about whether adequate internal financial controls with reference to the Ind AS
Financial Statements were established and maintained and whether such controls operated
effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the
internal financial controls with reference to the Financial Statements and their operating
effectiveness. Our audit of internal financial controls with reference to the Financial Statements
included obtaining an understanding of such internal financial controls, assessing the risk that
a material weakness exists. And testing and evaluating the design and operating effectiveness
of internal control based on the assessed risk. The procedures selected depend on the auditor's
judgement, including the assessment of the risks of material misstatement of the Ind AS
Financial Statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our audit opinion on the Company's internal financial controls with reference to the
Ind AS Financial Statements.
Meaning of Internal Financial controls with Reference to the Ind AS Financial
Statements
A company's internal financial controls with reference to the Ind AS financial statements is a
process designed to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of the Ind AS financial statements for external purposes in accordance with
generally accepted accounting principles. A company's internal financial controls with
reference to the Ind AS financial statements include those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of the Ind AS financial
statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorisations of
management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorised acquisition, use, or disposition of the company's
assets that could have a material effect on the Ind AS financial statements.
Inherent Limitations of Internal Financial controls with Reference to the Ind AS
Financial Statements
Because of the inherent limitations of internal financial controls with reference to the Financial
Statements, including the possibility of collusion or improper management override of
controls, material misstatements due to error or fraud may occur and not be detected. Also,
projections of any evaluation of the internal financial controls with reference to the Financial
Statements to future periods are subject to the risk that the internal financial controls with
reference to the Ind AS Financial Statements may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, adequate internal financial controls
with reference to the Ind AS Financial Statements and such internal financial controls were
operating effectively as at March 31, 2024, based on the internal financial controls with
reference to the Ind AS Financial Statements criteria established by the Company considering
the essential components of internal control stated in the Guidance Note on Audit of Internal
Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants
of India (the "Guidance Note").
For KALYANIWALLA & MISTRY LLP
CHARTERED ACCOUNTANTS
Firm Registration No. 104607W / W100166

Sai Venkata Ramana Damarla

Partner
Membership. No. 107017
UDIN: 24107017BKERSY2624
Place: Mumbai
Date: April 29, 2024
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)
Balance Sheet as at March 31, 2024
(₹ in lakhs)
As at March 31 As at March 31
Particulars Notes 2023
2024
(Refer Note 35)
I. ASSETS
1 Financial assets
(a) Cash and cash equivalents 5 3001,26.60 4123,16.79
(b) Bank Balance other than cash and cash equivalents 6 3,43.42 61,41.91
(c) Derivative financial instruments 15 102,44.23 110,39.49
(d) Receivables
i. Trade receivables 7 33,05.68 24,07.84
ii. Other receivables 8 20,78.52 2,57.15
(e) Loans 9 31110,03.90 33528,60.90
(f) Investments 10 2530,75.45 1966,50.53
(g) Other financial assets 11 1087,06.98 909,77.15
37888,84.78 40726,51.76
2 Non-financial assets
(a) Current tax assets (net) 112,37.89 66,84.63
(b) Deferred tax assets (net) 12 11,63.78 168,83.92
(c) Property, plant and equipment 13A 112,08.44 97,53.00
(d) Goodwill 13B 180,25.25 180,25.25
(e) Other intangible assets 13C 7,23.17 2,24.53
(f) Other non-financial assets 14 189,28.29 175,17.97
612,86.82 690,89.30
3 Assets held for sale 65,46.18 192,01.23
Total assets 38567,17.78 41609,42.29

II. LIABILITIES AND EQUITY

1 Financial liabilities
Derivative(a)
financial instruments-FL
Derivative financial instruments-FL 15 4,91.29 14,86.64
(b) Payables 16
(i) Trade payables
(a) total outstanding dues of micro enterprises and small enterprises 13,07.47 13,54.69
(b) total outstanding dues of creditors other than micro enterprises and small enterprises 279,06.66 249,30.77
(ii) Other payables
(a) total outstanding dues of micro enterprises and small enterprises - -
(b) total outstanding dues of creditors other than micro enterprises and small enterprises 110,70.40 103,85.12
(c) Debt securities 17 3829,90.00 7867,43.92
(d) Borrowings (other than debt securities) 18 25348,39.28 24149,53.23
(e) Subordinated liabilities 19 1082,86.07 1311,67.23
(f) Other financials liabilities 20 1155,22.81 1002,76.03
31824,13.98 34712,97.63
2 Non-financial liabilities
(a) Current tax liabilities (net) 19.43 -
(b) Provisions 21 98,82.42 81,00.40
(c) Other non-financial liabilities 22 69,77.78 78,85.11
168,79.63 159,85.51
3 Equity
(a) Equity share capital 23A 4969,39.18 1700,49.74
(b) Equity share capital to be issued pursuant to common control transaction 23A - 3268,89.44
(c) Instruments entirely equity in nature 23B 1808,00.00 1808,00.00
(d) Other equity (203,15.01) (40,80.03)
6574,24.17 6736,59.15
Total liabilities and equity 38567,17.78 41609,42.29

See accompanying notes forming part of financial statements (1 to 54)

As per our report of even date attached For and on behalf of the Board of Directors
For KALYANIWALLA & MISTRY LLP
Chartered Accountants
Firm Registration Number: 104607W / W100166

Sai Venkata Ramana Damarla P. S. Jayakumar P. B. Balaji

Partner Director Director
Membership No. 107017 (DIN - 01173236) (DIN - 02762983)

Place: Mumbai
Date: April 29, 2024
Samrat Gupta
Managing Director &
CEO
(DIN – 07071479)

Ridhi Gangar Vinay Lavannis

Chief Financial Officer Company Secretary
(Membership No – A7911)
Place: Mumbai
Date: April 29, 2024
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)
Statement of Profit and Loss for the year ended March 31, 2024
(₹ in lakhs)
For the year ended For the year ended
Particulars Notes March 31 March 31
2024 2023 (Refer note 35)
I Revenue from operations
(a) Interest income 24 3813,84.98 4285,88.67
(b) Dividend income 12,95.46 3,77.37
(c) Rental income 3,35.17 3,30.73
(d) Fees and commission income 25 183,00.65 175,41.16
(e) Net gain on fair value changes 26 746,83.92 156,87.73
(f) Net gain on derecognition of financial instruments 48D 194,26.04 208,31.02
Total Revenue from operations 4954,26.22 4833,56.68
II Other income 27 50,93.12 72,00.39
III Total income (I + II) 5005,19.34 4905,57.07
IV Expenses
(a) Finance cost 28 2496,67.05 2703,72.61
(b) Impairment of financial instruments and other assets 29 1128,03.42 2029,21.27
(c) Employee benefits expenses 30 507,30.64 385,57.27
(d) Depreciation, amortization and impairment 13A & 13C 31,11.90 24,23.89
(e) Other expenses 31 617,91.61 681,56.24
Total expenses 4781,04.62 5824,31.28
V Profit/(Loss) before exceptional items and tax (III - IV) 224,14.72 (918,74.21)
VI Exceptional items - -
VII Profit/(Loss) before tax (V - VI) 224,14.72 (918,74.21)
VIII Tax expense
(a) Current tax - 3,54.09
(b) Deferred tax 172,26.86 17,25.00
Total tax expense 12 172,26.86 20,79.09
IX Profit/(Loss) for the year from continuing operations (VII - VIII) 51,87.86 (939,53.30)
X Other comprehensive income
A i. Items that will not be reclassified to profit or loss
(a) Remeasurements of the defined benefit plans (3,34.49) 5,43.74
(b) Equity Instruments through Other Comprehensive Income 45,27.85 (3,73.87)
ii. Income tax relating to items that will not be reclassified to profit or loss (11,39.57) 94.59
Subtotal (A) 30,53.79 2,64.46
B i. Items that will be reclassified to profit or loss
(a) Net gains/(losses) on cash flow hedges 15,86.28 29,38.53
(b) Debt Instruments through Other Comprehensive Income (74,35.32) 77,66.37
ii. Income tax relating to items that will be reclassified to profit or loss 18,71.32 (19,54.64)
Subtotal (B) (39,77.72) 87,50.26
Other Comprehensive Income (A + B) (9,23.93) 90,14.72
XI Total comprehensive income for the year 42,63.93 (849,38.58)
XII Earning per equity shares (face value of ₹ 100/- each) 32
Basic (in ₹) (2.46) (21.74)
Diluted (in ₹) (2.46) (21.74)
See accompanying notes forming part of financial statements (1 to 54)
As per our report of even date attached
For KALYANIWALLA & MISTRY LLP
Chartered Accountants
Firm Registration Number: 104607W / W100166

Sai Venkata Ramana Damarla P. S. Jayakumar P. B. Balaji

Partner Director Director
Membership No. 107017 (DIN - 01173236) (DIN - 02762983)

Place: Mumbai

Date: April 29, 2024 Samrat Gupta

Managing Director & CEO
(DIN – 07071479)

Ridhi Gangar Vinay Lavannis

Chief Financial Officer Company Secretary
(Membership No – A7911)
Place: Mumbai
Date: April 29, 2024
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)
Cash flow statement for the year ended March 31, 2024
(₹ in lakhs)
For the year ended For the year ended
Particulars March 31 March 31
2024 2023 (Refer note 35)
A. CASH FLOW FROM OPERATING ACTIVITIES

Net profit/(loss) before tax 224,14.72 (918,74.21)

Adjustments for:
Interest income on loans, deposits & investments (3813,84.98) (4285,88.67)
Finance costs (other than Interest expense on lease liability) 2489,89.84 2697,23.83
Interest expense on lease liability 6,77.21 6,48.78
Dividend income (12,95.46) (3,77.37)
Gain on sale of investments (133,20.76) (158,52.17)
Mark to market (gain)/loss on investments measured at fair value through profit or loss (618,56.98) (5,33.06)
Allowance for loan losses and write-off loans 1101,53.91 2025,64.48
Allowance for doubtful loans and advances (others) (net of write-off) 26,49.51 3,56.79
Depreciation and amortization 31,11.90 24,23.89
(Profit)/Loss on sale of property, plant and equipments (39.96) (25.34)
Balances written back (6,13.23) (15,52.54)
Forex (gain)/loss on derivative instruments 9,26.70 10,09.69
Loss on asset held for sale 33,72.41 71,04.53
Operating cash flow before working capital changes (662,15.17) (549,71.37)
Movements in working capital
Trade payables 35,41.90 53,76.44
Other payables 6,85.28 (13,54.99)
Other financial liabilities 203,65.27 (118,19.05)
Other non-financial liabilities (9,07.33) (2,50.00)
Trade receivables (8,97.84) (6,85.96)
Other receivables (18,21.37) 45,78.98
Other financial assets (3,64.24) (177,85.35)
Provisions 14,47.53 (1,38.92)
Loans 1151,53.24 833,71.39
Non-financial assets (14,10.32) (63,18.38)
Assets held for sale 99,09.46 186,84.37
794,86.41 186,87.16

Finance costs paid (2214,53.33) (2479,31.84)

Interest income received on loans, investments & deposits 3881,81.49 4242,44.78
Income taxes paid (net) (45,33.83) (54,02.37)
Net cash generated from operating activities 2416,80.74 1895,97.73

B. CASH FLOW FROM INVESTING ACTIVITIES

Purchase of property, plant and equipments and intangible assets (40,41.75) (25,04.92)
Proceeds from sale of property, plant and equipments 2,22.08 13,69.88
Purchase of mutual fund units (98764,06.18) (139500,02.50)
Redemption of mutual fund units 98804,35.97 139251,56.71
Redemption of debt securities 1,50.00 51,50.00
Investment in government securities - (1316,93.25)
Distribution from trust securities 58.97 16.54
Investment in treasury bills (5372,29.57) (1508,06.07)
Redemption of treasury bills 5380,00.00 2005,00.00
Sale of government securities - 853,00.00
Dividend income 12,95.46 3,77.37
Deposits/restricted deposits with banks (3,86.51) (45,46.21)
Realisation of deposits/restricted deposits with banks 61,84.96 418,26.87
Net cash generated from investing activities 82,83.43 201,44.42
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)
Cash flow statement for the year ended March 31, 2024
(₹ in lakhs)
For the year ended For the year ended
Particulars March 31 March 31
2024 2023 (Refer note 35)

C. CASH FLOW FROM FINANCING ACTIVITIES

Increase in cash credit (net) 68,05.93 73,62.79
Proceeds from debt securities 6838,24.06 6475,97.29
Repayment of debt securities (9622,00.00) (8872,50.00)
Proceeds from issue of perpetual debt (net of issue expenses) - 357,16.07
Repayment of sub-ordinated liabilities (230,10.00) (190,40.00)
Proceeds from borrowings (other than debt securities) 19381,94.61 19102,99.25
Repayment of borrowings (other than debt securities) (18187,51.54) (19862,66.32)
Interest payment on lease liability (6,77.21) (6,48.77)
Principal payment of lease liability (14,27.87) (12,59.75)
Repayments of collateralised debt obligation (74,87.24) -
Redemption of long term debenture (1600,00.00) -
Distributions made to holders of Instruments entirely equity in nature (174,25.12) (140,88.25)
Proceeds from issue of equity shares - 563,68.67
Net cash (used in) from financing activities (3621,54.38) (2512,09.02)

Net (decrease in) cash and cash equivalents (A + B + C) (refer note below) (1121,90.21) (414,66.87)

(₹ in lakhs)
Particulars For the year ended For the year ended
March 31 March 31
2024 2023 (Refer note 35)
Cash and cash equivalents at the beginning of the year 4123,16.79 4402,47.83
Balances included on account of common control transaction - 135,35.83
Cash and cash equivalents at the end of the year (Refer Note 5) 3001,26.60 4123,16.79
See accompanying notes forming part of financial statements (1 to 54)

Note:
1. Finance costs has been considered as arising from operating activities in view of the nature of the Company's business.
2. The Statement of Cash Flows has been presented using indirect method as per the requirements of Ind AS 7 Statement of Cash Flows.

As per our report of even date attached For and on behalf of the Board of Directors
For KALYANIWALLA & MISTRY LLP
Chartered Accountants
Firm Registration Number: 104607W / W100166

Sai Venkata Ramana Damarla P. S. Jayakumar P. B. Balaji

Partner Director Director
Membership No. 107017 (DIN - 01173236) (DIN - 02762983)

Place: Mumbai
Date: April 29, 2024
Samrat Gupta
Managing Director
& CEO
(DIN - 07071479)

Ridhi Gangar Vinay Lavannis

Chief Financial Officer Company Secretary
Membership No:-A7911

Place: Mumbai
Date: April 29, 2024
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)
Statement of changes in equity for the year ended March 31, 2024

A. Equity share capital (₹ in lakhs)

Particulars As at March 31, 2024 As at March 31, 2023
Number ₹ Number ₹
Shares outstanding at the beginning of the year 170,049,735 1700,49.74 170,049,735 1700,49.74
Changes in Equity Share Capital due to prior period errors - - - -
Restated balance at the beginning of the year 170,049,735 1700,49.74 170,049,735 1700,49.74
- -
Allotment of shares on account of Demerger Scheme (refer
326,889,441 3268,89.44 - -
note 35)
Shares outstanding at the end of the year 496,939,176 4969,39.18 170,049,735 1700,49.74

The Authorized equity Share Capital has been increased from existing Rs. 5300,00,00,000/- (Rupees five thousand and three hundred Crores only) divided into 53,00,00,000 (Fifty three Crores) Equity Shares of Rs. 100/- (Rupees
Hundred only) each to Rs. 6300,00,00,000/- (Rupees six thousand and three Hundred crores only) divided into 63,00,00,000 (sixty-three Crore) Equity Shares of Rs. 100/- (Rupees hundred only) each vide Shareholders approval dated
May 25, 2023.
B. Instruments entirely equity in nature
(₹ in lakhs)
(i) Perpetual Debt As at March 31, 2024 As at March 31, 2023
Number ₹ Number ₹
Balance as at beginning of the year 18,080 1808,00.00 14,480 1448,00.00
Issued during the year - - 3,600 360,00.00 .
Balance as at end of the year 18,080 1808,00.00 18,080 1808,00.00
Remeasurements of the defined benefit plans
C. Other equity (₹ in lakhs)
Reserve and Surplus Other components of equity
Special reserve* Capital Securities Capital Reserve General Retained earnings Equity Debt Cost of Hedging Total other
Particulars
Demerger redemption Premium Account reserve instruments instruments Hedging Reserve equity
Reserve reserve through OCI through OCI Reserve
Undistributable Distributable
(Ind AS 101)
Balance as at April 1, 2023 (2415,11.35) 385,80.79 0.02 4014,20.30 188,46.37 17,63.52 108,46.28 (2881,85.78) 62,81.87 463,18.02 (6,35.89) 21,95.82 (40,80.03)
a) Profit for the year - - - - - - - 51,87.86 - - - - 51,87.86
b) Other comprehensive income /(loss) for the year - - - - - - - - 33,88.28 (55,64.00) 21,41.28 (5,55.00) (5,89.44)
c) Remeasurements of the defined benefit plans - - - - - - - (3,34.49) - - - - (3,34.49)
d) Total comprehensive income for the year - - - - - - - 48,53.37 33,88.28 (55,64.00) 21,41.28 (5,55.00) 42,63.93
e) Issue expenses on equity (Net of tax) - - - - - - - (30,73.79) - - - - (30,73.79)
f) Distributions made to holders of Instruments entirely - - - - - - - (174,25.12) - - - -
(174,25.12)
equity in nature
g) Transfer to Special Reserve - 10,37.50 - - - - - (10,37.50) - - - - 0.00
Balance as at March 31, 2024 (2415,11.35) 396,18.29 0.02 4014,20.30 188,46.37 17,63.52 108,46.28 (3048,68.82) 96,70.15 407,54.02 15,05.39 16,40.82 (203,15.01)
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)
Statement of changes in equity for the year ended March 31, 2024
(₹ in lakhs)
Reserve and Surplus Other components of equity
Special reserve* Capital Securities Capital Reserve General Retained earnings Equity Debt Cost of Hedging Total other
Particulars
Demerger redemption Premium Account reserve instruments instruments Hedging Reserve equity
Reserve reserve through OCI through OCI Reserve
Undistributable Distributable
(Ind AS 101)
Balance as at April 1, 2022 (Restated) (2545,98.74) 133,87.07 - - - - (66,16.87) (48,84.45) - 81,83.19 - - (2445,29.80)
a) Included pursuant to common control transaction
- 236,66.74 0.02 4014,20.30 188,46.37 17,63.52 174,63.15 (1739,92.61) 65,61.15 323,23.10 (4,57.02) (9,21.58) 3266,73.14
b) Profit/(loss) for the year - - - - - - - (939,53.30) - - - - (939,53.30)
c) Other comprehensive income /(loss) for the year - - - - - - -
- (2,79.28) 58,11.73 (1,78.87) 31,17.40 84,70.98

d) Remeasurements of the defined benefit plans - - - - - - - 5,43.74 - - - - 5,43.74

e) Total comprehensive income / (loss) for the year
- 236,66.74 0.02 4014,20.30 188,46.37 17,63.52 174,63.15 (2674,02.17) 62,81.87 381,34.83 (6,35.89) 21,95.82 2417,34.56

f) Distributions made to holders of Instruments entirely - - - - - - - - - -

- (140,88.25) (140,88.25)
equity in nature
g) Issue expenses on Instruments entirely equity in nature - - - - - - - - - -
- (2,83.93) (2,83.93)
h) Transfer to Special Reserve - 15,26.98 - - - - (15,26.98) - - - - -
i) Opening balance sheet adjustment pursuant to - - - - - - - - - - -
130,87.39 130,87.39
common control transaction
Balance as at March 31, 2023 (2415,11.35) 385,80.79 0.02 4014,20.30 188,46.37 17,63.52 108,46.28 (2881,85.78) 62,81.87 463,18.02 (6,35.89) 21,95.82 (40,80.03)
*As per Section 45-IC of the Reserve Bank of India Act,Check #REF! is required to#REF!
1934, the Company create a reserve #REF! #REF! a sum not less#REF!
fund and transfer therein #REF!
than 20% of its net profit every year as disclosed in the #REF! #REF!
Statement of Profit and Loss and before any dividend#REF!
is declared. No appropriation of any sum
from the reserve fund can be made by the Company except for the purpose as may be specified by the Reserve Bank of India from time to time and every such appropriation shall be reported to the Reserve Bank of India within twenty-one days from the date of such withdrawal. The Company
transfers said amount at the end of the financial year.
See accompanying notes forming part of financial statements (1 to 54)

As per our report of even date attached For and on behalf of the Board of Directors
For KALYANIWALLA & MISTRY LLP
Chartered Accountants
Firm Registration Number: 104607W / W100166

Sai Venkata Ramana Damarla P. S. Jayakumar P. B. Balaji

Partner Director Director
Membership No. 107017 (DIN - 01173236) (DIN - 02762983)

Place : Mumbai
Date: April 29, 2024
Samrat Gupta
Managing Director
& CEO
(DIN – 07071479)

Ridhi Gangar Vinay Lavannis

Chief Financial Officer Company Secretary
Membership No:-A7911

Place: Mumbai
Date: April 29, 2024
TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)

Notes forming part of the financial statements for the year ended March 31, 2024

1 Company information

Tata Motors Finance Limited (Formerly known as Tata Motors Finance Solutions Limited) ("the Company") is a public limited Company
incorporated and domiciled in India and has its registered office in Mumbai, India.
The Company is registered as a Systemically Important Non-Banking Financial (Non-Deposit Accepting or Holding) Company ("NBFC") under
section 45-IA of the Reserve Bank of India ('RBI'), Act 1934 with effect from March 04, 1998. The Company is a subsidiary of TMF Holdings Limited.
The company is also registered as a corporate agent with Insurance Regulatory and Development Authority of India having registration no.
CA0875.
The Company is engaged primarily in lending activities in providing finance, a) for new and pre-owned vehicles, b) to dealers and vendors of
ultimate holding company (referred to as "Tata Motors Limited") and c) providing commercial vehicles and passenger vehicles on finance lease,
through its pan India branch network.
The financial statements were approved by the Board of Directors and authorised for issue on April 29, 2024.

2 Basis of preparation of financial statements

2.1 Statement of compliance
The financial statements of the Company have been prepared in accordance with Indian Accounting Standards ('Ind AS') prescribed under
section 133 of the Companies Act, 2013 (the ‘Act') read with relevant rules issued thereunder and the other accounting principles generally
accepted in India. Any application guidance/ clarifications/ directions issued by the Reserve Bank of India or other regulators are implemented as
and when they are issued/ applicable.
The preparation of financial statements requires the use of certain critical accounting estimates and assumptions that affect the reported
amounts of assets, liabilities, revenues and expenses and the disclosed amount of contingent liabilities. Areas involving a higher degree of
judgement or complexity, or areas where assumptions are material to the Company are discussed in Note 3.1 - material accounting judgements,
estimates and assumptions.
The financial statements are presented in Indian Rupees (INR) and all values are rounded to the nearest lacs, except when otherwise indicated.

2.2 Historical cost convention

The financial statements have been prepared on historical cost basis except for certain financial instruments and plan assets of defined benefit
plans, which are measured at fair value at the end of each reporting period as explained in the accounting policies below.

2.3 Presentation of financial statements

The financial statements of the Company are presented as per Schedule III (Division III) of the Companies Act, 2013 applicable to NBFCs, as
notified by the Ministry of Corporate Affairs (MCA). The Statement of Cash Flows has been presented using indirect method as per the
requirements of In AS 7 Statement of Cash Flows.

3 MATERIAL ACCOUNTING POLICIES

The material accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently
applied to all the years presented, unless otherwise stated.

(i) Use of estimates and judgments

The preparation of financial statements in conformity with Ind AS requires management to make judgments, estimates and assumptions that
affect the application of accounting policies and reported amounts of assets, liabilities and disclosures of contingent liabilities at the date of these
financial statements and reported amounts of income and expenses for the years presented. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed at each balance sheet date. Revisions to accounting estimates are recognised in the period in
which the estimates is revised and future period affected.
In particular, information about material areas of estimation uncertainty and critical judgments in applying accounting policies that have the
most material effect on the amounts recognized in the financial statements are included in following notes :
a) Note 3 (x)- Business model assessment for classification and measurement of financial assets
b) Note 3 (x) & 43- Impairment allowances of financial assets based on the expected credit loss model.
c) Note 3(v) and 3(vi)- Useful lives of property, plant and equipment and intangible assets.
d) Note 3(viii) and 37- Measurement of assets and obligations of defined benefit employee plans.
e) Note 3(iv) and 12- Recoverability and recognition of deferred tax assets.
f) Note 3(ix), 21 & 48F- Measurement of provisions and contingencies.
g) Note 3(xii) and 38- Fair value measurement of financial instruments.
h) Note (x)- Effective Interest Rate (EIR) methodology that represents the best estimate of a constant rate of return over the expected behavioral
life of financial instruments
i) Note (vii)- Determination of lease term where the Company is a lessee
TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)

Notes forming part of the financial statements for the year ended March 31, 2024

(ii) Revenue recognition

Revenue from Operations

(a) Income on loans arising from financing activities
The Company recognises the interest income by applying the Effective Interest Rate (EIR) to the gross carrying amount of financial assets other
than credit-impaired assets. When a financial asset becomes credit-impaired, the Company calculates interest income by applying the effective
interest rate to the net amortized cost of the financial asset.
The EIR in case of a financial asset is computed
- the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the gross carrying amount of a
financial asset.
- by considering all the contractual terms of the financial instrument in estimating the cash flows.
- Including all fees/service charges and incentives paid and received between parties to the contract that are an integral part of the effective
interest rate, transaction costs, and all other premiums or discounts.

Any subsequent changes in the estimation of the future cash flows is recognised in interest income with the corresponding adjustment to the
carrying amount of the assets.

Overdue Interest is recognised on a point-in-time basis, and are recorded on realisation basis.

(iii) Income from direct assignment

Gains (also known as the right of excess interest spread (EIS)) arising out of direct assignment transactions comprise the difference between the
interest on the loan portfolio and the applicable rate at which the direct assignment is entered into with the assignee. The future EIS basis the
scheduled cash flows on execution of the transaction, discounted at the applicable rate entered into with the assignee is recorded upfront in the
statement of profit and loss. Any subsequent changes in the excess interest spread is recognised with the corresponding adjustment to the
carrying amount of the assets.

The Company recognises either a servicing asset or a servicing liability for servicing contract. If the fee to be received is expected to be more than
adequate compensation for the servicing activities, a servicing asset is recognised with a corresponding credit in Statement of Profit and Loss. If
the fee to be received is not expected to compensate the Company adequately for performing the servicing activities, a servicing liability for the
servicing obligation is recognised with a corresponding charge to Statement of Profit and Loss.

(iv) Income Taxes

Income tax expense comprises current and deferred taxes. Income tax expense is recognised in the statement of profit & loss except when they
relate to items that are recognised outside the statement of profit and loss (whether in other comprehensive income or directly in equity), in
which case tax is also recognised outside the statement of profit and loss. Current income taxes are determined based on respective taxable
income of Company and tax rules applicable for respective tax jurisdictions.

Deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the carrying values of assets
and liabilities and their respective tax bases, and unutilised business loss and depreciation carry-forwards and tax credits. Such deferred tax
assets and liabilities are computed separately. Deferred tax assets are recognised to the extent that it is probable that future taxable income will
be available against which the deductible temporary differences, unused tax losses, depreciation carry-forwards and unused tax credits could be
utilized.

Deferred tax assets and liabilities are measured based on the tax rates that are expected to apply in the period when the asset is realised or the
liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date. The effect of
changes in tax rates on deferred income tax assets and liabilities is recognized as income or expense in the period that includes the enactment or
the substantive enactment date.

Current and deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax
liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current and deferred
tax assets and liabilities on a net basis.

(v) Property, Plant and equipment

Property, plant and equipment (PPE) are stated at cost of acquisition less accumulated depreciation and impairment, if any. Cost includes
purchase price, non-refundable taxes and levies and other directly attributable costs of bringing the assets to its location and working condition
for its intended use.
TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)

Notes forming part of the financial statements for the year ended March 31, 2024

Depreciation is provided on the straight-line method over the useful lives of the assets considering the nature, estimated usage, operating
conditions, past history of replacement and anticipated technological changes.
Schedule II to the Companies Act 2013 (‘Schedule’) prescribes the useful lives for various class of assets. For certain class of assets, based on
technical evaluation and assessment, Management believes that, the useful lives adopted by it reflects the periods over which these assets are
expected to be used. Accordingly for those assets, the useful lives estimated by management are different from those prescribed in the Schedule.
Management’s estimates of the useful lives for various class of PPE are as given below:

Type of Asset Estimated useful life

Building 19 & 60 years
Data Processing Machines 3 years
Furniture & Fixture 5 & 10 years
Office Equipment 2 to 10 years
Vehicles 4 & 5 years

The useful lives and method of depreciation is reviewed at least at each year-end. Changes in expected useful lives are treated as change in
accounting estimates.

However, leasehold improvements and PPE located in leasehold premises are depreciated on a straight-line method over shorter of their
respective useful lives or the tenure of the lease arrangement.

Assets costing less than ₹ 5,000/- are expensed off at the time of purchase.

(vi) Other intangible assets

Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination
is its fair value at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and
accumulated impairment losses, if any.

Intangible assets with finite lives are amortised over the useful economic life and assessed for impairment, whenever there is an indication that
the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life are
reviewed at least at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future
economic benefits embodied in the asset are considered to modify the amortisation period or method, as appropriate, and are treated as
changes in accounting estimates. The amortisation expense on intangible assets with finite lives is recognised in the statement of Profit and Loss
unless such expenditure forms part of carrying value of another asset. Intangible assets are amortised on a straight-line basis over their
estimated useful lives.

Intangible assets and their useful lives are as under

Type of asset Estimated useful life
Software 5 years

(vii) Leases
Contracts/arrangements, or part of a contract/arrangement meeting the definition of "lease" and falling within the scope of Ind AS 116 "Leases"
to follow accounting policies mentioned below

(A) Company is a Lessee- Assets taken on lease

(i) Right of use of assets
The Company recognises right-of-use assets at the commencement date of the lease. Right-of-use assets are measured at cost, less accumulated
depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount
of lease liabilities recognised, initial direct costs incurred and lease payments made at or before the commencement date less any lease
incentives received. Unless the Company is reasonably certain to obtain ownership of the leased asset at the end of the lease term, the
recognised right-of-use assets are depreciated on a straight-line basis over the shorter of its estimated useful life and lease term. Right-of-use
assets are subject to impairment.

(ii) Lease liabilities

At the commencement date of the lease, the Company recognises lease liabilities measured at the present value of lease payments to be made
over the lease term. The lease payments include fixed payments and the exercise price of a purchase option reasonably certain to be exercised
by the Company and payments of penalties for terminating a lease, if the lease term reflects the Company exercising the option to terminate.
TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)

Notes forming part of the financial statements for the year ended March 31, 2024

In calculating the present value of lease payments, the Company uses the incremental borrowing rate at the lease commencement date if the
interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect
the accretion of interest with corresponding amount recognised in finance cost under the statement of profit and loss and reduced for the lease
payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change
in the in-substance fixed lease payments or a change in the assessment to purchase the underlying asset.

(iii) Short-term leases and leases of low-value assets

The Company applies recognition exemption of not to recognise right-of-use assets and lease liabilities for short-term leases (i.e., those leases
that have a lease term of 12 months or less from the commencement date and do not contain a purchase option) and low-value assets that are
considered of low value. Lease payments on short-term leases and leases of low-value assets are recognised as expense in the statement of profit
and loss on a straight-line basis over the lease term.

(B) Company as a Lessor

Lease classification is made at the inception date and is reassessed only if there is a lease modification. Changes in estimates (for example,
changes in estimates of the economic life or of the residual value of the underlying asset), or changes in circumstances (for example, default by
the lessee), is not a lease modification do not give rise to a new classification of a lease for accounting purposes.

Assets given on finance lease

The Company has given vehicles on lease where it has transferred substantially all the risks and rewards incidental to ownership of an vehicle and
hence these are classified as finance lease.
Assets given under finance lease are recognised as a finance lease receivable at an amount equal to the net investment in the lease. The net
investment in the lease is calculated by discounting the gross investment in lease at the interest rate implicit in the lease. Lease rentals for the
period are apportioned between principal and interest income. The portion of principal amount reduces the net investment in the lease. Interest
(finance) income is recognised in the statement of profit or loss under Interest Income over the lease term, based on a pattern reflecting a
constant periodic rate of return on the Company's net investment in the lease.

(viii) Employee benefits

(A) Short - term employee benefits

The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services rendered by employees is
recognised during the period when the employee renders the service. These benefits include salaries and performance incentives/bonuses which
are expected to occur within twelve months after the end of the period in which the employee renders the related services.

(B) Post Employment/retirement benefit Plans

(1) Defined contribution plans

For provident fund and superannuation fund, the company does not carry any further obligations, apart from the contributions made.
Payments/contributions to the Company’s defined contribution plans are accounted for on an accrual basis (i.e. when employees have rendered
the service entitling them to the contribution) and are recognised as an expense in the Statement of Profit and Loss.

Superannuation fund
Contribution to the superannuation fund is made at 15% of basic salary for the employees who have opted to the scheme, managed by the
ultimate holding company and is charged to the Statement of Profit and Loss on accrual basis.

(a) Provident fund

The employees are entitled to receive benefits under provident fund, where both, the employees and the Company, make monthly contributions
at a specified percentage of the covered employees’ basic salary. The contribution is paid to the Regional Provident Fund office. The Company
has no liability for future benefits other than its annual contribution and recognises such contributions as an expense in the year in which
employee renders the related services.

(a) Gratuity

For defined benefit schemes in the form of gratuity plan, the cost of providing benefits is actuarially determined using the projected unit credit
method, with actuarial valuations being carried out at each year end. The retirement benefit obligation recognised in the Balance Sheet
represents the present value of the defined benefit obligation as reduced by the fair value of scheme assets.
The Company have an obligation towards gratuity, post employment/retirement defined benefit plan covering eligible employees. The benefit is
in the form of lump sum payments to eligible employees on resignation, retirement, or death while in employment or on termination of
employment of an amount equivalent to 15 days’ to 30 days’ basic salary payable for each completed year of service. Vesting occurs upon
completion of five years of service. The liability determined basis actuarial valuation is compared with the fair value of plan assets and the
shortfall or excess is accounted for as a liability or an asset respectively.
TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)

Notes forming part of the financial statements for the year ended March 31, 2024

The present value of the said obligation is determined by discounting the estimated future cash outflows, using market yields of government
bonds of equivalent term and currency to the liability.

The interest income / (expense) are calculated by applying the discount rate to the net defined benefit liability or asset. The net interest income /
(expense) on the net defined benefit liability is recognised in the Statement of Profit and loss.

Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in the period in
which they occur, directly in OCI. They are included in retained earnings in the Statement of Changes in Equity and in the Balance Sheet.

Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are recognised immediately in
profit or loss as past service cost.

(C) Other long term employee benefit plans

(1) Defined benefit plans

(a) Compensated absences

The liabilities for compensated absences are not expected to be settled wholly within 12 months after the end of the period in which the
employees render the related service. They are therefore measured as the present value of expected future payments to be made in respect of
services provided by employees up to the end of the reporting period using the projected unit credit method. The benefits are discounted using
the appropriate market yields at the end of the reporting period that have terms approximating to the terms of the related obligation.
Remeasurements as a result of experience adjustments and changes in actuarial assumptions are recognised in the Statement of Profit or Loss.

(ix) Provisions and Contingent Liabilities

A provision is recognised if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably,
and it is probable that an outflow of economic benefits will be required to settle the obligation.
If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows to the net present
value using an appropriate pre-tax discount rate that reflects current market assessments of the time value of money and, where appropriate,
the risks specific to the liability.
A present obligation that arises from past events, where it is either not probable that an outflow of resources will be required to settle or a
reliable estimate of the amount cannot be made, is disclosed as a contingent liability. Contingent liabilities are also disclosed when there is a
possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more
uncertain future events, not wholly within the control of the Company.
Claims against the Company, where the possibility of any outflow of resources in settlement is remote, are not disclosed as contingent liabilities.
Provisions, contingent liabilities and contingent assets are reviewed at each Balance Sheet date.
Contingent assets are disclosed where an inflow of economic benefits is probable. Contingent assets are not recognised in the financial
statements.

(x) Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another
entity. Financial instruments are recognised when the Company becomes a party to the contractual provisions of the instrument.

(A) Financial assets

Initial recognition and measurement

All financial assets are recognised initially at fair value. However, in the case of financial assets not recorded at fair value through profit or loss,
transaction costs that are attributable to the acquisition of the financial asset are added to the fair value. The transaction costs directly
attributable to the acquisition of financial assets at fair value through profit or loss are immediately recognised in profit or loss.
Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the market
place (regular way trades) are recognised on the trade date, i.e., the date that the Company commits to purchase or sell the asset.

Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of
principal and interest.
TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)

Notes forming part of the financial statements for the year ended March 31, 2024

Classification and Subsequent measurement

For the purposes of initial recognition, financial assets are classified in the following categories :-
a. at amortised cost, or
b. at fair value through other comprehensive income (FVOCI), or
c. at fair value through profit or loss (FVTPL)

The above classification depends on the Company’s business model for managing the financial assets and the contractual terms of the cash flow.

(I) Debt Instruments

Initial classification of debt instruments depends on the Company's business model for managing the asset and the cash flow characteristics of
the asset. There are three measurement categories into which the Company classifies its debt instruments.

(a) At amortised cost:

A debt instrument is measured at amortised cost, if both the following conditions are satisfied/ fulfilled
- The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows; and
- Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal
amount outstanding.

After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR.
The EIR amortisation is included in interest income in the profit or loss. The losses arising from impairment are recognised in the profit or loss.
This category generally applies to loans arising from financing activities and investments.

(b) At FVTOCI:
A debt instrument is classified at FVTOCI, if both of the following criteria are met:
- The objective of the business model is achieved both by collecting contractual cash flows and selling the financial assets; and
- Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal
amount outstanding.
Debt instruments included within the FVTOCI category are measured initially as well as at each reporting date at fair value. These loans are
measured as the present value of all future cash receipts discounted using the prevailing market rate of interest (i.e. Interest rate at which loans
are assigned during the relevant quarter). Fair value movements are recognised in the other Comprehensive Income (OCI). However, the
Company recognises interest income, impairment losses and reversals in the Statement of Profit and Loss. On derecognition of the asset,
cumulative gain or loss previously recognised in OCI is reclassified from the equity to the Statement of Profit and Loss. Interest earned whilst
holding FVTOCI debt instrument is reported as interest income using the EIR method.

(c) At FVTPL:
FVTPL is a residual category for debt instruments. Any debt instrument, which does not meet the criteria for categorisation as at amortized cost
or as FVTOCI, is classified as at FVTPL.
In addition, the Company may elect to designate a debt instrument, which otherwise meets amortised cost or FVTOCI criteria, as at FVTPL.
However, such election is allowed only if doing so reduces or eliminates a measurement or recognition inconsistency (referred to as ‘accounting
mismatch’).
Debt instruments included within the FVTPL category are measured at fair value with all changes recognized in the Statement of Profit and Loss.
Derivatives embedded in a host contract that is an asset within the scope of Ind AS 109 are not separated. Financial assets with embedded
derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.

(II) Equity Instruments/investments

Investments in equity instruments are measured at fair value. Equity instruments, which are held for trading, are classified as at FVTPL. For equity
instruments, other than held for trading, the Company has irrevocable option to present in OCI subsequent changes in the fair value. The
Company makes such election on an instrument-by-instrument basis. The classification is made on initial recognition and is irrevocable.

Where the Company classifies equity instruments as at FVTOCI, then all fair value changes on the instrument, excluding dividends, are recognized
in the OCI. There is no recycling of the amounts from OCI to Statement of Profit and Loss, even on sale of investment.

Equity instruments included within the FVTPL category are measured at fair value with all changes recognised in the Statement of Profit and Loss.
TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)

Notes forming part of the financial statements for the year ended March 31, 2024

(III) Impairment of financial assets

The Company applies the Expected Credit Loss (ECL) model in accordance with Ind AS 109 for recognising impairment loss on financial assets
except for
- equity instruments which are not subject to impairment under Ind AS 109, and
- other debt financial assets held at fair value through profit or loss (FVTPL)
The ECL allowance is based on the credit losses expected to arise from all possible default events over the expected life of the financial assets
('lifetime ECL), unless there had been no material increase in credit risk of a default occurring since origination or initial recognition, in which
case, the impairment allowance is based on the 12-month ECL. The 12-month ECL is a portion of the lifetime ECL which results from default
events that are possible within 12 months after the reporting date.
ECL (both life time and 12 months) are calculated on a collective basis considering the homogeneous nature of the underlying portfolio of
financial assets.

The impairment methodology applies depends on whether there has been material increase in credit risk. When determining whether credit risk
of a financial asset has increased materially since initial recognition and when estimating expected credit losses, the Company considers
reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and
qualitative information and analysis, including on historical experience and forward-looking information.

The expected credit loss is a product of exposure at default (‘EAD’), probability of default (‘PD’) and loss given default (‘LGD’). The Company has
devised an internal model to evaluate the PD and LGD based on the parameters set out in Ind AS 109. Accordingly, the financial assets have been
segmented into three stages based on the risk profiles. The three stages reflect the general pattern of credit deterioration of a financial assets.
The Company categorises financial assets at the reporting date into stages based on the days past due (‘DPD’) status as under:
- Stage 1: Low credit risk, i.e. 0 to 30 days past due
- Stage 2: material increase in credit risk, i.e. 31 to 90 days past due
- Stage 3: Credit Impaired assets, i.e. more than 90 days past due or cases where the company reported as fraud and additionally in case of
corporate lending business, customers identified as non-operative at holding company are categorised as stage-3.

For restructured cases which are not getting covered under any specific regulatory package issued by RBI, as a part of qualitative assessment of
whether a customer is in default (i.e. credit impaired), the Company carefully considers and assesses various instances to determine whether the
restructuring of a loan or advance should result in treating the customer as defaulted and therefore assessed as stage 3 for ECL calculations.

Definition of default
The Company considers a financial asset to be in “default” and therefore Stage 3 (credit impaired) for ECL calculations when the borrower
becomes 90 days past due on its contractual payments or reported as fraud. Pursuant to RBI Circular RBI/2021-22/125
DOR.STR.REC.68/21.04.048/2021-22 dated November 12, 2021, on ´Prudential Norms on Income Recognition, Asset Classification and
Provisioning pertaining to Advances – Clarifications and Subsequent clarification issued on February 15, 2022, effective October 1, 2022, Stage 3
borrowers are upgraded when all outstanding dues are fully repaid.

LGD is an estimate of the loss arising in the case where a default occurs at a given time. It is based on the difference between the contractual
cash flows due and those that the Company would expect to receive, including from the realisation of any collateral. It is usually expressed as a
percentage of the EAD.

PD is defined as the probability of whether the borrowers will default on their obligations in the future. For assets which are in Stage 1, a 12-
month PD is required. For Stage 2 assets a lifetime PD is required while Stage 3 assets are considered default. PD estimation process is done
based on historical internal data available with the Company.

EAD represents gross carrying amount at the reporting date in case of Stage 1 and Stage 2. In case of Stage 3 loans EAD represents gross carrying
amount at the time when the default occurred for first time.

Forward looking information

While estimating the expected credit losses, the Company reviews macro-economic developments occurring in the economy and market it
operates in. On a periodic basis, the Company analyses if there is any relationship between key economic trends like Gross Domestic Product
(GDP), Brent rates, benchmark rates set by the Reserve Bank of India, inflation etc. with the estimate of PD determined by the Company based on
its internal data. While the internal estimates of PD rates by the Company may not be always reflective of such relationships, temporary overlays,
if any, are embedded in the methodology to reflect such macro-economic trends reasonably.
Based on the consideration of external actual and forecast information, the Company forms a ‘base case’ view of the future direction of relevant
economic variables. This process involves developing two or more additional economic scenarios and considering the relative probabilities of
each outcome. The base case represents a most likely outcome while the other scenarios represent more optimistic and more pessimistic
outcomes.
TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)

Notes forming part of the financial statements for the year ended March 31, 2024

Collateral valuation:
The Company creates & secures first and exclusive collateral charge at the time of loan origination on all vehicles for which vehicle financing loans
are given. Hypothecation endorsement is obtained in favour of the Company in the Registration Certificate of the Vehicle funded under the
vehicle finance category. Any surplus remaining after settlement of outstanding loan by way of sale of vehicle (collateral) is returned to the
customer. In case where the Company has settled outstanding dues against repossession of the underlying collateral, collateral is recorded as
assets held for sale in the balance sheet.

The Company enters into a financial guarantee contracts which require the issuer of such contract to reimburse the Company for a loss it incurs
because a specified customer fails to make payment when due in accordance with the terms of the loan. For these separate third party financial
guarantee contracts, the Company recognises a reimbursement asset of an amount expected to receive from issuer of financial guarantee with a
corresponding reimbursement gain as a reduction in the impairment charge in the Statement of profit and loss, if it is considered virtually certain
that a reimbursement would be received if the specified customer fails to make payment when due in accordance with the terms of the loans.
Reimbursement gain is presented as other financial assets in the balance sheet.

The measurement of impairment losses across all the categories of financial assets requires judgement, in particular, the estimation of the
amount and timing of future cash flows and collateral values when determining impairment losses and the assessment of a material increase in
credit risk. These estimates are driven by a number of factors, changes in which can result in different levels of allowances. The Company’s ECL
calculations are outputs of complex models with a number of underlying assumptions regarding the choice of variable inputs and their
interdependencies. The inputs and models used for calculating ECLs may not always capture all characteristics of the market at the date of
financial statements. The Company regularly reviews its models in the context of actual loss experience and makes adjustments when such
differences are materially material.

The amount of ECL (or reversal) at the reporting date is recognised as an impairment loss/(gain) in the statement of profit and loss.

ECL on Debt instruments measured at amortised cost

The ECLs for debt instruments measured at amortised cost is reduced from the gross carrying amount of these financial assets in the balance
sheet.

ECL on Debt instruments measured at fair value through OCI

The ECLs for debt instruments measured at FVOCI do not reduce the gross carrying amount of these financial assets in the balance sheet, which
remains at fair value. Instead, an amount equal to the allowance that would arise if the assets were measured at amortised cost is recognised in
OCI as an accumulated impairment amount, with a corresponding charge to profit or loss. The accumulated loss recognised in OCI is recycled to
the profit and loss upon derecognition of the assets.

Write-off
The gross carrying amount of a financial assets is written- off (either partially or fully) to the extent that there is no reasonable expectation of
recovering the asset in its entirety or a portion thereof. However, financial assets that are written off could still be subject to enforcement
activities under the Company’s recovery procedures, taking into account legal advice where appropriate. Any subsequent recoveries against such
financial assets are credited to the statement of profit and loss.

(IV) Derecognition of financial assets

The Company de-recognises a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the
financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Company neither transfers nor retains
substantially all the risks and rewards of ownership and continues to control the transferred asset, the Company recognises its retained interest
in the asset and an associated liability for amounts it may have to pay. If the Company retains substantially all the risks and rewards of ownership
of a transferred financial asset, the Company continues to recognise the financial asset and also recognises an associated liability as collateralised
borrowing for the proceeds received.
On de-recognition of a financial asset, the difference between the asset’s carrying amount and the sum of the consideration received and
receivable and the cumulative gain or loss that had been recognised in OCI, and accumulated in equity is recognised in the Statement of Profit
and Loss.

(B) Financial liabilities and equity instruments

Classification as debt or equity
Debt and equity instruments, issued by the Company, are classified as either financial liabilities or as equity, in accordance with the substance of
the contractual arrangements and the definitions of a financial liability and an equity instrument.
(I) Financial liabilities
Initial recognition and measurement
All financial liabilities are recognised initially at fair value. However, in the case of financial liabilities not recorded at fair value through profit or
loss, transaction costs that are directly attributable to the issue of financial liabilities are deducted from the fair value of financial liabilities. The
transaction costs directly attributable to the issue of financial liabilities at fair value through profit or loss are immediately recognised in profit or
loss.
The Company’s financial liabilities majorly comprise of trade and other payables, loans and borrowings, including bank overdrafts and cash credit
facility and derivative financial instruments.
Subsequent measurement
All financial liabilities are subsequently measured at amortised cost using the effective interest rate (EIR) method or at fair value through profit or
loss (FVTPL).
TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)

Notes forming part of the financial statements for the year ended March 31, 2024

(a) At FVTPL:
Financial liabilities includes derivative financial instruments entered into by the Company that are not designated and effective as hedging
instruments in hedge relationships as defined by Ind AS 109. Separated embedded derivatives are also classified as held for trading, unless they
are designated as effective hedging instruments.
Financial liabilities, designated upon initial recognition at FVTPL, are designated as such at the initial date of recognition, and only if the criteria in
Ind AS 109 are satisfied.

(b) At amortised cost:

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the Effective Interest Rate
(EIR) method. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral
part of the EIR. The EIR amortisation is included in interest expenses in the profit or loss.

Financial guarantee contracts:

A financial guarantee contract is a contract that requires the issuer to make specified payments to reimburse the holder for a loss it incurs
because a specified debtor fails to make payments when due in accordance with the terms of a debt instrument.
Financial guarantee contracts issued by a Company are initially measured at their fair values and, if not designated as at FVTPL, are subsequently
measured at the higher of:
- the amount of loss allowance determined in accordance with impairment requirements of Ind AS 109 - Financial Instruments; and
- the amount initially recognised less, when appropriate, the cumulative amount of income recognised in accordance with the principles of Ind AS
115 - Revenue from contracts with customers

Derecognition of financial liabilities:

The Company de-recognises financial liabilities when and only when, the Company’s obligations are discharged, cancelled or have expired. The
difference between the carrying amount of the financial liability de-recognised and the consideration paid and payable is recognised in
Statement of Profit and Loss.
Modification/Renegotiation that do not result in derecognition
Changes to the carrying amount of a financial liability as a result of renegotiation or modification of terms that do not result in derecognition of
the financial liability, is recognised in the Statement of Profit and Loss. Any subsequent changes in the estimation of the future cash flows of
financial liability is recognised under finance cost in the statement of profit or loss with the corresponding adjustment to the carrying amount of
the financial liability.

(II) Equity Instrument

An equity instrument is any contract that evidences residual interests in the assets of the Company after deducting all of its liabilities.
Incremental costs incurred which are directly attributable to the issue of new shares are shown in equity as deduction, net of tax, from the
proceeds.

(III) Compound financial Instrument

The components of compound financial instruments issued by the Company are classified separately as financial liabilities and equity in
accordance with the substance of the contractual arrangements and definitions of a financial liability and an equity instrument. A conversion
option that will be settled by exchange of fixed amount of cash or another financial asset for a fixed number of the Company's own equity
instruments is an equity instrument.

At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for similar non - convertible
instruments. This amount is recognised as a liability on an amortised cost basis using the effective interest rate method until extinguished upon
conversion or at the instrument's maturity date.

The conversion option classified as equity is determined by deducting the amount of liability component from the fair value of the compound
financial instruments as a whole. This is recognised and included in equity, net of tax effects, and is not subsequently remeasured. In addition,
the conversion option classified as equity will remain in equity until the conversion option is exercised, in which case, the balance recognised in
equity will be transferred to other component of equity. When the conversion option remains unexercised at the maturity date, the balance
recognised in equity will be transferred to retained earnings. No gain or loss is recognised in profit or loss upon conversion or expiration of the
conversion option.

Transaction costs that relate to the issue of the convertible instrument are allocated to the liability and equity components in proportion to the
allocation of the gross proceeds. Transaction costs relating to the equity component are recognised directly in equity. Transaction costs relating
to the liability component are included in the carrying amount of the liability component and are amortised over the life of the convertible
instrument using effective interest rate method.
TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)

Notes forming part of the financial statements for the year ended March 31, 2024

(xi) Derivatives and Hedging activities

The Company enters into a variety of derivative financial instruments to manage its exposure to interest rate risk and foreign exchange rate risk,
including foreign exchange forward contracts and interest rate swaps. Further details of derivative financial instruments are disclosed in Note 14.
Derivatives are initially recognised at fair value at the date the derivative contracts are entered into and are subsequently remeasured to their
fair value at the end of each reporting date. The resulting gain or loss is recognised in Statement of profit or loss immediately unless the
derivative is designated and effective as a hedging instrument (Refer sub note (a) below), in which event the timing of recognition in profit or loss
depends on the nature of the hedging relationship and nature of the hedge item.

Embedded derivatives
Derivatives embedded in a host contract that is an asset within the scope of Ind AS 109 are not separated. Financial assets with embedded
derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.

Derivatives embedded in all other host contract are separated only if the economic characteristics and risks of the embedded derivatives are not
closely related to the economic characteristics and risks of the host and accordingly, are measured at fair value through profit or loss. Embedded
derivatives closely related to the host contracts are not separated.
(a) Hedge accounting
The Company designates foreign currency forward derivative contracts as hedges of foreign exchange risk associated with the cash flows of
foreign currency risks associated with the borrowings denominated in foreign currency (referred to as "cash flow hedges").
The Company documents at the inception of the hedging transaction the economic relationship between the hedging instruments and hedge
items including whether the hedging instrument is expected to offset changes in the cash flows of hedge items. The Company documents its risk
management objective and strategy for undertaking various hedge transactions at the inception of the hedging relationship.

Cash flow hedges

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in other
comprehensive income and accumulated under the heading of cash flow hedging reserve. The gain or loss relating to ineffective portion is
recognised immediately in profit or loss.
Amounts previously recognised in other comprehensive income and accumulated in equity to effective portion (as described above) are
reclassified to profit or loss in the periods when the hedge item affects profit or loss, in the same line as the recognised hedge item.

In cases where the designated hedging instruments are forward contracts, the Company has an option, for each designation, to designate on an
instrument only the changes in spot element of forward contracts respectively as hedges. In such cases, the forward element (i.e. forward
premium) is accounted based on the type of hedge which those forward contract hedge.
The changes in the forward element of the forward contracts are recognised within other comprehensive income in the costs of hedging reserve
within equity.

In case of transaction related hedge item in the above cases, the changes in the forward element (i.e. forward premium) of the forward
contracts accumulated within other comprehensive income in the costs of hedging reserve within equity is reclassified to profit or loss as a
reclassification adjustment in the same period in which the hedged expected future cash flows affect profit or loss.

In case of time-period related hedge item in the above cases, the changes in the forward element (i.e. forward premium) of the forward
contracts accumulated within other comprehensive income in the costs of hedging reserve within equity is amortised on a systematic and
rational basis over the period during which the forward contracts spot element could affect profit or loss as a reclassification adjustment from
other comprehensive income.

Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, or exercised, or no longer qualifies for hedge
accounting.

(xii) Fair value measurement

A number of Company’s accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets
and liabilities.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at
the measurement date regardless of whether that price is directly observable or estimated using another valuation technique.
Fair value measurements under Ind AS are categorised into Level 1, 2, or 3 based on the degree to which the inputs to the fair value
measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company can access at measurement date;

Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly; and

Level 3 inputs for the asset or liability that are not based on observable market data (unobservable inputs) that the Company can access at
measurement date
TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)

Notes forming part of the financial statements for the year ended March 31, 2024

(xiii) Assets Held for Sale

Assets are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through
continuing use and sale is considered highly probable. A sale is considered as highly probable when decision has been made to sell, assets are
available for immediate sale in its present condition, assets are being actively marketed and sale has been agreed or is expected to be concluded
within 12 months of the date of classification. Non-current assets held for sale are neither depreciated nor amortised. Assets and liabilities
classified as held for sale are measured at the lower of their carrying amount and fair value less cost of disposal and are presented separately in
the Balance Sheet.

(xiv) Business combinations – common control transactions

Business combinations involving entities that are controlled by the Group are accounted for using the pooling of interest method. Assets and
liabilities of the combining entities are reflected at their carrying value without adjustments being made to reflect fair values. The identity of the
reserve are preserved and reserve of the transferor become the reserves of the transferee. The difference, if any, between the amounts
recorded as share capital issued plus any additional consideration in the form of cash or other assets and the amount of share capital of the
transferor is transferred to capital reserve. The financial information in the financial statements in respect of prior period is restated as if the
business combination had occurred form the beginning of the preceding period in the financial statements, irrespective of the actual date of the
combination.

4 Recent accounting pronouncements

Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under Companies (Indian Accounting
Standards) Rules as issued from time to time. For the year ended March 31, 2024, MCA has not notified any new standards or amendments to
the existing standards applicable to the Company.
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)
Notes forming part of financial statements for the year ended March 31, 2024

5. Cash and cash equivalents

(₹ in lakhs)
Particulars As at March 31 As at March 31
2024 2023
(a) Cash on hand 7,02.26 7,57.60
(b) Balance with banks 555,26.81 375,04.41
(refer note 1)
(c) Cheques, drafts on hand 9,65.81 14,15.16
(d) Bank deposit with original maturity of less than 3 months 2429,31.72 3726,39.62
Total 3001,26.60 4123,16.79
1 Includes ₹ NIL as at 31st March 2024 (₹ 0.23 lacs as at 31st March 2023) towards unpaid dividend.

6. Bank balance other than cash and cash equivalents

(₹ in lakhs)
Particulars As at March 31 As at March 31
2024 2023
(a) Deposits with banks - 8,23.14
(b) Earmarked balances with banks 34.42 36.35
(Refer note 1)
(c) Margin money / cash collateral with banks 3,09.00 52,82.42
(Refer note 2 and 3)
Total 3,43.42 61,41.91

1 Earmarked balances with banks on account of unclaimed interest on debt securities.

2 Margin money is towards mark-to-market on derivative instrument entered to hedge risk arising from external commercial borrowings.
3 Cash collateral with banks acting as credit enhancement in respect securitisation transactions.

7. Trade receivables
(₹ in lakhs)
Particulars As at March 31 As at March 31
2024 2023
(a) Receivables considered good - Unsecured 33,05.68 24,07.84
Total 33,05.68 24,07.84

No trade receivables are due from directors or other officers of the Company either severally or jointly with any other person. Not any trade
receivable are due from firms or private companies respectively in which any director is a partner, a director or a member.

As at March 31, 2024

(₹ in lakhs)
Less than 6 6 Months - 1 More than
Particulars Not due Unbilled 1-2 Years 2-3 Years Total
months Year 3 Years
(i) Undisputed Trade
receivables – considered 13,14.18 - 13,30.21 2,95.62 3,35.42 30.25 - 33,05.68
good
(ii) Undisputed Trade
Receivables – which have
- - - - - - - -
significant increase in
credit risk
(iii) Undisputed Trade
Receivables – credit - - - - - - - -
impaired
(iv) Disputed Trade
Receivables–considered - - - - - - - -
good
(v) Disputed Trade
Receivables – which have - - - - - - - -
significant increase in
(vi) Disputed Trade
- - - - - - - -
Receivables – credit
Total 13,14.18 - 13,30.21 2,95.62 3,35.42 30.25 - 33,05.68
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)
Notes forming part of financial statements for the year ended March 31, 2024

As at March 31, 2023

(₹ in lakhs)
Less than 6 6 Months - 1 More than
Particulars Not due Unbilled 1-2 Years 2-3 Years Total
months Year 3 Years
(i) Undisputed Trade
receivables – considered 7,62.17 - 13,16.72 1,92.79 1,20.77 15.39 - 24,07.84
good
(ii) Undisputed Trade
Receivables – which have
- - - - - - - -
significant increase in
credit risk
(iii) Undisputed Trade
Receivables – credit - - - - - - - -
impaired
(iv) Disputed Trade
Receivables–considered - - - - - - - -
good
(v) Disputed Trade
Receivables – which have
- - - - - - - -
significant increase in
credit risk
(vi) Disputed Trade
Receivables – credit - - - - - - - -
impaired
Total 7,62.17 - 13,16.72 1,92.79 1,20.77 15.39 - 24,07.84

8. Other receivables
(₹ in lakhs)
Particulars As at March 31 As at March 31
2024 2023
Other Receivables considered good - Unsecured 20,78.52 2,57.15
Total 20,78.52 2,57.15

No other receivable are due from directors or other officers of the Company either severally or jointly with any other person. Nor any other
receivable are due from firms or private companies respectively in which any director is a partner, a director or a member.
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)
Notes forming part of financial statements for the year ended March 31, 2024
9. Loans
(₹ in lakhs)
Particulars As at March 31 As at March 31
2024 2023
(A) At amortised cost
From financing activities
(a) Term loans 12380,21.17 15134,64.07
(b) Finance lease receivables 193,91.44 81,54.50
(c) Credit substitutes 471,75.85 914,29.51
(refer note 1)
(d) Factoring 329,09.98 60,45.85
(e) Channel financing 1796,33.00 1919,56.03
From other than financing activities
(a) Inter corporate deposits (repayable on demand) 85,00.00 45,50.02
Total (A) - Gross 15256,31.44 18155,99.98
Less: Impairment loss allowance (895,77.42) (1600,23.98)
Total (A) - Net 14360,54.02 16555,76.00

(B) At fair value through Other comprehensive income (FVOCI)

From financing activities
(a) Term loans-FVOCI 17203,85.89 17314,08.87
Less: Impairment loss allowance-FVOCI (454,36.01) (341,23.97)
Total (B) - Net 16749,49.88 16972,84.90

(C)
(a) Secured by tangible assets 30384,70.51 31722,81.93
(refer note 2, 3 and 4 below)
(b) Covered by government guarantees 478,01.96 2470,66.99
(refer note 5 below)
(c) Unsecured 1597,44.86 1276,59.93
Total (C) - Gross 32460,17.33 35470,08.85
Less: Impairment loss allowance (1350,13.43) (1941,47.95)
Total (C) - Net 31110,03.90 33528,60.90

(D)
Loans in India
(a) Public sector - -
(b) Others 32460,17.33 35470,08.85
Total (D) - Gross 32460,17.33 35470,08.85
Less: Impairment loss allowance (1350,13.43) (1941,47.95)
Total (D) - Net 31110,03.90 33528,60.90

Note:
1 Investments in bonds, debentures and other financial instruments which, in substance, form a part of the Company’s financing activities ("Credit
Substitutes") have been classified under Loans.
2 The Company covers/secures the credit risk associated with the loans given to customers by creating an exclusive charge/hypothecation/security on
the assets/vehicles as mentioned/specified in the loan agreement with the customers.
3 Includes Vehicle term loan lending done to Micro and Small Enterprises, for which the Company has availed the benefit of Credit Guarantee Fund
Trust for Micro and Small Enterprises (CGTMSE) scheme to secure credit default risk.
4 For loans secured against underlying vehicle, security is created by way of borrower signing and executing hypothecation Agreement before
disbursement of loan. Borrower ensures endorsement of hypothecation in Registration Certificate of underlying vehicle in favour of the Company.
However, in certain cases the Company is in the process of endorsing the hypothecation in Registration Certificate book of underlying vehicle. This
does not impact the Company’s right as security holder over the asset under finance in the court of law, in case of default by borrower.
5 Fully backed by guarantee of Central Government of India under the emergency credit Line guarantee scheme (ECLGS).
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)
Notes forming part of financial statements for the year ended March 31, 2024

10. Investments
(₹ in lakhs)
As at March 31 As at March 31
2024 2023
At fair value At fair value
Particulars Through other Others* Amortised Through other Through Others*
Amortised cost Through profit or Total Total
comprehensive Sub total (at cost) cost comprehensive profit or Sub total (at cost)
loss
income income loss
(1) (2) (3) (4=2+3) (5) (6=1+4+5) (6) (7) (8) (9=7+8) (10) (11=6+9+10)
Category of investments
(a) Mutual funds - - 300,38.96 300,38.96 300,38.96 - - 407,22.61 407,22.61 407,22.61
(b) Government securities 1247,24.91 - 9,68.30 9,68.30 1256,93.21 1231,24.93 - 9,49.10 9,49.10 1240,74.03
(c) Equity instruments - 168,97.57 797,73.68 966,71.25 1,29.75 968,01.00 - 129,96.52 180,48.28 310,44.80 1,29.75 311,74.55
(d) Preference shares 40.00 - - - 40.00 1,90.00 - - - 1,90.00
(e) Trust securities - - 5,02.28 5,02.28 5,02.28 - - 4,89.34 4,89.34 4,89.34
Total (A) - Gross 1247,64.91 168,97.57 1112,83.22 1281,80.79 1,29.75 2530,75.45 1233,14.93 129,96.52 602,09.33 732,05.85 1,29.75 1966,50.53

(a) Investments outside India - - - - - - - - - - - -

(b) Investments in India 1247,64.91 168,97.57 1112,83.22 1281,80.79 1,29.75 2530,75.45 1233,14.93 129,96.52 602,09.33 732,05.85 1,29.75 1966,50.53
Total (B) 1247,64.91 168,97.57 1112,83.22 1281,80.79 1,29.75 2530,75.45 1233,14.93 129,96.52 602,09.33 732,05.85 1,29.75 1966,50.53

Less: Allowance for impairment loss (C) - - - - - - - - - - - -

Total (D) = (A - C) 1247,64.91 168,97.57 1112,83.22 1281,80.79 1,29.75 2530,75.45 1233,14.93 129,96.52 602,09.33 732,05.85 1,29.75 1966,50.53

*Represents the investment in equity instrument of TMF Business Services Limited (Formerly known as Tata Motors Finance Limited) considered as a fellow subsidary on account of representation on board held by the Company and accordingly
measured at costs as per Ind AS 27 - Consolidated and Separate Financial Statements.
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)
Notes forming part of financial statements for the year ended March 31, 2024
Annexure to Note 10
(₹ in lakhs)
Face
Quantity Quantity
Value As at As at
Description (in nos.) as at (in nos.) as at
per unit March 31, 2024 March 31, 2023
March 31, 2024 March 31, 2023
(in Rs)
Investments measured at fair value through other comprehensive income
Investment in equity shares
(a) Quoted
1 i. Tata Steel Limited 6,095,110 94,99.24 6,095,110 63,69.39
10 ii. Tata Chemicals Limited 10,060 1,08.75 10,060 97.83
1 iii. Tata Power Limited 9,120 35.95 9,120 17.35
1 iv. Tata Consumer Products Limited (pursuant to Scheme of Arrangement, 114 shares 11,468 1,25.71 11,468 81.29
were alloted for every 100 shares held in Tata Chemicals Limited)
10 v. NTPC Limited (Note 2) - - 156,000 2,73.16
1 vi. NMDC Limited (Note 2) - - 20,000 22.31
vii. NMDC Steel Limited ((pursuant to Scheme of Arrangement,1 shares were allotted
10 for every 1 shares held in NMDC Limited) (Note 2) - - 20,000 6.21
10 viii. Coal India Limited (Note 2) - - 11,904 25.43
(b) Unquoted
10 i. Taj Air Limited 4,200,000 - 4,200,000 -
1,000 ii. Tata International Limited 19,350 42,29.14 19,350 41,94.55
100 iii. Tata Industries Limited 993,753 28,98.78 993,753 19,09.00

Subtotal (A) 168,97.57 129,96.52

Investments measured at fair value through profit and loss
Investment in equity shares
(a) Quoted
10 i. Automobile Corporation of Goa Limited 48,315 10,45.37 48,315 3,46.85
2 ii. Tata Technologies Limited ( Note 1) 8,119,920 787,28.31 - -

(b) Unquoted
2 i. Tata Technologies Limited ( Note 1) - - 8,119,920 177,01.43
10 ii. Tata Hitachi Construction Machinery Company Private Limited 285,714 - 285,714 -
Investment in trust securities
10 i. SBI Macquarie Infrastructure Trust 15,000,000 5,02.28 15,000,000 4,89.34
Investment in government securities (quoted)
i. Government securities bonds-AVS 9,68.30 9,49.10
Investments in Mutual fund (quoted) 300,38.96 407,22.61
Subtotal (B) 1112,83.22 602,09.33
Investments measured at Amortised cost
Investment in Preference shares
Fully Paid Non - Cumulative Redeemable Preference shares (Unquoted)
100 (a) 6% Tata Precision Industries (India) Limited 40,000 40.00 40,000 40.00

Fully Paid Cumulative Redeemable Preference shares (Unquoted)

100 (b) 8.50% Tata Precision Industries (India) Limited - - 150,000 1,50.00
Investments in Debentures and Bonds measured at Amortised Cost
Fully Paid Secured, Non - Cumulative, Non - Convertible, Redeemable Debentures (quoted)
5 (a) 8.49% NTPC Limited (issued as bonus debenture) - Note 3 275,752 - 275,752 -

Investment in government securities (Quoted)

(a) Treasury bills 149,91.63 134,44.04
(b) Government securities bonds 1097,33.28 1096,80.89
Subtotal (C) 1247,64.91 1233,14.93
Investments measured at cost
(i) Investment in equity shares (unquoted)
3.80 TMF Business Services Limited ( Formerly Tata Motors Finance Limited)* 18,22,016 1,29.75 1,29.75
Subtotal (D) 1,29.75 1,29.75
Total (A + B + C + D) 2530,75.45 1966,50.53
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)
Notes forming part of financial statements for the year ended March 31, 2024

Note:- 1. During the financial year ended March 31, 2024 the equity shares of Tata Technologies were listed on the recoganised stock exchange.
2. During the period ended December 31, 2023, Investment committee has approved for disinvestment. Hence, these investments have been classified as assets-held
for sale.
3. During the financial year ended March 31, 2024 there has been partial face value redemption in 8.49% NTPC Limited debentures. Thus, restated face value post
such partial face value redemption stands at Rs. 5.

11. Other financial assets

(₹ in lakhs)
Particulars As at March 31 As at March 31
2024 2023
(a) Deposits (Net of provision ₹ 10.17 lakhs; March 31, 2023 ₹ 52.96 lakhs) 10,44.20 30,62.51
(b) Interest accrued on deposits 43.40 2,46.21
(c) Interest accrued on investments 13.11 13.09
(d) Receivable from mutual funds 200,15.10 -
(e) Others (Net of provision ₹ 54,09.85lakhs; March 31, 2023 ₹ 27,41.49 lakhs) 875,91.17 876,55.34
Total 1087,06.98 909,77.15
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)
Notes forming part of financial statements for the year ended March 31, 2024

12. Income taxes

a) Income tax expense recognised in statement of profit and loss
(₹ in lakhs)
For the year For the year
Particulars ended March 31 ended March 31
2024 2023
Income tax expense
Current tax
Current tax on profits for the year - 3,54.09
Adjustments for current tax of prior periods - -
Total current tax expense - 3,54.09

Deferred tax
Decrease (increase) in deferred tax assets 108,58.25 (3,85.89)
(Decrease) increase in deferred tax liabilities 63,68.61 21,10.89
Total deferred tax expense/(benefit) 172,26.86 17,25.00
Income Tax expense 172,26.86 20,79.09

b) Reconciliation of the income tax expenses and accounting profit

(₹ in lakhs)
For the year For the year
Particulars
ended March 31 ended March 31
2024 2023
Reconciliation of the income tax expense and the accounting profit multiplied by India's tax rate:
Profit before taxes 224,14.72 (918,74.21)
Income tax expenses calculated at Statutory tax rate 56,41.34 (231,22.90)
Tax effect of the amount which are not taxable in calculating taxable income :
- Effect of expenses not deductible for tax computation 69.95 1,82.98
- Effect of income taxable at lower rate (97,59.94) -
- Deferred tax assets not recognised because realization is not probable 258,57.38 251,16.04
- Previously unrecognised deferred tax assets recoganised now (43,88.13) -
- Adjustment recognised in relation to the current tax of prior years - (97.03)
- Others (1,93.74) -
Income tax expense/(credit) recognised for the year at effective tax rate 172,26.86 20,79.09
Significant components of deferred tax assets and liabilities for the year ended March 31, 2024 are as follows:

c) Deferred tax assets/liabilities (net)

(₹ in lakhs)
Through other
As at Through profit As at
Particulars comprehensive
April 01, 2023 and loss March 31, 2024
income/ Reserve

Deferred tax liabilities :

- Fair Valuation of financial assets measured at FVTOCI and FVTPL 183,41.12 58,08.33 (7,31.75) 234,17.70
- Income to be taxed on actual receipt basis 77,51.29 6,30.41 - 83,81.70
- Sourcing commission claimed on incurrence basis 40,75.13 (70.13) - 40,05.00
Total deferred tax liabilities 301,67.54 63,68.61 (7,31.75) 358,04.40
Deferred tax asset :
- Property, plant & equipment - Accumulated depreciation 9,76.74 (1,72.80) - 8,03.94
-Provisions for impairment allowances on financial assets 459,13.62 (156,57.42) - 302,56.20
-Compensated absences and retirement benefits allowable on payment basis 5,08.76 1,04.98 - 6,13.74
-Unabsorbed depreciation under tax book - 43,88.13 - 43,88.13
- Others (3,47.67) 4,78.86 7,74.98 9,06.17
Total deferred tax assets 470,51.45 (108,58.25) 7,74.98 369,68.18
Deferred tax assets/(liabilities) (net) 168,83.91 (172,26.86) 15,06.73 11,63.78
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)
Notes forming part of financial statements for the year ended March 31, 2024

Significant components of deferred tax assets and liabilities for the year ended March 31, 2023 are as follows:

c) Deferred tax assets/liabilities (net)

(₹ in lakhs)
Through other
As at Transferred as Through profit As at
Particulars comprehensive
April 1, 2022 part of demerger and loss March 31, 2023
income
Deferred tax liabilities :
- Fair Valuation of financial assets measured at FVTOCI and FVTPL
27,48.20 135,98.72 1,34.16 18,60.04 183,41.12
- Income to be taxed on actual receipt basis 14,44.23 46,70.71 16,36.35 - 77,51.29
- Sourcing commission claimed on incurrence basis 8,46.25 28,88.50 3,40.38 - 40,75.13
Total deferred tax liabilities 50,38.68 211,57.93 2,110.89 18,60.04 301,67.54
Deferred tax asset :
- Property, plant & equipment - Accumulated depreciation 50.97 9,38.55 (12.78) - 9,76.74
-Provisions for impairment allowances on financial assets 59,82.88 391,57.06 7,73.68 - 459,13.62
-Compensated absences and retirement benefits allowable on payment basis 58.11 4,58.24 (7.59) - 5,08.76
- Others 77.52 (57.77) (3,67.42) (3,47.67)
Total deferred tax assets 61,69.48 404,96.08 3,85.89 - 470,51.45
Deferred tax assets/(liabilities) (net) 11,30.80 193,38.15 (17,25.00) (18,60.04) 168,83.91

d) Amounts recognised directly in equity

There was no income or expenses for current year and previous year for which tax impact has been routed through reserve.

e) Tax losses
As at March 31, 2024, unrecognised deferred tax assets amounted to ₹ Nil (As at March 31, 2023 - ₹ 41,50.83 lakhs) which can be carried forward indefinitely and ₹ 569,21.26 lakhs
(As at March 31, 2023 - ₹ 272,02.05 lakhs) which can be carried forward upto a specified period. These relate primarily to depreciation carry forwards and business losses. The deferred
tax asset has not been recognised on the basis that its recovery is not probable in the foreseeable future.
Unrecognised deferred tax assets expire unutilised based on the year of origination as follows:

(₹ in lakhs)
Year Amount

March 31, 2031 272,00.49

March 31, 2032 297,20.77
Total 569,21.26

A scheme of arrangement was filed by TMF Business Services Limited (‘TMFBSL’), and Tata Motors Finance Limited [formerly known as Tata Motors Finance Solutions Limited]
(‘TMFL’) for demerger of Non-banking Finance related Business of TMFBSL into the Company, which was approved by the Hon’ble National Company Law Tribunal, Mumbai bench on
12 May 2023. The Scheme came in to effect from June 30, 2023. Appointed date of the Scheme is as 1 April 1 2023. In accordance with the provision of section 72A of the Income Tax
Act, 1961, Pursuant to this demerger, business losses of ₹ 1080,75.72 lakhs and unabsorbed depreciation of ₹ 362,81.48 lakhs were transferred from TMBFSL to the company.
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)
Notes forming part of financial statements for the year ended March 31, 2024
13A. Property, plant and equipment
(₹ in lakhs)
Gross Block Accumulated Depreciation Net Block
Particulars Balance as at Additions Deletions Balance as at Balance as at Depreciation Deletions Balance as at Balance as at
April 1, 2023 March 31, 2024 April 1, 2023 March 31, 2024 March 31, 2024
(a) Buildings # 91.18 - - 91.18 5.23 5.24 - 10.47 80.71
(b) Right of Use Assets 89,79.57 15,38.41 4,80.21 100,37.77 14,49.77 16,84.26 1,91.27 29,42.76 70,95.01
(c) Furniture and fixtures 4,51.96 86.18 87.11 4,51.03 1,05.27 64.13 43.28 1,26.12 3,24.91
(d) Vehicles 6,29.08 17,00.81 2,29.73 21,00.16 1,68.13 3,32.49 99.20 4,01.42 16,98.74
(e) Office equipments 6,39.96 3,84.62 68.24 9,56.34 2,65.94 1,39.82 38.77 3,66.99 5,89.35
(f) Data processing machines 11,21.95 11,07.56 72.45 21,57.06 4,37.47 5,69.73 51.04 9,56.16 12,00.90
(g) Leasehold improvement 3,45.52 38.40 - 3,83.92 74.41 90.69 - 1,65.10 2,18.82
Total 122,59.22 48,55.98 9,37.74 161,77.46 25,06.22 28,86.36 4,23.56 49,69.02 112,08.44
# Secured Non-convertible debentures (NCDs) have an exclusive pari-passu charges on Company's residential flat.
# Note : Building includes ₹ 1,000/- being value of investment in 20 shares of ₹ 50/- each in Nilgiri Upvan Co-operative Housing Society Limited.
There is no revaluation or any other adjustment conducted in the reporting period and corresponding previous year. Hence, there will be no additional disclosure required.
13B. Goodwill

Balance as at April Impairment/ Balance as at

Particulars
1, 2023 (charge) March 31, 2024
(a) Goodwill 180,25.25 - 180,25.25
Total 180,25.25 - 180,25.25

As at March 31, 2024, goodwill of ₹ 180,25.25 lakhs has been allocated to the Used Vehicle Financing Business acquired which is the Cash Generating Unit (referred to as "CGU"). The recoverable amount of the cash generating unit has been
determined based on value in use. Value in use has been determined based on future cash flows, after considering current economic conditions and trends, estimated future operating results, growth rates and anticipated future economic
conditions.

The estimated cash flows for a period of 4 years were developed using internal forecasts, and discount rate of 13.30% which is cost of equity derived based on Capital Asset Pricing Model (CAPM). The cash flows beyond 3 years have been
extrapolated assuming 6% growth rates. The management believes that any reasonably possible change in the key assumptions would not cause the carrying amount to exceed the recoverable amount of the cash generating unit.

13C. Other intangible assets

(₹ in lakhs)
Gross Block Accumulated Amortisation Net Block
Balance as at Additions Deletions Balance as at Balance as at Amortisation Deletions Balance as at Balance as at
Particulars
April 1, 2023 March 31, 2024 April 1, 2023 March 31, 2024 March 31, 2024
(a) Computer Software 5,91.12 7,24.18 - 13,15.30 3,66.59 2,25.54 - 5,92.13 7,23.17
Total 5,91.12 7,24.18 - 13,15.30 3,66.59 2,25.54 - 5,92.13 7,23.17
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)
Notes forming part of financial statements for the year ended March 31, 2024
13A. Property, plant and equipment

Gross Block Accumulated Depreciation Net Block

Balance as at Included pursuant to Additions Deletions Balance as at Balance as at Depreciation Deletions Balance as at Balance as at
Particulars
April 1, 2022 common control March 31, 2023 April 1, 2022 March 31, 2023 March 31, 2023
transaction
(a) Buildings # - 91.18 - - 91.18 - 5.23 - 5.23 85.95
(b) Right of Use Assets - 66,17.53 26,37.48 2,75.44 89,79.57 - 15,51.47 1,01.70 14,49.77 75,29.80
(c) Furniture and fixtures 10.26 3,14.69 1,43.93 16.92 4,51.96 2.24 1,04.98 1.95 1,05.27 3,46.69
(d) Vehicles 1,25.41 3,26.46 2,76.60 99.39 6,29.08 59.54 1,59.54 50.95 1,68.13 4,60.95
(e) Office equipments 1,64.40 3,10.89 1,71.29 6.62 6,39.96 1,56.16 1,10.83 1.05 2,65.94 3,74.02
(f) Data processing machines 2,15.89 4,17.33 5,09.99 21.26 11,21.95 1,48.84 3,01.43 12.80 4,37.47 6,84.48
(g) Leasehold improvement - 2,33.38 1,12.14 - 3,45.52 - 74.41 - 74.41 2,71.11
Total 5,15.96 83,11.46 38,51.43 4,19.63 122,59.22 3,66.78 23,07.89 1,68.45 25,06.22 97,53.00

# Secured Non-convertible debentures (NCDs) have an exclusive pari-passu charges on Company's residential flat.
# Note : Building includes ₹ 1,000/- being value of investment in 20 shares of ₹ 50/- each in Nilgiri Upvan Co-operative Housing Society Limited.
There is no revaluation or any other adjustment conducted in the reporting period and corresponding previous year. Hence, there will be no additional disclosure required.
13B. Goodwill
(₹ in lakhs)
Balance as at April Impairment/ Balance as at March
Particulars
1, 2023 (charge) 31, 2023
(a) Goodwill 180,25.25 - 180,25.25
Total 180,25.25 - 180,25.25

As at March 31, 2023 , goodwill of ₹ 180,25.25 lakhs has been allocated to the Used Vehicle Financing Business acquired which is the Cash Generating Unit (referred to as "CGU"). The recoverable amount of the cash generating unit has been determined based
on value in use. Value in use has been determined based on future cash flows, after considering current economic conditions and trends, estimated future operating results, growth rates and anticipated future economic conditions.

The estimated cash flows for a period of 4 years were developed using internal forecasts, and discount rate of 12.95% which is cost of equity derived based on Capital Asset Pricing Model (CAPM). The cash flows beyond 4 years have been extrapolated assuming
6% growth rates. The management believes that any reasonably possible change in the key assumptions would not cause the carrying amount to exceed the recoverable amount of the cash generating unit.

13C. Other intangible assets

(₹ in lakhs)
Gross Block Accumulated Amortisation Net Block
Particulars Balance as at Included pursuant to Additions Deletions Balance as at Balance as at Amortisation Deletions Balance as at Balance as at March
April 1, 2022 common control March 31, 2023 April 1, 2022 March 31, 2023 31, 2023
transaction
(a) Computer Software 2,69.50 3,21.62 - - 5,91.12 2,50.59 1,16.00 - 3,66.59 2,24.53
Total 2,69.50 3,21.62 - - 5,91.12 2,50.59 1,16.00 - 3,66.59 2,24.53
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)
Notes forming part of financial statements for the year ended March 31, 2024

14. Other non-financial assets

(₹ in lakhs)
Particulars As at March 31 As at March 31
2024 2023

(a) Capital Advances 2,13.79 6,53.61

(b) Deposits with statutory authorities 1,91.47 70.85
(Net of provision ₹ 41.85 lakhs; March 31, 2023 ₹ 87.92 lakhs)
(c) Deposits paid under protest 13,08.15 11,82.51
(d) Prepaid expenses 40,06.23 62,46.29
(e) Taxes recoverable and dues from government 93,35.95 65,51.28
(Net of provision ₹ 3,03.69 lakhs; March 31, 2023 ₹ 3,03.69 lakhs)
(f) Stamp papers 12,58.61 11,30.71
(g) Others non-financial assets 26,14.09 16,82.72
(Net of provision ₹ 2,17.28 lakhs; March 31, 2023 ₹ 2,34.08 lakhs)
Total 189,28.29 175,17.97

15. Derivative financial instruments - March 31, 2024

(₹ in lakhs)
Particulars Notional Amounts Fair ValueAssets Notional Amounts Fair Value Liabilities

Currency derivatives
Forward Contracts - - - -
Forward exchange contracts - - 1831,18.34 4,91.29
Subtotal - - 4,91.29

Interest rate derivatives

Interest rate swaps 1831,18.34 13,42.21 - -
Subtotal 1831,18.34 13,42.21 - -

Other derivatives
Cross currency interest rate swaps 538,96.25 89,02.02 - -
Subtotal 89,02.02 - -
Total Derivative Financial Instruments 2370,14.59 102,44.23 1831,18.34 4,91.29

Derivative designated as hedge

Fair value hedging: - - - -
Interest Rate Derivative - - - -
Subtotal - - - -

Cash flow hedging:

Forward exchange contracts - - 1831,18.34 4,91.29
Cross currency interest rate swaps 538,96.25 89,02.02 - -
Interest rate swaps 1831,18.34 13,42.21 - -
Subtotal 2370,14.59 102,44.23 1831,18.34 4,91.29

Undesignated Derivatives
Interest Rate Swaps - - - -
Subtotal - - - -
Total Derivative Financial Instruments 2370,14.59 102,44.23 1831,18.34 4,91.29

Refer Note 43 on Financial Risk Management for maturity analysis of Derivative financial liabilities at March 31, 2024.
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)
Notes forming part of financial statements for the year ended March 31, 2024

Derivative financial instruments - March 31, 2023

(₹ in lakhs)
Particulars Notional Amounts Fair ValueAssets Notional Amounts Fair Value Liabilities

Currency derivatives
Forward Contracts - - - -
Forward exchange contracts - - 179,63.75 14,86.64
Subtotal - - 179,63.75 14,86.64

Interest rate derivatives

Interest Rate Swaps 179,63.75 11,06.20 - -
Subtotal 179,63.75 11,06.20 - -

Other derivatives
Cross currency interest rate swaps 649,67.75 99,33.29 - -
Subtotal 649,67.75 99,33.29 - -
Total Derivative Financial Instruments 829,31.50 110,39.49 179,63.75 14,86.64

Derivative designated as hedge

Fair value hedging: - - - -
Interest Rate Derivative - - - -
Subtotal - - - -

Cash flow hedging:

Forward exchange contracts - - 179,63.75 14,86.64
Cross currency interest rate swaps 649,67.75 99,33.29 - -
Interest Rate Swaps 179,63.75 11,06.20 - -
Subtotal 829,31.50 110,39.49 179,63.75 14,86.64

Undesignated Derivatives
Interest Rate Swaps - - - -
Subtotal - - - -
Total Derivative Financial Instruments 829,31.50 110,39.49 179,63.75 14,86.64
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)
Notes forming part of financial statements for the year ended March 31, 2024

16. Payables
(₹ in lakhs)
Particulars As at March 31 As at March 31
2024 2023
(a) Trade Payables #REF! #REF!
i. total outstanding dues of micro enterprises and small enterprises 13,07.47 13,54.69
ii. total outstanding dues of creditors other than micro enterprises and small enterprises 279,06.66 249,30.77
Total 292,14.13 262,85.46

(b) Other Payables #REF! #REF!

i. total outstanding dues of micro enterprises and small enterprises - -
ii. total outstanding dues of creditors other than micro enterprises and small enterprises-OP 110,70.40 103,85.12
Total 110,70.40 103,85.12

Note: Information in respect of micro enterprises and small enterprises to whom the Company owes dues (including interest of ₹ Nil), which are due during
the period or outstanding as at the balance sheet date and disclosed above as defined under Micro, Small and Medium Enterprises Development Act, 2006
has been determined to the extent such parties have been identified on the basis of information available with the Company and relied upon by the
auditor.

Note: According to the information available with the management, on the basis of intimation received from its suppliers regarding their status under the
Micro, Small and Medium Enterprises Development Act, 2006, the Company has amounts due to micro and small enterprises under the said Act as at
March 31, 2024 as follows :
(₹ in lakhs)
Particulars As at March 31 As at March 31
2024 2023
a) Principal amount due 13,07.47 13,54.69
b) Interest due on above - -
c) Amount of interest paid in terms of section 16 of the Micro, Small and Medium Enterprises Development Act, 2006 - -
d) Amount of interest due and payable for the period of delay - -
e) Amount of interest accrued and remaining unpaid as at year end - -
f) Amount of further remaining due and payable in the succeeding year - -
Total 13,07.47 13,54.69

As at March 31, 2024

(₹ in lakhs)
Less than More than
Particulars Not due Unbilled 1-2 Years 2-3 Years Total
1 Year 3 Years
(i) MSME 11,54.96 - 1,52.51 - - - 13,07.47
(ii) Others 171,83.97 35,66.50 63,06.82 2,42.52 3,83.74 2,23.11 279,06.66
(iii) Disputed dues – MSME - - - - - - -
(iv) Disputed dues - Others - - - - - - -
Total 183,38.93 35,66.50 64,59.33 2,42.52 3,83.74 2,23.11 292,14.13

As at March 31, 2023

(₹ in lakhs)
Less than More than
Particulars Not due Unbilled 1-2 Years 2-3 Years Total
1 Year 3 Years
(i) MSME 10,66.67 2,83.13 4.89 - - - 13,54.69
(ii) Others 147,80.99 44,22.85 48,71.45 5,58.08 90.96 2,06.44 249,30.77
(iii) Disputed dues – MSME - - - - - - -
(iv) Disputed dues - Others - - - - - - -
Total 158,47.66 47,05.98 48,76.34 5,58.08 90.96 2,06.44 262,85.46
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)
Notes forming part of financial statements for the year ended March 31, 2024

17. Debt securities - At amortised cost

(₹ in lakhs)
Particulars As at March 31 As at March 31
2024 2023
(a) Privately placed non-convertible debentures
i. Secured-Privately placed non-convertible debentures - 998,95.45
(refer note i)
ii. Unsecured-Privately placed non-convertible debentures 2757,19.43 3266,40.64
(b) Commercial paper
i. Unsecured-Commercial paper 1072,70.57 3602,07.83
(net of unamortised discounting charges and borrowing cost of ₹ 27,29.43
lakhs; March 31, 2023 ₹ 144,92.17 lakhs)
Total (A) 3829,90.00 7867,43.92

(a) Debt securities in India 3829,90.00 7867,43.92

(b) Debt securities outside India - -
Total (B) 3829,90.00 7867,43.92

Note (i): Nature and extent of security for secured borrowings outstanding
Nature and extent of Security created and maintained for secured non-convertible debentures (privately placed) listed on WDM segment of NSE
as per SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015

At March 31, 2024, there is nil outstanding against secured non-convertible debentures of the Company.
The security created for proposed secured non-convertible debentures include first pari passu charge by way of registered mortgage on one of the
Company’s residential flat, all receivables of the Company arising out of loan and lease transactions, all other book debts, trade advances forming
part of movable assets of the Company and any other security as identified by the Company and acceptable to the debenture trustee,
hypothecation on the Movable properties of the company as defined in the relevant security documents.
Since, no secured NCDs were outstanding as of March 31 2024, no security cover is required to be maintained.

Details of Non Convertible Debentures (Secured) (₹ in lakhs)

From Balance sheet Date As at March 31,2024 As at March 31,2023
Interest Rate Range Amount Interest Rate Range Amount
Issued on private placement basis
Repayable on Maturity:
Maturing within 1 Year - - 8.50% to 8.75% 1000,00.00
Total Face Value - 1000,00.00
Less: Unamortised borrowing cost - 1,04.55
Total Amortised cost - 998,95.45

* These NCDs are zero coupon NCDs issued at par value and redeemable at premium and the amount stated above are gross of premium on
redemption.

Details of Non Cumulative Debentures (Unsecured) (₹ in lakhs)

From Balance sheet Date As at March 31,2024 As at March 31,2023
Interest Rate Range Amount Interest Rate Range Amount
Issued on private placement basis
Repayable on Maturity:
Maturing within 1 Year 7.15% to 10.54% 1987,81.76 7.97% to 7.97% 600,00.00
Maturing between 1 year to 3 Years 8.43% to 8.43% 966,31.64 7.48% to 9.49% 1987,81.76
Maturing between 3 Years to 5 Years - - 8.43% to 8.43% 966,31.64
Total Face Value 2954,13.40 3554,13.40
Less: Unamortised borrowing cost 196,93.97 287,72.76
Total Amortised cost 2757,19.43 3266,40.64
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)
Notes forming part of financial statements for the year ended March 31, 2024

Details of Commercial Papers (Unsecured) (₹ in lakhs)

From Balance sheet Date As at March 31,2024 As at March 31,2023
Interest Rate Range Amount Interest Rate Range Amount
Repayable on Maturity:
Maturing within 1 Year 8.32% to 8.45% 1100,00.00 6.70% to 8.65% 3747,00.00
Total Face Value 1100,00.00 3747,00.00
Less: Unamortised discounting charges 27,29.43 144,92.17
Total Amortised cost 1072,70.57 3602,07.83

18. Borrowings (Other than debt securities)

(₹ in lakhs)
Particulars As at March 31 As at March 31
2024 2023
(a) Term loans from banks
i. Secured-Term loans from banks 19826,73.45 18396,27.81
(refer note 1 and 1.1)
ii. Unsecured-Term loans from banks 2463,71.89 3692,45.33
(b) Inter Corporate Deposits from related parties (unsecured) - 94.84
(c) Loans repayable on demand from banks
i. Secured-Loans repayable on demand from banks 2740,00.00 1910,00.00
(refer note 1)
ii. Unsecured-Loans repayable on demand from banks 174,90.00 -
(e) Cash Credit from banks (secured) 143,03.94 74,98.01
(refer note 1)
(f) Collateralised Debt Obligation (secured) - 74,87.24
(refer note 1)
Total (A) 25348,39.28 24149,53.23

(a) Borrowings in India 22867,93.95 23207,05.34

(b) Borrowings outside India 2480,45.33 942,47.89
Total (B) 25348,39.28 24149,53.23

Notes
Nature of Security for secured term loans, cash credit and loans repayable on demand from banks
(1) Secured term loans from banks are secured by a pari-passu charge in favour of the security trustee on:
a) All receivables of the Company arising out of loan, lease transactions and trade advances.
b) All other book debts.
c) Receivables from pass through certificates in which Company has invested.
d) All factoring receivables
e) Such other current assets as may be identified by the Company from time to time and accepted by the security trustee.
(1.1) External Commercial borrowings is secured by way of first pari passu charge in favour of lenders on receivables of the Company.
(2) The Company has utilized all it's borrowings from Banks & Financial Institutions for the purpose they have been borrowed.
(3) None of the borrowings have been guaranteed by directors or others.
(4) The Company has not defaulted in repayment of principal and interest.
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)
Notes forming part of financial statements for the year ended March 31, 2024

Details of Term Loans from banks (Secured) (₹ in lakhs)

From Balance sheet Date As at March 31,2024 As at March 31,2023
Interest Rate Range Amount Interest Rate Range Amount
1. Repayable on Maturity:
Maturing within 1 Year 7.40% to 9.11% 200,500.00 7.77% to 8.97% 2825,00.00
Maturing between 1 year to 3 Years 8.79% to 8.79% 200,00.00 7.40% to 8.88% 875,00.00
Total repayable on maturity (A) 2205,00.00 3700,00.00

2. Repayable in Installments:
i. on quarterly basis
Maturing within 1 Year 8.25% to 9.80% 3695,79.91 7.40% to 9.15% 3596,51.45
Maturing between 1 year to 3 Years 8.25% to 9.40% 4496,43.64 7.40% to 10.00% 5198,29.76
Maturing between 3 Years to 5 Years 8.25% to 9.10% 1414,06.10 7.50% to 8.95% 1222,35.72
Subtotal (B) 9606,29.65 10017,16.93
ii. on half yearly basis
Maturing within 1 Year 8.50% to 9.85% 909,44.88 7.75% to 8.80% 883,75.00
Maturing between 1 year to 3 Years 8.50% to 9.10% 2842,91.43 7.25% to 8.80% 1218,54.17
Maturing between 3 Years to 5 Years 8.50% to 8.85% 1289,51.19 7.40% to 7.85% 883,33.33
Subtotal (C) 5041,87.50 2985,62.50
iii. on yearly basis
Maturing within 1 Year 7.85% to 9.05% 200,00.00 7.60% to 8.80% 266,66.67
Maturing between 1 year to 3 Years 9.05% to 9.05% 200,00.00 7.60% to 8.70% 300,00.00
Maturing between 3 Years to 5 Years 9.05% to 9.05% 10,000.00 8.70% to 8.70% 200,00.00
Subtotal (D) 500,00.00 766,66.67
Total repayable on installments (E = B+C+D) 15148,17.15 13769,46.10

Total term loans as per contractual terms (F = A+E) 17353,17.15 17469,46.10

Less: Unamortised borrowing costs 6,89.04 15,66.18
Total Amortised cost (G) 17346,28.11 17453,79.92

Details of External Commercial Borrowings (USD) (₹ in lakhs)

From Balance sheet Date As at March 31,2024 As at March 31,2023
Interest Rate Range Interest Rate Range
Amount Amount
(Refer note) (Refer note)
1. Repayable on Maturity:
Maturing within 1 Year 9.04% to 9.17% 83,382.12 7.90% to 7.90% 123,25.50
Maturing between 1 year to 3 Years 8.62% to 8.78% 1650,87.55 8.97% to 9.16.% 822,19.36
Total repayable on maturity 2484,69.67 945,44.86
Less: Unamortised borrowing costs 4,24.33 2,96.97
Total Amortised cost (H) 2480,45.34 942,47.89

Grand Total ( I = G + H) 19826,73.45 18396,27.81

Note : Represents effective interest rates which includes cost of hedging

 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)
Notes forming part of financial statements for the year ended March 31, 2024

Details of Term Loans from banks (Unsecured) (₹ in lakhs)

From Balance sheet Date As at March 31,2024 As at March 31,2023
Interest Rate Range Amount Interest Rate Range Amount
1. Repayable on Maturity:
Maturing within 1 Year 7.90% to 8.90% 21,000.00 - -
Maturing between 1 year to 3 Years - - 8.40% to 8.40% 21,000.00
Maturing between 3 Years to 5 Years 8.80% to 8.90% 40,000.00 8.25% to 8.65% 40,000.00
Total repayable on maturity (A) - 610,00.00 610,00.00

2. Repayable in Installments:
i. on monthly basis
Maturing within 1 Year - - - -
Maturing between 1 year to 3 Years - - - -
Maturing between 3 Years to 5 Years - - - -
Maturing beyond 5 Years - - - -
Subtotal (B)
ii. on quarterly basis
Maturing within 1 Year 9.05% to 9.05% 62,50.00 8.60% to 8.60% 62,50.00
Maturing between 1 year to 3 Years 9.05% to 9.05% 125,00.00 8.60% to 8.60% 125,00.00
Maturing between 3 Years to 5 Years - - 8.60% to 8.60% 62,50.00
Subtotal (B) 187,50.00 250,00.00
iii. on half yearly basis
Maturing within 1 Year 8.80% to 9.20% 666,66.67 7.80% to 8.85% 416,66.67
Maturing between 1 year to 3 Years 8.80% to 8.80% 250,00.00 7.80% to 8.85% 916,66.67
Total repayable in installments (C) 916,66.67 1333,33.34
iv. on yearly basis
Maturing within 1 Year 8.70% to 8.95% 750,00.00 7.95% to 8.10% 75,000.00
Maturing between 1 year to 3 Years - - 7.95% to 8.10% 75,000.00
Subtotal (D) 750,00.00 1500,00.00
Total repayable on installments (E = B+C+D) 1854,16.67 3083,33.34

Total term loans as per contractual terms (F = A+E) 2464,16.67 3693,33.34

Less: Unamortised borrowing costs 44.78 88.01
Total Amortised cost 2463,71.89 3692,45.33

Details of Inter corporate deposits (ICDs) (Unsecured)

From Balance sheet Date As at March 31,2024 As at March 31,2023
Interest Rate Range Amount Interest Rate Range Amount
Maturing within 1 Year - - 8.39% to 8.39% 94.84
Total - 94.84
Less: Unamortised finance cost - -
Total Amortised cost - 94.84

Details of Loans repayable on demand from banks (Secured)

From Balance sheet Date As at March 31,2024 As at March 31,2023
Interest Rate Range Amount Interest Rate Range Amount
Maturing within 1 Year 7.70% to 8.50% 2740,00.00 7.50% to 8.30% 1910,00.00
Total 2740,00.00 1910,00.00
Less: Unamortised borrowing costs - -
Total Amortised cost 2740,00.00 1910,00.00
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)
Notes forming part of financial statements for the year ended March 31, 2024

Details of Loans repayable on demand from banks (unsecured)

From Balance sheet Date As at March 31,2024 As at March 31,2023
Interest Rate Range Amount Interest Rate Range Amount

Maturing within 1 Year 8.08% to 8.08% 174,90.00 - -

Total 174,90.00 -

Details of Cash credit facilities (Secured)

From Balance sheet Date As at March 31,2024 As at March 31,2023
Interest Rate Range Amount Interest Rate Range Amount
Maturing within 1 Year 8.90% to 9.05% 143,03.94 7.95% to 7.95% 74,98.01
Total 143,03.94 74,98.01
Less: Unamortised borrowing costs - -
Total Amortised cost 143,03.94 74,98.01

Details of Collateralised Debt Obligation (Secured) (₹ in lakhs)

From Balance sheet Date As at March 31,2024 As at March 31,2023
Interest Rate Range Amount Interest Rate Range Amount
Maturing within 1 Year - - 6.40% to 8.00% 74,87.24
Total - 74,87.24
Less: Unamortised borrowing costs - -
Total Amortised cost - 74,87.24

19. Subordinated liabilities (unsecured)

(₹ in lakhs)
Particulars As at March 31 As at March 31
2024 2023

(a) Perpetual Debt Instruments to the extent that do not qualify as equity (unsecured) 50,10.50 124,81.59
(b) Privately placed subordinated unsecured redeemable, non-convertible debentures 1032,75.57 1186,85.64
Total (A) 1082,86.07 1311,67.23

(a) Debt securities in India 1082,86.07 1311,67.23

(b) Debt securities outside India - -
Total (B) 1082,86.07 1311,67.23

Details of Subordinated liabilities in the nature of Tier II unsecured redeemable non-convertible debentures (₹ in lakhs)
From Balance sheet Date As at March 31,2024 As at March 31,2023
Interest Rate Range Amount Interest Rate Range Amount
Issued on private placement basis
Repayable on Maturity:
Maturing within 1 Year 9.70% to 10.60% 235,00.00 9.85% to 10.15% 155,10.00
Maturing between 1 year to 3 Years - - 9.70% to 10.60% 235,00.00
Maturing between 3 Years to 5 Years 8.35% to 10.00% 500,00.00 8.35% to 9.00% 250,00.00
Maturing beyond 5 Years 9.95% to 10.25% 300,00.00 9.95% to 10.25% 550,00.00
Total Face Value 1035,00.00 1190,10.00
Less: Unamortised borrowing cost 2,24.43 3,24.36
Total Amortised cost 1032,75.57 1186,85.64

Details of Subordinated liabilities in the nature of unsecured non-convertible Perpetual Debentures* (₹ in lakhs)
Particulars Face Value As at March 31
2024
11.10% TMFL Perpetual "A" FY 2014-15 10 Lakhs 50,30.00
Total 50,30.00
Less : Unamortised Borrowing Cost 19.50
Total Amortised cost 50,10.50

Note 1 - Redemption period is not applicable as the NCDs are perpetual. The Company has a call option which can be exercised, after the prior
approval of the Reserve Bank of India, at the expiry of 10 years from the date of allotment and at the end of every month thereafter. In case of
non-exercise of the option at the expiry of 10 years from the date of allotment, coupon rate will be increased as per the terms of relevant offer
document.
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN -
U65910MH1992PLC187184)
Notes forming part of financial statements for the year ended March 31, 2024

20. Other financials liabilities

(₹ in lakhs)
Particulars As at March 31 As at March 31
2024 2023
(a) Interest accrued on borrowings 154,33.60 241,79.35
(b) Payable for assigned receivables 437,31.64 446,57.38
(c) Deposits-FL 8,56.36 6,74.21
(d) Lease liability for right of use assets 81,67.74 83,89.28
(e) Others financials liabilities 473,33.47 223,75.81
Total 1155,22.81 1002,76.03

21. Provisions
(₹ in lakhs)
Particulars As at March 31 As at March 31
2024 2023
(a) Provision for leave encashment 11,19.22 10,30.83
(b) Provision for gratuity 7,51.78 57.59
(c) Provision for Indirect taxes 68,92.43 68,92.43
(d) Provision for consumer disputes 11,18.99 1,19.55
Total 98,82.42 81,00.40

Movement of provisions during the year as required by Ind AS - 37 “Provisions, Contingent Liabilities and
Contingent Asset”
(a) Provision for Indirect taxes
(₹ in lakhs)
Particulars As at March 31 As at March 31
2024 2023
Opening Balance 68,92.43 66,26.52
Add : Provision during the year - 2,65.91
Less : Utilisation/reversal during the year - -
Closing Balance 68,92.43 68,92.43

(b) Provision for consumer disputes

(₹ in lakhs)
Particulars As at March 31 As at March 31
2024 2023
Opening Balance 1,19.55 72.54
Add : Provision during the year 10,21.99 1,07.93
Less : Utilisation/reversal during the year 22.55 60.92
Closing Balance 11,18.99 1,19.55

22. Other non-financial liabilities

(₹ in lakhs)
Particulars As at March 31 As at March 31
2024 2023
(a) Statutory dues 50,77.37 53,19.37
(b) Others non-financial liabilities 19,00.41 25,65.74
Total 69,77.78 78,85.11
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)
Notes forming part of financial statements for the year ended March 31, 2024
23A. Equity Share Capital
Disclosure pursuant to Note no. 6(A)(a,b & c) of Part I of Schedule VI to the Companies Act, 1956 (₹ in lakhs)
Particulars As at March 31 As at March 31
2024 2023
Number ₹ Number ₹
A Authorised
(a) Equity shares of ₹ 100 each 630,000,000 6300,00.00 530,000,000 5300,00.00
(b) Preference shares of ₹ 100 each (redeemable) 20,000,000 200,00.00 20,000,000 200,00.00
650,000,000 6500,00.00 550,000,000 5500,00.00
B Issued, Subscribed and Fully Paid up
Equity Shares of ₹ 100 each 496,939,176 4969,39.18 170,049,735 1700,49.74
Total 496,939,176 4969,39.18 170,049,735 1700,49.74

a) Reconciliation of the equity shares outstanding at the beginning and at the end of the reporting year
(₹ in lakhs)
Particulars As at March 31 As at March 31
2024 2023
Number ₹ Number ₹
Shares outstanding at the beginning of the year 170,049,735 1700,49.74 170,049,735 1700,49.74
Allotment of shares on account of Demerger Scheme (Refer
326,889,441 3268,89.44 - -
note 35)
Shares outstanding at the end of the year 496,939,176 4969,39.18 170,049,735 1700,49.74

b) Details of shares held by holding company and its subsidiaries:

Particulars As at March 31 As at March 31
2024 2023
% of Issued Share % of Issued Share
Number Number
Capital Capital
A. Equity shares with voting rights
Holding Company
TMF Holdings Limited 496,939,176 100.00 170,049,735 100.00

c) Details of shares held by Promoters

Promoter name As at March 31 As at March 31
2024 2023
% of Issued Share % of Issued Share
No. of shares No. of shares
Capital Capital
TMF Holdings Limited 496,939,176 100.00 170,049,735 100.00

There is no change in promotors shareholding (except new issuance as determined in part {a})during year ended March 31, 2024 and year
ended March 31, 2023.

d) Terms / rights attached to equity shares:

The Company has a single class of equity shares. Accordingly, all equity shares rank equally with regard to dividends and share in the
Company's residual assets. The equity shares are entitled to receive dividend as declared from time to time subject to payment of
dividend to preference shareholders. The voting rights of an equity shareholder on a poll are in proportion to its share of the paid-up
equity capital of the Company. On winding up of the Company, the holders of equity shares will be entitled to receive the residual
assets of the Company, remaining after distribution of all preferential amounts in proportion to the number of the equity shares held.

e) Information regarding issue of shares in the last five years

(i) During the year ended March 31, 2024, pursuant to scheme of demerger the Company has issued 32,68,89,441 of equity shares without
payment being received in cash. (Refer note 35)
(ii) The Company has not issued any bonus shares.
(iii) The Company has not undertaken any buy-back of shares.
f) Dividends not recognised at the end of the reporting year
The Company has not declared dividends at the end of the reporting year (March 31, 2023 – Nil).
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)
Notes forming part of financial statements for the year ended March 31, 2024
23B. Instruments entirely equity in nature
(i) Perpetual Debt
(₹ in lakhs)
As at March 31 As at March 31
Particulars 2024 2023
Number ₹ Number ₹
Balance as at beginning of the year 18,080.00 1808,00.00 14,480.00 1448,00.00
Increase during the year - - 3,600.00 360,00.00
Balance as at end of the year 18,080.00 1808,00.00 18,080.00 1808,00.00

The Company has issued subordinated, listed, unsecured, rated perpetual securities aggregating to ₹ 1808,00 lakhs.
The coupon on these securities ranges between 8.35% p.a. to 11.50% p.a. These securities are perpetual in nature with no maturity or
redemption and are callable only at the option of the Company. There is a step up provision of 100 bps over the respective coupon rate if the
securities are not called by the issuer at the end of 10 years from the date of allotment. The payment of any Coupon may be cancelled or
suspended at the discretion of the Board of Directors.
a)The Coupon on these securities shall not be cumulative except where the company shall not be liable to pay coupon and may defer the
payment of Coupon, if
i. it's capital to risk assets ratio (“CRAR”) is below the minimum regulatory requirement prescribed by RBI; or
ii. the impact of such payment results in the Company’s CRAR falling below or remaining below the minimum regulatory requirement
prescribed by Reserve Bank of India;
b) In the event that making of any Coupon payment by the Issuer may result in net loss or increase the net loss of the Issuer, the making of
such of Coupon payment by the Issuer shall be subject to the prior approval of the RBI and shall be made on receipt of such approval
provided that the CRAR remains above the regulatory norm after the making of such payment.
c) The Coupon on the Debentures shall not be cumulative except in cases as in (a) above.
As these securities are perpetual in nature and the Company does not have any redemption obligation, these have been classified as equity.

23C. Equity Component of Compound Financial Instrument

(₹ in lakhs)
As at March 31 As at March 31
Particulars 2024 2023
Number ₹ Number ₹
Authorised
Preference shares of ₹ 100 each 80,000,000 800,00.00 80,000,000 800,00.00
800,00.00 800,00.00
Issued, Subscribed and Fully Paid up
Equity portion of cumulative, non-participating
Compulsorily convertible preference share - - - -
(CCPS) of ₹ 100 each
Equity portion of non-cumulative, non-
participating Compulsorily convertible - - - -
preference share (CCPS) of ₹ 100 each
Total - - - -
a) Reconciliation of the CCPS outstanding at the beginning and at the end of the reporting year
(₹ in lakhs)
As at March 31 As at March 31
Particulars
2024 2023
Number ₹ Number ₹
Shares outstanding at the beginning of the year - - 72,300,000 471,11.44
Shares converted during the year into equity
- - - 72,300,000 (471,11.44)
(Refer point (e) below)
Shares outstanding at the end of the year - - - -

b) Details of CCPS held by holding company and its subsidiaries:

As at March 31 As at March 31
Particulars
2024 2023
Number %of total shares Number %of total shares
TMF Holdings Limited - - - -
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)
Notes forming part of financial statements for the year ended March 31, 2024

c) Details of Compulsorily Convertible Preference Shares (CCPS) held by each

As at March 31 As at March 31
Particulars
2024 2023
% of holding in
Number of shares % of holding in that class
that class of Number of shares held
held of shares
shares
TMF Holdings Limited - - - -
d) Details of shares held by Promoters
As at March 31 As at March 31
Particulars
2024 2023

No. of Shares %of total shares No. of Shares %of total shares

TMF Holdings Limited - - - -

e) Terms / rights attached to preference shares:

The Company had cumulative, non-participating compulsorily convertible preference shares (CCPS) having a face value of ₹ 100 each. The
holders of the CCPS are entitled for dividend on a yearly basis, in preference to the equity shareholders , subject to applicable law, availability
of profits , after provision for depreciation. The CCPS were mandatorily convertible into equity shares on the date falling at the expiry of 7
years from the CCPS allotment date.
However, on June 29, 2022, the Company had early converted the outstanding Compulsorily convertible preference share (CCPS) at pre-
determined conversion ratio. On conversion of CCPS, the Company had issued 23,470,506 equity shares of face value of ₹ 100 each against
723,00,000 no. of CCPS of face value of ₹ 100 each.
f) Information regarding issue of shares in the last five years
(i) The Company has not issued any shares without payment being received in cash.
(ii) The Company has not issued any bonus shares.
(iii) The Company has not undertaken any buy-back of shares.
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)
Notes forming part of financial statements for the year ended March 31, 2024
Note 23D
(I) Other components of equity
(1) The movement of Equity instruments through Other Comprehensive Income (OCI) is as follows :- (₹ in lakhs)
Particulars Year ended Year ended
March 31, 2024 March 31, 2023
Balance at the beginning of the year 62,81.87 -
Included pursuant to common control transaction 65,61.15
Other comprehensive income for the year 45,27.85 (3,73.87)

Income tax relating to gain/loss arising on other (11,39.57) 94.59

comprehensive income where applicable
Balance at the end of the year 96,70.15 62,81.87

(2) The movement of Hedging Reserve is as follows :- (₹ in lakhs)

Particulars Year ended Year ended
March 31, 2024 March 31, 2023
Balance at the beginning of the year 21,95.82 -
Included pursuant to common control transaction - (9,21.58)
Gain/(loss) reclassified to profit or loss (5,55.00) 31,17.40
Balance at the end of the year 16,40.82 21,95.82

(3) The movement of Cost of Hedging Reserve is as follows :- (₹ in lakhs)

Particulars Year ended Year ended
March 31, 2024 March 31, 2023
Balance at the beginning of the year (6,35.89) -
Included pursuant to common control transaction (4,57.02)
Gain/(loss) recognised on cash flow hedges - Gain/(Loss) - (11,88.56)
Gain/(loss) reclassified to profit or loss 21,41.28 10,09.69
Balance at the end of the year 15,05.39 (6,35.89)

(4) The movement of Debt instruments through other comprehensive income is given in note no. 38 'Fair Value measurement'

(5) Summary of Other components of equity :- (₹ in lakhs)

Particulars Year ended Year ended
March 31, 2024 March 31, 2023
Equity instruments through other comprehensive income 96,70.15 62,81.87
Hedging Reserve 16,40.82 21,95.82
Cost of hedging reserve 15,05.39 (6,35.89)
Debt instruments through other comprehensive income 407,54.02 463,18.02
Total 535,70.38 541,59.82
(I) Notes to reserves
(1) Special reserve
As per Section 45-IC of the Reserve Bank of India Act, 1934, the Company is required to create a reserve fund and transfer therein a sum not
less than 20% of its net profit every year as disclosed in the Statement of Profit and Loss and before any dividend is declared. No
appropriation of any sum from the reserve fund can be made by the Company except for the purpose as may be specified by the Reserve
Bank of India from time to time and every such appropriation shall be reported to the Reserve Bank of India within twenty-one days from the
date of such withdrawal. The Company transfers said amount at the end of the financial year.

(2) Demerger reserve

Represents the difference between equity share capital issued and all assets, liabilities and reserves taken over on demerger of the NBFC
undertaking of the TMF Business Services Limited (refer note 35).

(3) Capital redemption reserve

The Indian Companies Act, 2013 (the “Companies Act”) requires that where a company purchases its own shares out of free reserves or
securities premium account, a sum equal to the nominal value of the shares so purchased shall be transferred to a capital redemption
reserve account and details of such transfer shall be disclosed in the balance sheet. The capital redemption reserve account may be applied
by the company, in paying up unissued shares of the company to be issued to shareholders of the company as fully paid bonus shares.
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)
Notes forming part of financial statements for the year ended March 31, 2024
(4) Securities Premium Account
The amount received in excess of face value of the equity instruments is recognised in Securities Premium Account. Also, issue expenses in
respect of issuance of equity & CCPS infusion is recognised in Securities Premium Account.

(5) Capital reserve

The Capital Reserve represents the compensating reversal adjustment relating to amortisation of discount on the Zero Coupon Debentures
which were charged against the Securities Premium Reserve earlier which is not allowed as per the Companies Act, 2013. This separate
reserve head is created based on the FAQ issued by the Ind AS Transition Facilitation Group.
(6) General reserve
The Company has transferred a portion of net profit of the Company before declaring dividend to General Reserve pursuant to the earlier
provision of Companies Act, 1956. Mandatory transfer to general reserve is not required under the Companies Act, 2013.
(7) Retained earnings
Retained earnings are the profits that the Company has earned till date.
(8) Equity Instrument through OCI
It represents the cumulative gains/(losses) arising on the revaluation of Equity Shares measured at fair value through OCI.
(9) Debt instruments through OCI
It represents the revaluation of debt instruments measured through OCI.
(10) Hedging Reserve through OCI
It represents the effective portion of the fair value of forward contracts, designated as cash flow hedge.
(11) Cost of hedge reserve
Fair value gain/(loss) attributable to cost of hedge on all financials instruments designated in cash flow hedge relationship are accumulated in
cost of hedge reserve.
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN -
U65910MH1992PLC187184)
Notes forming part of financial statements for the year ended March 31, 2024
(₹ in lakhs)
For the year ended For the year ended
24. Interest income
March 31 March 31
2024 2023
On financial assets measured at amortised Cost
(a) Interest on loans 2285,92.87 2730,33.23
(b) Interest income from investments 99,18.36 71,78.88
(c) Interest on deposits with banks 38,40.61 61,68.35
(d) Other interest income 9,60.24 20,15.05
On Financial Assets measured at Fair Value through Profit & Loss
(a) Interest income from investments - FVTPL - 1,62.98
On financial assets measured at FVOCI
(a) Interest on loans-FVOCI 1380,72.90 1400,30.18
Total 3813,84.98 4285,88.67

(₹ in lakhs)
For the year ended For the year ended
25. Fees and commission income
March 31 March 31
2024 2023
(a) Commission on insurance agency business (Note 1) 22,16.24 -
(b) Co-sourcing commission 49,98.16 35,20.74
(c) Servicing fees for loan assigned 21,21.63 21,56.01
(d) Other fees & charges 89,64.62 118,64.41
Total 183,00.65 175,41.16

Note 1: Includes commission of ₹ 19,89.52 lakhs & ₹ 2,26.72 lakhs on life insurance and non-life insurance respectively.
(₹ in lakhs)
For the year ended For the year ended
26. Net gain on fair value changes
March 31 March 31
2024 2023

Net gain on financial instruments at fair value through profit or loss 746,83.92 156,87.73
Total 746,83.92 156,87.73
Fair Value changes:
(a) Realised 128,26.94 151,54.67
(b) Unrealised 618,56.98 5,33.06
Total 746,83.92 156,87.73

(₹ in lakhs)
For the year ended For the year ended
27. Other Income
March 31 March 31
2024 2023

(a) Support services income 37,24.22 52,87.27

(b) Balances written back 6,13.23 15,52.54
(c) Net gain on derecognition of property, plant and equipment 39.96 25.34
(d) Miscellaneous income 7,15.71 3,35.24
Total 50,93.12 72,00.39
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN -
U65910MH1992PLC187184)
Notes forming part of financial statements for the year ended March 31, 2024

(₹ in lakhs)
For the year ended For the year ended
28. Finance Costs
March 31 March 31
2024 2023
(a) Interest on borrowings 1856,56.68 1881,90.25
(b) Interest on debt securities 521,73.65 676,52.44
(c) Interest on subordinated liabilities 111,29.25 137,75.02
(d) Interest expense on lease liability 6,77.21 6,48.78
(e) Other finance charges 30.26 1,06.12
Total 2496,67.05 2703,72.61

(₹ in lakhs)
For the year ended For the year ended
29. Impairment on financial instruments and other assets
March 31 March 31
2024 2023
Loans measured amortised cost
(a) Allowance for loan losses (760,98.04) (187,84.59)
(b) Loans written-off 1749,39.90 2010,64.26
(net of recoveries of ₹ 158,19.86 lakhs For the year ended March 31,
2024; ₹ 170,45.72 lakhs For the year ended March 31 ,2023)
Loans measured fair value through other comprehensive income
(a) Allowance for loan losses-FVOCI 113,12.05 202,84.81
Other assets
(a) Allowance for doubtful assets 25,74.40 3,47.77
(b) Balances written-off 75.11 9.02
Total 1128,03.42 2029,21.27

(₹ in lakhs)
For the year ended For the year ended
30. Employee benefits expenses
March 31 March 31
2024 2023
(a) Salaries 458,53.74 347,55.56
(b) Contribution to provident and other funds 25,64.79 19,26.70
(c) Staff welfare expenses 23,12.11 18,75.01
Total 507,30.64 385,57.27
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN -
U65910MH1992PLC187184)
Notes forming part of financial statements for the year ended March 31, 2024

(₹ in lakhs)
For the year ended For the year ended
31. Other expenses
March 31 March 31
2024 2023
(a) Rent, taxes and energy costs 12,40.99 14,74.88
(b) Repairs and maintenance 4,15.73 3,70.04
(c) CSR expense 2,78.56 4,17.53
(d) Communication costs 5,61.81 5,93.24
(e) Printing and stationery 2,48.79 2,65.48
(f) Advertisement and publicity 5,35.26 6,74.62
(g) Director's fees, allowances and expenses 3,08.67 3,53.91
(h) Auditor's fees and expenses 1,21.80 1,56.66
(refer Note (i) below)
(i) Legal and professional charges 91,94.31 63,47.57
(j) Insurance 90,39.42 61,40.71
(k) Commission 66,37.25 70,84.24
(l) Service provider fees 174,61.00 242,83.94
(m) Travelling and conveyance 21,06.61 14,38.69
(n) Cenvat credit reversal 51,96.94 65,70.03
(o) Loss on sale of asset held for sale 33,72.41 71,04.53
(p) Others expenses 50,72.06 48,80.17
Total 617,91.61 681,56.24

(₹ in lakhs)
For the year ended For the year ended
(i) Auditors’ remuneration (excluding taxes):
March 31 March 31
2024 2023
(a) As auditors - statutory audit 95.00 1,05.63
(b) Tax audit 13.00 13.88
(c) For other services 8.55 31.42
(d) Reimbursement of out of pocket expenses 5.25 5.73
Total 1,21.80 1,56.66

(ii) Corporate social responsibility

(₹ in lakhs)
For the year ended For the year ended
Particulars
March 31 March 31
2024 2023
Amount required to be spent by the Company 3,53.65 3,42.44
Amount of expenditure incurred 2,53.90 4,79.62
Excess/(Shortfall) at the end of the year (54.03) 75.09
Total of previous years excess/(shortfall) 45.72* (62.09)

* Net of refunds pertaining to previous periods.

 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN -
U65910MH1992PLC187184)
Notes forming part of financial statements for the year ended March 31, 2024

Reason for shortfall

For FY2024, the Company could not spent entire amount due to project complexities and delay in launch of the project.

Nature of CSR activities

During FY2024, the Company conducted financial literacy & road safety to driver community (Project Akanksha), Mobile vision
screening camps for the driver community (Project Suraksha) and program consisting of scholarship provided to 25 adolescent girls
(Project Uddan).

For the year ended For the year ended

Details of related party transactions March 31 March 31
2024 2023
i. Contribution to a trust controlled by the company in relation to CSR
- -
expenditure as per relevant Accounting Standard
ii. Any other, please specify - -
Where a provision is made with respect to a liability incurred by entering into a contractual obligation

For the year ended For the year ended

Particulars March 31 March 31
2024 2023
i. Provision at the beginning of the year 74.05 62.09
ii. Additional provision made during the year 24.66 74.05
iii. Provision reversed during the year - -
iv. Provision resulted in expenditure during the year 74.05 62.09
v. Provision at the end of the year 24.66 74.05
Note :
1. At March 31,2024, unspend amount has been deposited into an escrow account with scheduled bank within due date.
2. At March 31, 2023, the company has made provision of Rs. 74.05 lakhs and the same has been subsequently paid for CSR
activities.
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)
Notes forming part of financial statements for the year ended March 31, 2024

32. Earnings per share

Basic and diluted earnings per equity share are computed in accordance with Ind AS 33 – Earnings per share. Basic earnings per equity share
are computed by dividing the net profit attributable to equity holders of Company by the weighted average number of equity shares
outstanding during the year (including Ordinary shares that will be issued upon conversion of a mandatorily convertible instrument).

Diluted EPS is calculated by dividing the net profit attributable to equity holders of Company by the weighted average number of equity
shares outstanding during the year plus the weighted average number of equity shares that would be issued on the conversion of a
mandatorily convertible instrument.
The following table sets forth, for the years indicated, the computation of earnings per share.

(₹ in lakhs)
For the year ended For the year ended
Particulars
March 31 March 31
2024 2023
Basic
Weighted average no. of equity shares outstanding 496,939,176 496,939,176
Net profit /(Loss) attributable to equity share holders (Refer Note 1) (122,37.26) (1080,41.55)
Basic earnings per share (₹ ) (2.46) (21.74)
Diluted
Weighted average no. of equity shares outstanding 496,939,176 496,939,176
Net profit/(Loss) attributable to equity share holders (Refer Note 1) (122,37.26) (1080,41.55)
Diluted earnings per share (₹ ) (2.46) (21.74)
Face value per share (₹ ) 100 100

Note 1 - Calculation of net profit attributable to equity share holders

Profit after tax as per statement of profit and loss 51,87.86 (939,53.30)
Less - Distribution made to holders of perpetual instruments (174,25.12) (140,88.25)
Net profit/ (Loss) attributable to equity share holders (122,37.26) (1080,41.55)

33. Segment reporting

The Company is primarily engaged in the business of financing and there are no separate reportable operating segments identified as per the
Ind AS 108 - Segment Reporting.

34. Contingent liabilities and commitments :-

1 Contingent liabilities to the extent not provided for:
a) Claims against the Company not acknowledged as debts:
(₹ in lakhs)
Particulars As at March 31 As at March 31
2024 2023
In respect of consumer disputes 25,77.55 28,07.83
Total 25,77.55 28,07.83
b) Bank guarantee for which the Company is contingently liable:
(₹ in lakhs)
Particulars As at March 31 As at March 31
2024 2023
In respect of guarantees given by banks for Income tax matters - 99.00
The Company’s pending litigations comprise of claims against the Company primarily by the customers and proceedings pending with Income
Tax and other authorities. The Company has reviewed all its pending litigations and proceedings and has adequately provided for where
provisions are required and disclosed the contingent liabilities where applicable, in its financial statements. The amount of provisions /
contingent liabilities is based on management’s estimate, and no significant liability is expected to arise out of the same.
TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)
Notes forming part of financial statements for the year ended March 31, 2024

2 Commitments:
Capital commitments
Estimated amount of contracts remaining to be executed on capital account and not provided for ₹ 15,27.59 lakhs (as at March 31, 2023: ₹
80.85 lakhs).
Other commitments
Loan commitment of ₹673,24.61 lakhs (as at March 31, 2023: ₹ 14,82.53 lakhs).
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)
Notes forming part of financial statements for the year ended March 31, 2024

35. 1. Disclosures for demerger

The Board of Directors has at its meeting held on October 3, 2022, approved a Scheme of Arrangement (“the Scheme”) under Section 230
to Section 232 read with Section 66 of the Act, as amended between the Company and TMF Business Services Limited (Formerly known
as Tata Motors Finance Limited) (its fellow subsidiary) and their respective shareholders for Demerger of the Non-Banking Finance
related business (“NBFC Undertaking”) of the Tata Motors Finance Limited into the Company.

Appointed date for the scheme was April 1, 2023. The Reserve Bank of India has gave its no-objection for the Scheme. The Scheme was
approved by Hon’ble National Company Law Tribunal, Mumbai bench on May 12, 2023, for which the final order was received on June
15, 2023. The Company had received all other necessary regulatory approvals and filed the order with Registrar of Companies on June 30,
2023. Accordingly, the scheme came into effect from June 30, 2023.

The difference, between the equity shares issued and all assets and liabilities, has been debited to ‘Demerger Reserve.’
Amount (Rs. in lakhs)
Particulars
Sr. No.
At April 1, 2023
1 Assets taken over 30010,07.99
2 Liabilities taken over 26966,04.72
3 Reserves taken over 2086,54.95
4 Equity shares (32,68,89,441 no. having face value of Rs. 100 each) issued as consideration for demerger 3268,89.44
5 Difference between consideration paid and net assets and reserves taken over (1-2-3-4) (2311,41.12)
6 Cancellation of inter-company investments 103,70.27
Demerger reserve (5-6) (2415,11.39)

Comparative accounting period presented in the financial statements of the Company has been restated for the accounting impact of the
transfer, as if the business combination has occurred from the beginning of the comparative period in the financial statements i.e., April
1, 2022.

2 Financial statements
Business Combination
The Board of Directors has, at its meeting held on October 3, 2022, approved a Scheme of Arrangement (“the Scheme”) under Section
230 to Section 232 read with Section 66 of the Companies Act, 2013 as amended between the Company and TMF Business Services
Limited (Formerly known as Tata Motors Finance Limited) (its fellow subsidiary) and their respective shareholders for demerger of the
Non-Banking Finance related business (“NBFC Undertaking”) of TMF Business Services Limited (Formerly known as Tata Motors Finance
Limited) into the Company.

Appointed date for the scheme is April 1, 2023. The Reserve Bank of India has gave its no-objection for the Scheme. The Scheme was
approved by Hon’ble National Company Law Tribunal, Mumbai bench on May 12, 2023, for which the final order was received on June
15, 2023. The Company has received all other necessary regulatory approvals and filed the order with Registrar of Companies on June 30,
2023. Accordingly, the scheme came into effect from June 30, 2023.

Pursuant to the Scheme, the NBFC Undertaking of TMFL has been transferred as a going concern effective April 1, 2023. As NBFC
undertaking is transferred from fellow subsidiary, the demerger has been accounted in accordance with ‘Pooling of Interest Method’ laid
down by Appendix C ‘Business combination of entities under common control’ of Indian Accounting Standard 103 (Ind AS 103), ‘Business
Combination’, notified under the Companies Act, 2013. Accordingly, all assets, liabilities and contingent liabilities have been recorded in
the books of account of the Company at their existing carrying amounts and in the same form. The difference, between the equity shares
issued and all assets and liabilities, has been debited to ‘Demerger Reserve.’ Comparative accounting period presented in the financial
statements of the Company has been restated for the accounting impact of the transfer, as if the business combination has occurred
from the beginning of the comparative period in the financial statements i.e., April 1, 2022.
TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)
Notes forming part of financial statements for the year ended March 31, 2024

Following are the assets and liabilities acquired at April 1, 2023

Particulars Amount
(Rs. in lakhs)
Assets
Financial assets
Cash and cash equivalents 3226,96.12
Bank balance other than cash and cash equivalents 61,41.91
Derivative financial instruments 96,99.07
Receivable
i. Trade receivables 23,96.19
ii. Other receivables 2,37.54
Loans 23756,33.22
Investments 1455,75.99
Other financial assets 779,06.47
29402,86.51
Non-Financial assets
Deferred tax assets (net) 220,47.12
Property, plant, and equipment 95,07.22
Other intangible assets 2,24.14
Other non-financial assets 118,79.44
436,57.92
Assets held for sale 170,63.56
Total assets (A) 30010,07.99
Liabilities and equity
Financial liabilities
Derivative financial instruments 14,86.64
Payables
i. Trade payables
(a) total outstanding dues of micro enterprises and small enterprises 10,67.67
(b) total outstanding dues of creditors other than micro enterprises and small enterprises 205,75.31
ii. Other payables
(a) total outstanding dues of micro enterprises and small enterprises -
(b) total outstanding dues of creditors other than micro enterprises and small enterprises 120,74.90
Debt securities 6219,10.58
Borrowings (other than debt securities) 16819,21.31
Subordinated liabilities 1311,67.23
Other financial liabilities 775,14.12
25477,17.76
Non-financial liabilities
Provisions 78,50.25
Other non-financial liabilities 62,36.71
140,86.96

Equity -
Instruments entirely equity in nature 1348,00.00
Other equity 2086,54.95
3434,54.95
Total liabilities and equity (B) 29052,59.67
Net assets (C) = (A) – (B) 957,48.32
Less – Equity shares issued as consideration for purchase of NBFC undertaking 3268,89.44
Cancellation of inter-company investments 103,70.27
Demerger reserve (2415,11.39)
TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)
Notes forming part of financial statements for the year ended March 31, 2024

Re-stated balance sheet at March 31, 2023

(Amount Rs. in lakhs)
Particulars Before effect of Effect of business Re-stated balances
business combination post effect of
combination business
combination
Assets
Financial assets
Cash and cash equivalents 896,20.67 3226,96.12 4123,16.79
Bank balance other than cash and cash equivalents - 61,41.91 61,41.91
Derivative financial instruments 13,40.42 96,99.07 110,39.49
Receivable
i. Trade receivables 11.65 23,96.19 24,07.84
ii. Other receivables 35,14.58 (32,57.43) 2,57.15
Loans 9772,27.68 23756,33.22 33528,60.90
Investments 614,44.79 1352,05.74 1966,50.53
Other financial assets 130,70.68 779,06.47 909,77.15
11462,30.47 29264,21.29 40726,51.76
Non-Financial assets
Current tax assets (net) 66,84.63 - 66,84.63
Deferred tax assets (net) - 168,83.92 168,83.92
Property, plant, and equipment 2,45.78 95,07.22 97,53.00
Goodwill 180,25.25 - 180,25.25
Other intangible assets 0.39 2,24.14 2,24.53
Other non-financial assets 56,38.53 118,79.44 175,17.97
305,94.58 384,94.72 690,89.30
Assets held for sale 21,37.67 170,63.56 192,01.23

Total assets (A) 11789,62.72 29819,79.57 41609,42.29

Liabilities and equity

Financial liabilities
Derivative financial instruments - 14,86.64 14,86.64
Payables
i. Trade payables
(a) total outstanding dues of micro enterprises and small
enterprises 2,87.02 10,67.67 13,54.69
(b) total outstanding dues of creditors other than micro
enterprises and small enterprises 43,55.46 205,75.31 249,30.77
ii. Other payables
(a) total outstanding dues of micro enterprises and small
enterprises - - -
(b) total outstanding dues of creditors other than micro
enterprises and small enterprises 18,05.19 85,79.93 103,85.12
Debt securities 1648,33.34 6219,10.58 7867,43.92
Borrowings (other than debt securities) 7330,31.92 16819,21.31 24149,53.23
Subordinated liabilities - 1311,67.23 1311,67.23
Other financial liabilities 227,61.91 775,14.12 1002,76.03
9270,74.84 25442,22.79 34712,97.63
Non-financial liabilities
Provisions 2,50.15 78,50.25 81,00.40
Deferred tax liabilities (Net) 51,63.20 (51,63.20) -
Other non-financial liabilities 16,48.40 62,36.71 78,85.11
70,61.75 89,23.76 159,85.51

Equity 1700,49.74 - 4969,39.18

Instruments entirely equity in nature 460,00.00 1348,00.00 1808,00.00
Other equity 287,76.39 2086,54.95 (40,80.03)
2448,26.13 3434,54.95 6736,59.15
Total liabilities and equity (B) 11789,62.72 28966,01.50 41609,42.29
Net assets (C) = (A) – (B) - 853,78.07 -
Less – Equity shares issued as consideration for purchase of NBFC 3268,89.44
Demerger reserve (2415,11.39)
TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)
Notes forming part of financial statements for the year ended March 31, 2024

Re-stated Statement of Profit & Loss for the year ended March 31, 2023
(Amount Rs. in lakhs)
Re-stated balances
Before effect of post effect of
business Effect of business business
Particulars combination combination combination
Revenue from operations
(a) Interest income 1162,14.41 3123,74.26 4285,88.67
(b) Dividend income - 3,77.37 3,77.37
(c) Rental income - 3,30.73 3,30.73
(d) Fees and commission income 26,78.58 148,62.58 175,41.16
(e) Net gain on fair value changes 50,28.40 106,59.33 156,87.73
(f) Net gain on derecognition of financial instruments 84,56.84 123,74.18 208,31.02
Total Revenue from operations 1323,78.23 3509,78.45 4833,56.68
Other income 18,87.42 53,12.97 72,00.39
Total income 1342,65.65 3562,91.42 4905,57.07
Expenses
(a) Finance costs 678,36.69 2025,35.92 2703,72.61
(b) Impairment on financial instruments and other assets 347,00.12 1682,21.15 2029,21.27
(c) Employee benefits expenses 82,30.97 303,26.30 385,57.27
(d) Depreciation, amortization, and impairment 90.99 23,32.90 24,23.89
(e) Other expenses 131,89.88 549,66.36 681,56.24
Total expenses 1240,48.65 4583,82.62 5824,31.27
Profit before tax 102,17.00 (1020,91.20) (918,74.20)
Tax expense / (income)
Current tax 3,54.09 - 3,54.09
Deferred tax 22,28.00 (5,03.00) 1,725.00
Total tax expense 25,82.09 (5,03.00) 20,79.09
Profit for the quarter 76,34.91 (1015,88.20) (939,53.29)
Other comprehensive income
A i. Items that will not be reclassified to profit or loss
(a) Remeasurements of the defined benefit plans 20.57 5,23.17 5,43.74
(b) Equity Instruments through Other Comprehensive Income - (3,73.87) (3,73.87)
ii. Income tax relating to items that will be reclassified to profit - 94.59 94.59
B i. Items that will be reclassified to profit or loss
(a) Net Gains/(Losses) on cash flow hedges 86.42 28,52.11 29,38.53
(b) Debt Instruments through Other Comprehensive Income 161,55.49 (83,89.12) 77,66.37
ii. Income tax relating to items that will be reclassified to profit (40,66.01) 21,11.37 (19,54.64)
Other Comprehensive Income 121,96.47 (31,81.75) 90,14.72
Total comprehensive income for the period 198,31.38 (1047,69.95) (849,38.57)
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)
Notes forming part of financial statements for the year ended March 31, 2024

36. Related party disclosures

1 Related parties and their relationship (as defined under IndAS-24 Related Party Disclosures)
A.
Ultimate Holding Company: Tata Motors Limited
Holding Company: TMF Holdings Limited

B. Other Related Parties with whom transactions have taken place during the year end:
(ii) Fellow subsidiaries, associates and Joint arrangements within the Group

TMF Business Services Limited (Formerly known as Tata Motors Finance Limited)
TML Business Services Limited (formerly known as Concorde Motors (India) Limited)
Tata Technologies Limited
Tata Precision Industries (India) Limited
Automobile Corporation of Goa Limited
Tata Motors Insurance Broking & Advisory Services Limited
Tata Hitachi Construction Machinery Company Private Limited
Tata Passenger Electric Mobility Limited
Tata Motors Passenger Vehicles Limited
(iii) Tata Sons and its subsidiaries and Joint arrangements

Tata Sons Private Limited

Tata Capital Limited
Tata Capital Financial Services Limited
Tata Capital Housing Finance Limited
Tata Consultancy Services Limited
Tata International Limited
Tata AIG General Insurance Company Limited
Tata Teleservices Limited
Tata Teleservices (Maharashtra) Limited
Tata Communications Limited

(iv) Relatives of Key Management personnel

Ms. Sonu Mani - Spouse of Non Executive Director

(Upto August 31, 2023)

(V) Post Employment Benefit Plans

Tata Motors Finance Limited Employees Gratuity Trust

C. Key Management personnel :
Mr. Alok Chadha - Whole Time Director (Upto June 30, 2023)
Mr. Samrat Gupta - Managing Director & Chief Executive Officer (w.e.f July 1, 2023)
Mr. Nasser Munjee - Chairman & Independent Director
Mrs. Vedika Bhandarkar - Independent Director
Mrs. Varsha Purandare - Independent Director
Mr. P. S. Jayakumar - Independent Director (w.e.f July 10, 2023)
Mr. P. B. Balaji - Non-Executive Director
Mr. N. V. Sivakumar - Independent Director (w.e.f November 7,2023)
Mr. Shyam Mani - Non-Executive Director (Upto August 31, 2023)
Mr. Dhiman Gupta - Non-Executive Director
Mr. Uday Uchil - Chief Financial Officer (Upto June 30, 2023)
Ms. Ridhi Gangar - Chief Financial Officer (w.e.f July 1, 2023)
Mr. Vinay Lavannis - Company Secretary (w.e.f July 1, 2023)
Mr. Neeraj Dwivedi- Company Secretary (Upto June 30, 2023)
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)
Notes forming part of financial statements for the year ended March 31, 2024

The following table summarizes related-party transactions for the year ended March 31, 2024 and balances as at March 31 ,2024
(₹ in lakhs)
Ultimate Holding
Particulars Holding Company Other Related Parties Total
Company
a) Transactions during the year
Recoveries from employee benefit trust - - 8,11.60 8,11.60
Interest income 9,90.10 2,69.26 1,95.79 14,55.15
Dividend income - - 10,56.79 10,56.79
Inter-Corporate deposits placed 500,00.00 740,00.00 262,00.00 1502,00.00
Inter-Corporate deposits repayment received 500,00.00 700,00.00 262,00.00 1462,00.00
Inter-Corporate deposits accepted - 300,00.00 - 300,00.00
Inter corporate deposits repaid - 300,94.84 - 300,94.84
Factoring transactions 2105,77.46 - 404,06.45 2509,83.91
Expenses for other services (including reimbursement of expenses) 1,32.45 - 32,22.67 33,55.12
Interest expenses - 61,13.42 - 61,13.42
Rent expenses 11.08 4,51.92 - 4,63.00
Other expenses - - 7,00.54 7,00.54
Short-term advances 409,22.54 - 643,53.55 1052,76.09
Short-term advances refunded back 409,28.12 - 635,48.99 1044,77.11
Rent Income - - 3,63.04 3,63.04
Other Income 39.92 1,08.98 53.33 2,02.23

(₹ in lakhs)
Ultimate Holding
b) Closing Balance Holding Company Other Related Parties Total
Company
Inter-company deposits - 85,00.00 - 85,00.00
Finance lease receivables 62,09.04 - 31,75.98 93,85.02
Amount receivable - Short-term advances 46,60.10 - 8,04.56 54,64.66
Payables - borrowings ,debt securities & subordinates liabilities - 600,00.00 - 600,00.00
Other receivables 1,02.18 27.59 2,53.33 3,83.10
Other Payables 63.16 31,01.54 13,60.51 45,25.21

(₹ in lakhs)
Ultimate Holding
c) Maximum balance during the year Holding Company Other Related Parties Total
Company
Inter company deposit 262,00.00 - 262,00.00
Amount receivable others 92.65 74.61 11,65.24 13,32.50
Amount receivable in respect of security deposit 8.87 - 8.87
Incentive receivable 59.16 - 59.16
Purchase of receivable 31.28 16.62 47.90
Finance lease receivable 61,80.62 31,61.67 93,42.29
Accrued Interest income - Finance lease receivable 28.42 14.32 42.74
Amount receivable - Short-term advances 84,39.71 164,85.17 249,24.88
Amount payable in respect of Subordinate liabilities 600,00.00 - 600,00.00
Amount payable others 2,41.90 57,92.12 13,94.48 74,28.50

(₹ in lakhs)
Ultimate Holding
d) Intra Group Exposure Holding Company Other Related Parties Total
Company
Total amount of Intra - group exposures 108,69.14 85,00.00 1105,91.19 1299,60.33
Total amount of top 20 Intra - Group exposures 108,69.14 85,00.00 1105,91.19 1299,60.33
% of Intra group exposures to total exposures of the NBFC on
0.31% 0.24% 3.16% 3.71%
borrowers/customers
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)
Notes forming part of financial statements for the year ended March 31, 2024

The following table summarizes related-party transactions for the year ended March 31, 2023 and balances as at March 31, 2023
(₹ in lakhs)
Ultimate Holding
Particulars Holding Company Other Related Parties Total
Company
a) Transactions during the year
Income related to financing activities 2,39.68 - - 2,39.68
Interest income on loans and investments 15,50.65 4,61.00 6.00 20,17.65
Dividend income - - 49.59 49.59
Rent Income - - 3,58.12 3,58.12
Service charges income 39.00 1,10.64 25,06.60 26,56.24
Expenses for other services (incl. reimbursement of expenses) 2,46.98 - 27,87.05 30,34.03
Interest Expenses - 83,19.90 - 83,19.90
Rent Expenses (refer note (i) ) 23.15 4,54.08 - 4,77.23
Other Expenses 75.97 36.97 21,11.94 22,24.88
Recoveries from employee benefit trust - - 5,47.11 5,47.11
Contributions paid to employee benefit trust - - 5,45.85 5,45.85
Loans and advances recovered 1470,00.00 355,00.00 - 1825,00.00
Loans and advances taken - 1900,00.00 - 1900,00.00
Issue of share capital (including share premium) - 700,36.46 - 700,36.46
Loans and advances given 2090,00.00 655,00.00 - 2745,00.00
Loans and advances repaid 620,00.00 1855,00.00 - 2475,00.00
Purchase of fixed assets 9,74.65 - - 9,74.65
Purchase of receivable 678,47.34 14,65.10 693,12.44
Short-term advances 156,52.66 - 34.90 156,87.56
Short-term advances refunded back 109,86.98 - 34.90 110,21.88
Other income 18.30 - 8,04.40 8,22.70

(₹ in lakhs)
Ultimate Holding
b) Closing Balance Holding Company Other Related Parties Total
Company
Receivable - loans and Advances 46,65.68 45,00.00 50.00 92,15.68
Other Receivables 85.49 10.75 1,48.12 2,44.36
Receivable - loans and Advances - Purchase of Receivable 20.00 - - 20.00
Receivable - loans and Advances - Finance lease 10.31 - - 10.31
Payables - Borrowings & debt securities - 900,00.00 - 900,00.00
Other receivable - Factoring 1.29 - - 1.29
Other Payables 2,20.65 30,54.99 6,79.54 39,55.18
Interest income accrued on loans - Finance lease 0.01 - - 0.01

Ultimate Holding
C) Maximum balance during the year Holding Company Other Related Parties Total
Company
Amount receivable others 50.35 20.76 71.11
Amount receivable in respect of security deposit 7.26 25,42.47 25,49.73
Incentive receivable 10,54.88 - 10,54.88
Other receivable - Factoring 36.13 - 36.13
Finance lease receivables 10.32 - 10.32
Accrued Interest income - Finance lease 0.01 - 0.01
Amount receivable in respect of Inter company deposit 300,00.00 - 300,00.00
Amount receivable - Short-term advances 53,22.06 - 53,22.06
Amount payable in respect of Subordinate liabilities 600,00.00 - 600,00.00
Amount payable others 2,10.39 42,14.93 - 44,25.32
Amount payable in respect of Inter company deposit 800,00.00 9,02.75 809,02.75

Ultimate Holding
d) Intra Group Exposure Holding Company Other Related Parties Total
Company
Total amount of Intra - Group exposures 30.32 45,00.00 378,00.66 42,330.98
Total amount of top 20 Intra - Group exposures 30.32 45,00.00 378,00.66 42,330.98
% of Intra group exposures to total exposures of the NBFC on
0.00% 0.12% 1.01% 1.13%
borrowers/customers

Note:
(i) The Company has entered into various lease rent agreement with ultimate holding company as a lessee. These contracts meets the lease definition as per Ind AS 116.
Accordingly, the Company has recognized the right of use assets and corresponding lease liability. Rent expenses includes ₹ 11.08 lakhs (₹ 23.15 lakhs for year March 31,
2023) which has been adjusted against the outstanding lease liability in accordance with Ind AS 116.
(iI) The Company has issued 1,36,67,774 equity shares having face value of Rs. 100 each to its holding company, TMF Holdings Limited during the year ended March 31, 2023
(refer note 23A).
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)
Notes forming part of financial statements for the year ended March 31, 2024

(III) Transactions and balances with Key Management personnel and their relatives
(₹ in lakhs)
For the year ended For the year ended
a) Transactions during the year
March 31 March 31
2024 2023
Distributions made for Instruments entirely equity in nature - 10.25
Interest paid on unsecured perpetual debentures 3.40 2.91
Repayment of unsecured perpetual debentures 30.00 -
Sale of asset 0.64
Reimbursement of insurance premium 1.65

b) Balances as at As at March 31 As at March 31

2024 2023
Net payable - Unsecured perpetual debentures - 1,30.00

Key management personnel remuneration

(₹ in lakhs)
For the year ended For the year ended
Particulars
March 31 March 31
2024 2023
Short term employee benefits (refer notes below) 11,79.70 5,33.58
Total 11,79.70 5,33.58

Notes:
(i) Expenses towards provision for gratuity and leave encashment which are determined on actuarial basis at an overall Company level are not included in the above
information.
(ii) Includes sitting fees paid to independent directors ₹ 2,88.80 lakhs and ₹ 2,94.30 lakhs for the year ended ended March 31, 2024 and March 31, 2023 respectively.
(iii) Includes commission paid to independent directors ₹ 2,37.50 and ₹ 2,50.00 lakhs for the year ended ended March 31, 2024 and March 31, 2023 respectively.
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)
Notes forming part of financial statements for the year ended March 31, 2024

37. Employee benefits

a) Defined contribution plans
Superannuation fund
The Company makes contribution towards superannuation fund, a defined contribution retirement plan for qualifying employees. The Superannuation
Fund is administered by the Trustees of the Tata Motors Limited Superannuation Fund. The Company is liable to pay to the superannuation fund to the
extent of the amount contributed. The Company recognise such contribution as an expense in the year of contribution.
The amounts contributed in current year of ₹ 95.44 lakhs (previous year ₹ 1,05 lakhs) has been recognised in the Statement of Profit and Loss.
Gratuity
The gratuity defined benefit plan is a funded plan and the Company makes contributions to the Tata Motors Finance Limited Employees Gratuity Trust for
funding the defined benefit gratuity plan for qualifying employees. The plan provides for a lump sum payment to vested employees at retirement, death
while in employment or on termination of employment of an amount equivalent to 15 to 30 days salary payable for each completed year of service.
Vesting occurs upon completion of five years of service.
The following table sets out the funded and unfunded status and the amounts recognised in the financial statements for the gratuity plans

a) Changes in defined benefit obligations

(₹ in lakhs)
Particulars As at March 31 As at March 31
2024 2023
Defined benefit obligation, beginning of the year 6,71.62 6,03.03
Current service cost 4,75.84 75.93
Interest cost 3,37.12 41.69
Remeasurement (gains) / losses
Actuarial (gain) /losses arising from change in financial assumptions 60.02 1.36
Actuarial (gain) /losses arising from change in demographic assumptions (63.12) (13.69)
Actuarial (gain) /losses arising from change in experience adjustments 3,37.77 (4.88)
Transfer-in on account of demerger 45,16.18 -
Benefits paid from plan assets (10,11.21) (31.82)
Defined benefit obligation, end of the year 53,24.22 6,71.62

b) Changes in plan assets

(₹ in lakhs)
Particulars As at March 31 As at March 31
2024 2023
Fair value of plan assets, beginning of the year 6,14.03 5,40.39
Interest Income on plan assets 3,39.12 39.46
Remeasurement gains / (losses) -
Return on plan assets, (excluding amount included in net Interest expense) 0.18 3.36
Transfer-in on account of demerger 45,72.73 -
Employer's contribution 57.59 62.64
Benefits paid (10,11.21) (31.82)
Fair value of plan assets, end of the year 45,72.44 6,14.03

c) Amount recognised in balance sheet consists of:

(₹ in lakhs)
Particulars As at March 31 As at March 31
2024 2023
Present value of defined benefit obligation (53,24.22) (6,71.62)
Fair value of plan assets 45,72.44 6,14.03
Net Assets/ (Liability) (7,51.78) (57.59)

d) Amount recognised in the Statement of Profit and Loss:

(₹ in lakhs)
Particulars As at March 31 As at March 31
2024 2023
Current Service Cost 4,75.84 75.93
Interest on defined benefit obligations (Net) (2.00) 2.23
Net Charge to the Statement of Profit and Loss 4,73.84 78.16

e) Amount recognised in Other Comprehensive Income(OCI) for the year:

(₹ in lakhs)
Particulars As at March 31 As at March 31
2024 2023
Remeasurement of the net defined benefit liability:
Return on plan assets excluding amounts included in interest expense/(income) (0.18) (3.36)
Actuarial (gain) /losses arising from change in demographic assumptions (63.12) (13.69)
Actuarial (gain) /losses arising from change in financial assumptions 60.02 1.36
Actuarial (gain) /losses arising from change in experience adjustments 3,37.77 (4.88)
Net impact on the other comprehensive income before tax 3,34.49 (20.57)
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)
Notes forming part of financial statements for the year ended March 31, 2024

f) The fair value of Company’s Gratuity plan asset by category

(₹ in lakhs)
Particulars As at March 31 As at March 31
2024 2023
Asset Category
- Government securities (quoted) - -
- Debt instruments (quoted) - -
- Debt instruments (unquoted) - -
- Equity shares (quoted) - -
- Insurer Managed Funds (unquoted) 100% 100%

g) The assumptions used in accounting for the gratuity plans are set out below:
Particulars As at March 31 As at March 31
2024 2023
Discount rate 7.00% 7.20%
Expected return on plan assets 7.20% 7.10%
Salary Escalation rate
8% for first year,
7.00% 7% thereafter
Mortality Tables Indian Assured Lives mortality (2006-
08) Ult

(a) Discount rate is based on the prevailing market yields of Indian government securities as at the balance sheet date for the estimated term of the
obligations.
(b) The estimates of future salary increases, considered in actuarial valuation, take into account the inflation, seniority, promotion and other relevant factors.

h) The maturity profile of defined benefit obligation are set out below:
(₹ in lakhs)
Particulars As at March 31 As at March 31
2024 2023
Within next 12 months (next annual reporting period) 5,83.19 1,05.54
Between 1 and 5 years 31,44.22 3,09.01
Between 5 and 9 years 42,26.74 5,83.06

i) Quantitative sensitivity analysis for significant assumptions: (₹ in lakhs)

Particulars As at March 31 As at March 31
2024 2023
100 bps increase in discount rate (2,88.10) (38.71)
100 bps decrease in discount rate 3,19.93 43.30
100 bps increase in salary escalation rate 3,15.99 42.85
100 bps decrease in salary escalation rate (2,89.45) (38.97)

The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur,
and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial
assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the
reporting period) has been applied as when calculating the defined benefit liability recognised in the Balance Sheet.
The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the previous year.

j) Weighted average duration of defined benefit obligation:

Particulars As at March 31 As at March 31
2024 2023
The weighted average duration of the defined benefit obligation 5.81 years 7.87 years

k) The best estimate of the expected Contribution for the next year:
(₹ in lakhs)
Particulars As at March 31
2024
Expected contribution to the funded gratuity plans in next financial year. 52,10.71

l) Risk Exposure
Through its gratuity defined benefit plans, the Company is exposed to a number of risks, the most significant of which are detailed below :

Investment Risk: If future investment returns on assets are lower than assumed in valuation, the scheme’s assets will be lower, and the funding level
higher, than expected.

Change in bond yields: A decrease in yields will increase plan liabilities, although this will be partially offset by an increase in the value of the plans’ bond
holdings.

Note : Comparative years amounts presented in employee benefits notes are not restated on account of demerger and are as published in previous year's
financial statement.
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)
Notes forming part of financial statements for the year ended March 31, 2024

38. Fair value measurements

Financial Instruments by categories

The following table presents the carrying amounts of each category of financial assets and liabilities as at March 31, 2024
(₹ in lakhs)
Derivative Derivative
instruments in instruments Total carrying
Financial assets Amortised cost FVTOCI FVTPL
hedging not in hedging value
relationship relationship
(a) Investments-other than Subsidiaries 1247,64.91 168,97.57 1112,83.22 - - 2529,45.70
(b) Loans 14360,54.02 16749,49.88 - - - 31110,03.90
(c) Trade & other receivables 53,84.20 - - - - 53,84.20
(d) Cash and cash equivalents 3001,26.60 - - - - 3001,26.60
(e) Other bank balances 3,43.42 - - - - 3,43.42
(f) Other financial assets 1087,06.98 - - - - 1087,06.98
(g) Derivative financial instruments - - - 102,44.23 - 102,44.23
Total 19753,80.13 16918,47.45 1112,83.22 102,44.23 - 37887,55.03

(₹ in lakhs)
Derivative Derivative
instruments in instruments Total carrying
Financial liabilities Amortised Cost FVTOCI FVTPL
hedging not in hedging value
relationship relationship
(a) Borrowings 25348,39.28 - - - - 25348,39.28
(b) Debt securities 3829,90.00 - - - - 3829,90.00
(c) Trade & other payables 402,84.53 - - - - 402,84.53
(d) Subordinated liabilities 1082,86.07 - - - - 1082,86.07
(e) Derivative financial instruments - - - 4,91.29 - 4,91.29
(f) Other financial liabilities 1155,22.81 - - - - 1155,22.81
Total 31819,22.69 - - 4,91.29 - 31824,13.98

Fair value hierarchy

Set out below, is a comparison by class of carrying amounts and fair value of the Company's financial assets/liabilities, other than those with the carrying amounts that
are reasonable approximations of fair values:
(₹ in lakhs)
Particulars As at March 31,2024
Carrying value Fair value Level 1 Level 2 Level 3 Total
Financial assets measured at fair value
(a) Investments 1281,80.79 1281,80.79 423,24.56 - 858,56.23 1281,80.79
(b) Derivative instruments 102,44.23 102,44.23 - 102,44.23 - 102,44.23
(c ) Loans 16749,49.88 16749,49.88 - - 16749,49.88 16749,49.88
Total 18133,74.90 18133,74.90 423,24.56 102,44.23 17608,06.11 18133,74.90

(₹ in lakhs)
Particulars As at March 31,2024
Carrying value Fair value Level 1 Level 2 Level 3 Total
Financial assets measured at amortised cost
for which fair value is disclosed
(a) Loans 14360,54.02 14379,68.82 - - 14379,68.82 14379,68.82
Total 14360,54.02 14379,68.82 - - 14379,68.82 14379,68.82

(₹ in lakhs)
Particulars As at March 31,2024
Carrying value Fair value Level 1 Level 2 Level 3 Total
Financial liabilities measured at fair value
(a) Derivative instruments 4,91.29 4,91.29 - 4,91.29 - 4,91.29
4,91.29 4,91.29 - 4,91.29 - 4,91.29
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)
Notes forming part of financial statements for the year ended March 31, 2024
(₹ in lakhs)
Particulars As at March 31,2024
Carrying value Fair value Level 1 Level 2 Level 3 Total
Financial liabilities measured at amortised
cost for which fair value is disclosed

(a) Debt securities 2757,19.43 2751,16.23 - 2751,16.23 - 2751,16.23

(b) Subordinated liabilities 1082,86.07 1129,73.07 - 1129,73.07 - 1129,73.07
Total 3840,05.50 3880,89.30 - 3880,89.30 - 3880,89.30

The following table presents the carrying amounts of each category of financial assets and liabilities as at March 31, 2023
(₹ in lakhs)
Derivative Derivative
instruments in instruments Total carrying
Financial assets Amortised cost FVTOCI FVTPL
hedging not in hedging value
relationship relationship
(a) Investments-other than Subsidiaries 1233,14.93 129,96.52 602,09.33 - - 1965,20.78
(b) Loans 16555,76.00 16972,84.90 - - - 33528,60.90
(c) Trade & other receivables 26,64.99 - - - 26,64.99
(d) Cash and cash equivalents 4123,16.79 - - - - 4123,16.79
(e) Other bank balances 61,41.91 - - - - 61,41.91
(f) Other financial assets 909,77.15 - - - - 909,77.15
(g) Derivative financial instruments - - - 13,40.42 96,99.07 110,39.49
Total 22909,91.77 17102,81.42 602,09.33 13,40.42 96,99.07 40725,22.01
(₹ in lakhs)
Derivative Derivative
instruments in instruments Total carrying
Financial liabilities Amortised Cost FVTOCI FVTPL
hedging not in hedging value
relationship relationship
(a) Borrowings 24149,53.23 - - - - 24149,53.23
(b) Debt securities 7867,43.92 - - - - 7867,43.92
(c) Trade & other payables 366,70.58 - - - - 366,70.58
(d) Subordinated liabilities 1311,67.23 - - - - 1311,67.23
(e) Derivative financial instruments - - - - 14,86.64 14,86.64
(f) Other financial liabilities 1002,76.03 - - - - 1002,76.03
Total 34698,10.99 - - - 14,86.64 34712,97.63
Fair value hierarchy
Set out below, is a comparison by class of carrying amounts and fair value of the Company's financial assets/liabilities, other than those with the carrying amounts that
are reasonable approximations of fair values:
(₹ in lakhs)
Particulars As at March 31, 2023
Carrying value Fair value Level 1 Level 2 Level 3 Total
Financial assets measured at fair value
(a) Investments 732,05.85 732,05.85 494,00.87 - 238,04.98 732,05.85
(b) Derivative instruments 110,39.49 110,39.49 - 110,39.49 - 110,39.49
(c ) Loans 16972,84.90 16972,84.90 - - 16972,84.90 16972,84.90
Total 17815,30.24 17815,30.24 494,00.87 110,39.49 17210,89.88 17815,30.24

(₹ in lakhs)
Particulars As at March 31, 2023
Carrying value Fair value Level 1 Level 2 Level 3 Total
Financial assets measured at amortised cost for which fair value is disclosed

(a) Loans 16555,76.00 16606,41.40 - - 16606,41.40 16606,41.40

Total 16555,76.00 16606,41.40 - - 16606,41.40 16606,41.40
(₹ in lakhs)
Particulars As at March 31, 2023
Carrying value Fair value Level 1 Level 2 Level 3 Total
Financial liabilities measured at fair value
(a) Derivative instruments 14,86.64 14,86.64 - 1,486.64 - 14,86.64
14,86.64 14,86.64 - 14,86.64 - 14,86.64
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)
Notes forming part of financial statements for the year ended March 31, 2024

(₹ in lakhs)
Particulars As at March 31, 2023
Carrying value Fair value Level 1 Level 2 Level 3 Total
Financial liabilities measured at amortised cost for which fair value is disclosed

(a) Debt securities 4265,36.09 4212,15.02 - 421,215.02 - 4212,15.02

(b) Subordinated liabilities 1311,67.23 1335,69.85 - 133,569.85 - 1335,69.85
Total 5577,03.32 5547,84.87 - 5547,84.87 - 5547,84.87

1. Quoted prices in an active market (Level 1): This level of hierarchy includes financial assets that are measured by reference to quoted prices (unadjusted) in active
markets for identical assets or liabilities. This category consists of quoted equity shares and mutual fund investments.
2. Valuation techniques with observable inputs (Level 2): This level of hierarchy includes financial assets and liabilities, measured using inputs other than quoted prices
included within Level 1 that are observable for the asset or liability, either directly (i.e; as prices) or indirectly (i.e; derived from prices). This level of hierarchy include
Company’s over-the-counter (OTC) derivative contracts.
3. Valuation techniques with significant unobservable inputs (Level 3): This level of hierarchy includes financial assets and liabilities measured using inputs that are not
based on observable market data (unobservable inputs). Fair values are determined in whole or in part, using a valuation model based on assumptions that are neither
supported by prices from observable current market transactions in the same instrument nor are they based on available market data. This level of hierarchy include
investments in certain unquoted equity shares.
Valuation technique used to determine fair value of financial instruments
(a) Derivatives instruments are fair valued using market observable rates and published prices together with forecast cash flow information where applicable are
classified in level 2. The fair value (i.e. Market to Market) of the derivative instruments is provided by independent third party external valuer (i.e. reputed
banks/financial institution).
(b) The fair value of loans arising from financing activities has been estimated by discounting expected cash flows using rates at which loans of similar credit quality and
maturity would be made and internal assumptions such as expected credit losses and estimated collateral value as at March 31, 2024 and March 31, 2023. Since
significant unobservable inputs are applied in measuring the fair value of loans arising from finance activities are classified in Level 3.
(c ) The fair value of borrowings is estimated by discounting expected future cash flows, using a discount rate equivalent to the risk-free rate of return, adjusted for the
credit spread considered by the lenders for instruments of similar maturity and credit quality are classified in level 2.
(d) The fair value of the long term borrowings carrying floating-rate of interest is not impacted due to interest rate changes and will not be significantly different from
their carrying amounts.
(e) Costs of certain unquoted equity instruments has been considered as an appropriate estimate of fair value because of a wide range of possible fair value
measurements and cost represents the best estimate of fair value within that range. These investments in equity instruments are not held for trading. Instead, they
are held for medium or long term strategic purpose. Upon the application of Ind AS 109, the Company has chosen to designate these investments in equity
instruments at FVTOCI as the directors believes this provides a more meaningful presentation for medium or long term strategic investments, than reflecting changes
in fair value immediately in profit or loss.
Certain unquoted equity instruments classified as Level 3 are fair valued by independent third party valuer using the Comparable Company Method/Approach
(CCM). Since significant unobservable inputs are applied in measuring the fair value they are classified in Level 3. Increase or decrease in multiple will result in
increase or decrease in valuation.
(f) Management uses its best judgment in estimating the fair value of its financial instruments. However, there are inherent limitations in any estimation technique.
Therefore, for substantially all financial instruments, the fair value estimates presented above are not necessarily indicative of all the amounts that the Company
could have realised or paid in sale transactions as of respective dates. As such, the fair value of the financial instruments subsequent to the respective reporting
dates may be different from the amounts reported at each year end.
Fair value of financial assets/liabilities measured at amortised cost
The carrying amounts of financial assets and financial liabilities other than those disclosed in table above are considered to be the same as their fair values due to
the short term maturities of instruments or no material differences in the values.

Reconciliation of level 3 financial asset measured at fair value is as below :

(₹ in lakhs)
Particulars
For the period year For the year ended
ended March 31 March 31
2024 2023
Balance at the beginning of the year 17210,89.88 14310,17.85
Additions during the year 4116,74.37 6768,77.83
Mark to Market (loss)/gain recognized in OCI (177,22.99) (113,43.93)
Mark to Market gain recognized in P&L 610,26.88 6,41.47
Realised during the year (4152,62.04) (3761,03.34)
Balance at the end of the year 17608,06.10 17210,89.88
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)
Notes forming part of financial statements for the year ended March 31, 2024

39. Company as a Lessee

The Company has leases for the office premises at its PAN India branches, rented yards for repossessed vehicles and for other equipments like Gensets. With the
exception of short-term leases and leases of low-value underlying assets, each lease is reflected on the balance sheet as a right-of-use asset and a lease liability.
Variable lease payments which do not depend on an index or a rate (such as lease payments based on a percentage of revenue) are excluded from the initial
measurement of the lease liability and asset. The Company classifies its right-of-use assets in a consistent manner to its property, plant and equipment (refer Note
13)
Leases of rented offices are generally limited to a lease term of 2 to 10 years. Leases of rented yards generally have a lease term ranging from 2 years to 7 years.
Each lease generally imposes a restriction that, unless there is a contractual right for the Company to sublet the asset to another party, the right-of-use asset can
only be used by the Company.

Set out below, are the carrying amounts of the Company's right-of-use assets and lease liabilities and the movements during the year:
(₹ in lakhs)
For the year ended March 31, 2024 For the year ended March 31, 2023

Particulars Right-of-use Other financials Other financials

assets liabilities Right-of-use assets liabilities
Buildings Lease Liabilities Buildings Lease Liabilities
Balance at the beginning of the year 75,29.78 83,89.28 66,17.53 72,09.09
Additions 15,38.41 15,38.41 26,37.48 26,37.48
Deletions (2,88.92) (3,32.08) (1,73.75) (56.62)
Depreciation expense (16,84.26) - (15,51.48) -
Interest expense - 6,77.21 - 6,48.78
Repayments - (21,05.08) - (20,49.45)
Balanced at the end of the year 70,95.01 81,67.74 75,29.78 83,89.28

When measuring the lease liabilities for leases that were classified as operating leases, the Company discounted lease payments using its incremental borrowing
rate.
Refer Note 43 on Financial Risk Management for maturity analysis of lease liabilities at March 31, 2024

(₹ in lakhs)
Set out below, are the amounts recognised in profit and For the year ended For the year ended
loss March 31 March 31
2024 2023
Depreciation expense of right-of-use assets 16,84.26 15,51.48
Interest expense on lease liabilities 6,77.21 6,48.78
Rent expense- Short term leases 5,13.00 6,57.42
Leases of low value assets 3.68 3.68
Variable lease payments (not being linked - -
to any index or rate)
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)
Notes forming part of financial statements for the year ended March 31, 2024

40. Finance Lease receivables

The Company has entered into lease arrangements as a lessor that are considered to be finance leases. The Company leases vehicles and as it transfer's substantially
all of the risks and rewards of ownership of the assets they are classified as finance leases. The lease term for these leases ranges from 2 to 7 years.
The maturity analysis of lease receivables, including the undiscounted lease payments to be received are as follows:

(₹ in lakhs)
Particulars As at March 31 As at March 31
2024 2023
Less than 1 year 82,90.94 35,14.04
1-2 years 56,18.11 25,60.94
2-3 years 52,95.40 17,99.03
3-4 years 39,16.36 14,94.96
4-5 years 3,75.42 3,72.91
more than 5 years - -
Total undiscounted lease payments receivable 234,96.23 97,41.88
Unearned finance income (41,04.79) (15,87.38)
Net investment in the lease 193,91.44 81,54.50

Further, Company has recognized following amounts in statement of profit and loss during the year
(₹ in lakhs)
For the year For the year ended
Particulars
ended March 31 March 31
2024 2023
Finance income on the net investment in 13,90.28 8,31.04
the lease

41 Reconciliation of movement in borrowings to cash flows from financing activities

(₹ in lakhs)
As at April 01, Exchange Amortisation / EIR As at March 31,
Particulars Cash flows (net)
2023 difference adjustments 2024
Debt securities 7867,43.92 (4383,75.94) - 346,22.02 3829,90.00
24149,53.23 1187,61.83 (1,58.30) 12,82.52 25348,39.28
Borrowings (Other than debt securities)
Subordinated liabilities 1311,67.23 (230,10.00) - 1,28.84 1082,86.07
Total 33328,64.38 (3426,24.11) (1,58.30) 360,33.38 30261,15.35

Note: Debt securities includes commercial papers and zero coupon debentures for which the discounting charges paid is ₹ 340,20.24 lakhs on the
repayment date is shown in the finance cost paid in cash flow statement.

(₹ in lakhs)
As at April 01, Exchange Amortisation / EIR As at March 31,
Particulars Cash flows (net)
2022 difference adjustments 2023
Debt securities 9935,44.58 (2126,04.64) - 58,03.98 7867,43.92
25334,12.88 (1080,87.48) 16,75.83 (120,48.00) 24149,53.23
Borrowings (Other than debt securities)
Subordinated liabilities 1500,55.82 (190,40.00) - 1,51.41 1311,67.23
Total 36770,13.28 (3397,32.12) 16,75.83 (60,92.61) 33328,64.38

Note: Debt securities includes commercial papers and zero coupon debentures for which the discounting charges paid is ₹ 244,84.45 lakhs on
the repayment date is shown in the finance cost paid in cash flow statement.
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)
Notes forming part of financial statements for the year ended March 31, 2024

42. Maturity Analysis of Assets and Liabilities

The table below shows the maturity analysis of assets and liabilities according to when they are expected to be recovered or settled

(₹ in lakhs)
Particulars As at March 31,2024 As at March 31,2023
Current Non current Total Current Non current Total

I ASSETS

1 Financial assets
(a) Cash and cash equivalents 3001,26.60 - 3001,26.60 4123,16.79 - 4123,16.79
(b) Bank Balance other than cash and cash equivalents 3,43.42 - 3,43.42 8,59.49 52,82.42 61,41.91
(c) Derivative financial instruments 96,17.78 6,26.45 102,44.23 13,40.42 96,99.07 110,39.49
(d) Receivables
i. Trade receivables 33,05.68 - 33,05.68 24,07.84 - 24,07.84
ii. Other receivables 20,78.52 - 20,78.52 2,57.15 - 2,57.15
(e) Loans 24597,00.22 6513,03.68 31110,03.90 25405,26.49 8123,34.41 33528,60.90
(f) Investments 481,31.77 2049,43.68 2530,75.45 571,96.24 1394,54.29 1966,50.53
(g) Other financial assets 1077,43.32 9,63.66 1087,06.98 879,52.40 30,24.75 909,77.15

2 Non-financial assets
(a) Current tax assets (net) - 112,37.89 112,37.89 - 66,84.63 66,84.63
(b) Deferred tax assets (net) - 11,63.78 11,63.78 - 168,83.92 168,83.92
(c) Property, plant and equipment - 112,08.44 112,08.44 - 97,53.00 97,53.00
(d) Goodwill - 180,25.25 180,25.25 - 180,25.25 180,25.25
(e) Other intangible assets - 7,23.17 7,23.17 - 2,24.53 2,24.53
(f) Other non-financial assets 172,12.35 17,15.94 189,28.29 156,08.46 19,09.51 175,17.97

3 Assets held for sale 65,46.18 - 65,46.18 192,01.23 - 192,01.23

Total assets 29548,05.84 9019,11.94 38567,17.78 31376,66.51 10232,75.78 41609,42.29

II LIABILITIES

1 Financial liabilities
(a) Derivative financial instruments-FL 19,51.51 (14,60.22) 4,91.29 - 14,86.64 14,86.64
(b) Payables
i. Trade payables 292,14.13 - 292,14.13 262,85.46 - 262,85.46
ii. Other payables 110,70.40 - 110,70.40 103,85.12 - 103,85.12
(c) Debt securities 3034,80.32 795,09.68 3829,90.00 5200,64.54 2666,79.38 7867,43.92
(d) Borrowings (Other than debt securities) 12386,82.71 12961,56.57 25348,39.28 10984,70.76 13164,82.47 24149,53.23
(e) Subordinated liabilities 234,26.85 848,59.22 1082,86.07 229,80.77 1081,86.46 1311,67.23
(f) Other financials liabilities 1066,83.89 88,38.92 1155,22.81 908,42.00 94,34.03 1002,76.03

2 Non-financial liabilities
(a) Current tax liabilities (net) 19.43 - 19.43 - - -
(b) Provisions 3,24.94 95,57.48 98,82.42 2,21.25 78,79.15 81,00.40
(c) Other non-financial liabilities 69,77.78 - 69,77.78 78,85.10 - 78,85.10
Total liabilities 17218,31.96 14774,61.65 31992,93.61 -
17771,35.00 -
17101,48.13 34872,83.13
Net 12329,73.88 (5755,49.71) 6574,24.17 13605,31.51 (6868,72.35) 6736,59.16
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)
Notes forming part of financial statements for the year ended March 31, 2024
43. Financial risk management

The Company's activities expose it to market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk. The Company’s risk
management strategies focus on the un-predictability of these elements and seek to minimise the potential adverse effects on its financial performance. Centralised
treasury department and risk management department advises on financial risks and the appropriate financial risk governance framework for the Company and
provides assurance to the Company’s senior management that the Company’s financial risk activities are governed by appropriate policies and procedures and that
financial risks are identified, measured and managed in accordance with the Company’s policies and risk objectives.

All hedging activities are carried out by Centralised treasury department possessing the appropriate skills, experience and supervision. The Company’s policy is to
hedge the exposure by taking derivative instruments and not to trade in derivatives for speculative purposes.

(A) Credit Risk

Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is
exposed to credit risk from its
-operating activities, primarily loans arising from financing activities;
- Investing activities, including primarily investments in debt securities, preference shares, equity shares and mutual fund schemes; and
- financing activities, including term deposits and balances with banks and financial institutions and other financial instruments.

Exposure to Credit Risk

The carrying amount of financial assets represents the maximum credit exposure, being the total of the carrying amount of balances with banks, time deposits with
banks, loans arising from financing activities, Investment in debt instruments, derivative instruments and other financial assets excluding equity investments.

Financial assets that are neither past due or impaired

Credit risk on cash and cash equivalents and deposits with banks/financial institutions is generally low as the said deposits have been made with banks/financial
institution who have been assigned high credit rating by international/domestic rating agencies.
Credit risk on derivative instruments is generally low as the Company enters into derivative contracts with reputed banks.
Investments of surplus funds are made only with internally approved financial institutions/counter party and primarily include investments in mutual funds and bank
deposits.
None of the Company’s cash equivalents, including time deposits with banks, are past due or impaired. Regarding the derivative contracts, trade receivables and
other financial assets are neither impaired nor past due, there were no indications as at March 31, 2024, that defaults in payment obligations will occur.

i) Loans - Credit quality of financial assets and impairment loss

Loans originate from financing activities to customers. Credit risk for loans is managed by the Company through credit approvals, establishing credit limits and
periodic monitoring of the creditworthiness of its customers to which the Company grants credit terms in the normal course of business. Credit risk is monitored by
the credit risk department of the Company independent Risk department/function who have the responsibility for reviewing and managing credit risk.
The Company creates & secures first and exclusive collateral charge at the time of loan origination on all vehicles for which vehicle financing loans are given.
Hypothecation endorsement is obtained in favour of the Company in the Registration Certificate of the Vehicle funded under the vehicle finance category. Any
surplus remaining after settlement of outstanding loan by way of sale of vehicle (collateral) is returned to the customer. Other than the above Company secures
portion of the loss against loans financed to customers by obtaining third party credit guarantees.
Concentrations arise when a number of counterparties are engaged in similar business activities, or activities in the same geographical region, or have similar
economic features that would cause their ability to meet contractual obligations to be similarly affected by changes in economic, political or other conditions. The
Company is in retail lending business on pan India basis. Vehicle Finance (consisting of new Commercial Vehicles, Passenger Vehicles) is lending against security.
Hypothecation endorsement is made in favour of the Company in the Registration Certificate in respect of all registerable collateral. Portfolio is reasonably well
diversified across South, North, East and Western parts of the country. Similarly, sub segments within Vehicle Finance like Heavy Commercial Vehicles, Light
Commercial Vehicles, Car and Multi Utility Vehicles, and Small Commercial Vehicles, are well diversified into sub product mix to mitigate concentration risk.
The maximum credit exposure to any single customer from the financing business as of March 31, 2024 was ₹ 164,60.84 lakhs lakhs (March 31, 2023: ₹ 303,92.92
lakhs).

The Company uses the 3 staging Expected Credit Loss (ECL) model to assess the provision for impairment loss allowance. The model takes into account a continuing
credit evaluation of Company's customers’ financial condition; ageing of loans; the value and adequacy of collateral received from the customers; the Company's
historical loss experience; and adjusted for forward looking information. The Company defines default as an event when there is no reasonable expectation of
recovery.
The Company makes allowances for losses on its portfolio of loans on the basis of expected future collection from receivables. The future collection are estimated on
the basis of past collection trend which are adjusted for changes in current circumstances as well as expected changes in collection on account of future with respect
to certain macro economic factor. The Company’s impairment assessment and measurement approach is set out in Note 3(x) - Accounting policies.
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)
Notes forming part of financial statements for the year ended March 31, 2024

The following table provides information about the credit quality of financial assets and impairment loss
The ageing of loans as of balance sheet date is given below. The ageing analysis have been considered from the due date.
(₹ in lakhs)
Stage-1 Stage-2 Stage-3 Total
Particulars Impairment Impairment Impairment Impairment
Loans (Gross) Loans (Gross) Loans (Gross) Loans (Gross)
loss allowance loss allowance loss allowance loss allowance
As at 1st April 2023 29580,44.47 208,75.67 2607,85.53 151,05.18 3281,78.85 1581,67.08 35470,08.83 1941,47.93

Transfers during the year

Transfer to Stage-1 620,00.60 53,20.31 (556,49.56) (29,32.88) (63,51.04) (23,87.43) - -
Transfer to Stage-2 (1609,02.50) (19,49.46) 1682,53.68 36,36.82 (73,51.19) (16,87.36) - -
Transfer to Stage-3 (663,93.76) (6,53.08) (449,98.94) (23,20.45) 1113,92.70 29,73.53 - -
(1652,95.66) 27,17.77 676,05.18 (16,16.51) 976,90.47 (11,01.26) - -
Impact of change in credit
risk on account of stage - (61,97.82) - 140,66.26 - 1251,02.45 - 1329,70.89
movement
Changes in Opening Credit
(38453,41.25) (26,70.95) (1534,03.23) (43,73.73) (563,98.50) (189,84.77) (40551,42.98) (260,29.45)
Exposure
New Credit Exposure during
39099,96.30 66,77.85 161,44.47 14,24.07 29,50.60 7,62.03 39290,91.36 88,63.95
the year (net of
repayments)
Amount Written off During
- - - - (1749,39.89) (1749,39.89) (1749,39.89) (1749,39.89)
the year
As at 31st March 2024 28574,03.86 214,02.52 1911,31.95 246,05.27 1974,81.53 890,05.64 32460,17.32 1350,13.43

Stage-1 Stage-2 Stage-3 Total

Particulars Impairment Impairment Impairment Impairment
Loans (Gross) Loans (Gross) Loans (Gross) Loans (Gross)
loss allowance loss allowance loss allowance loss allowance
As at 1st April 2022 27938,42.99 99,86.99 6545,31.96 200,89.77 3676,32.20 1570,43.92 38160,07.15 1871,20.68

Transfers during the year

Transfer to Stage-1 1980,37.62 116,77.48 (1773,57.75) (43,93.87) (206,79.86) (72,83.61) 0.00 -
Transfer to Stage-2 (1754,34.35) (8,72.09) 1796,57.05 24,85.76 (42,22.69) (16,13.68) (0.00) (0.00)
Transfer to Stage-3 (502,24.93) (2,86.87) (1204,33.48) (41,59.54) 1706,58.41 44,46.41 - -
(276,21.66) 105,18.52 (1181,34.18) (60,67.65) 1457,55.86 (44,50.88) (0.00) (0.00)
Impact of change in credit
risk on account of stage - (81,91.96) - 73,75.22 - 2087,11.09 - 2078,94.35
movement
Changes in Opening Credit
(29319,59.06) 3,47.39 (2985,09.93) (75,74.99) 108,56.41 (22,75.60) (32196,12.58) (95,03.20)
Exposure
New Credit Exposure during
the year (net of 31237,82.20 82,14.73 228,97.68 12,82.83 71,90.02 23,94.19 31538,69.90 118,91.74
repayments)
Amount Written off During
(2032,55.64) (2032,55.64) (2032,55.64) (2032,55.64)
the year - - - -
As at 31st March 2023 29580,44.47 208,75.67 2607,85.53 151,05.18 3281,78.85 1581,67.08 35470,08.83 1941,47.93
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)
Notes forming part of financial statements for the year ended March 31, 2024

(B) Management of Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The objective of liquidity risk management is to
maintain sufficient liquidity and ensure that funds are available for use as and when required.
The Company manages the liquidity risk by maintaining adequate cash reserves, banking facilities and reserve borrowing facilities, by continuously monitoring
forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities. The Company invests its surplus funds in bank fixed deposit
and liquid schemes of mutual funds, which carry no/negligible mark to market risks.
The below table analyses the Company’s non-derivative and derivative financial liabilities as at the reporting date, into relevant maturity groupings based on the
remaining period (as at that date) to the contractual maturity date. The amounts disclosed in the below table are the contractual un-discounted cash flows.
The table below provides details regarding the contractual maturities of financial liabilities, including estimated/contractual interest payments as at March 31, 2024:

(₹ in lakhs)
Total
Carrying Due in 2nd Due in 3rd to Due after 5th
Particulars Due in 1st year contractual
amount year 5th year year
cash flows
Non derivatives financial liabilities
Borrowings 25348,39.28 13788,27.45 5517,61.89 9112,92.98 - 28418,82.32
Trade and other payables 402,84.53 402,84.53 - - - 402,84.53
Debt securities 3829,90.00 3134,86.74 - 966,31.64 - 4101,18.38
Subordinated liabilities 1082,86.07 379,68.98 77,32.50 702,04.74 304,08.56 1463,14.78
Lease liabilities 81,67.74 22,27.14 20,71.83 42,81.13 15,55.90 101,36.00
Other financial liabilities (other than lease liabilities) 1073,55.07 1071,47.91 32.85 1,74.31 1073,55.07
Derivatives
Derivative contracts 4,91.29 - - 4,91.29 - 4,91.29
Total 31824,13.98 18799,42.75 5615,99.07 10830,76.09 319,64.46 35565,82.37

Contractual maturities of borrowings includes cash flows relating to collateralized debt obligations. This represents the amount received against the transfer of loans
arising from financing activities in securitisation transactions and/or direct assignments, which do not qualify for derecognition. The liability of the Company in such
cases is limited to the extent of credit enhancements provided. The contractual maturities of such collateralized debt obligations are as follows:
(₹ in lakhs)
Total
Carrying Due in 2nd Due in 3rd to
Particulars Due in 1st year contractual
amount year 5th year
cash flows
Collateralized debt obligations - - - - -
The table below provides details regarding the contractual maturities of financial liabilities, including estimated/contractual interest payments as at March 31, 2023:
(₹ in lakhs)
Total
Carrying Due in 2nd Due in 3rd to Due after 5th
Particulars Due in 1st year contractual
amount year 5th year year
cash flows
Non derivatives
Borrowings 24149,53.23 12504,33.71 8426,17.85 6092,89.27 - 27023,40.83
Trade and other payables 366,70.58 366,70.58 - - - 366,70.58
Debt securities 7867,43.92 5370,22.61 2033,96.04 966,31.64 - 8370,50.29
Subordinated liabilities 1311,67.23 339,97.99 379,68.98 480,18.13 603,27.67 1803,12.77
Lease liabilities 83,89.28 20,07.18 19,84.41 44,88.57 21,55.33 106,35.49
Other financial liabilities 1071,33.53 1061,68.28 1,75.01 7,90.24 1071,33.53
Derivatives
Derivative contracts 14,86.64 - 14,86.64 - - 14,86.64
Total 34865,44.41 19663,00.35 10876,28.93 7592,17.85 624,83.00 38756,30.13
Contractual maturities of borrowings includes cash flows relating to collateralized debt obligations. This represents the amount received against the transfer of loans
arising from financing activities in securitisation transactions and/or direct assignments, which do not qualify for derecognition. The liability of the Company in such
cases is limited to the extent of credit enhancements provided. The contractual maturities of such collateralized debt obligations are as follows:
(₹ in lakhs)
Total
Carrying Due in 2nd Due in 3rd to
Particulars Due in 1st year contractual
amount year 5th year
cash flows
Collateralized debt obligations 74,87.24 74,87.24 - - 74,87.24
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)
Notes forming part of financial statements for the year ended March 31, 2024

(C) Management of Market Risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three
types of risk: currency risk, interest rate risk and other price risk, such as equity price risk. The value of a financial instrument may change as a result of changes in
the interest rates, foreign currency exchange rates, equity price fluctuations, liquidity and other market changes. Financial instruments affected by market risk
include borrowings, investments and derivative financial instruments.
The Company exposure to market risk is a function of asset liability management activities. The Company continuously monitors these risks and manages them
through appropriate risk limits. The Asset Liability Management Committee (ALCO) reviews market-related trends and risks and adopts various strategies related to
assets and liabilities, in line with the Company’s risk management framework. ALCO activities are in turn monitored and reviewed by a board sub-committee.
(i) Foreign currency risk
Foreign exchange risk is the risk of impact/changes related to fair value or future cash flows of an financial instrument exposure in foreign currency, which fluctuate
due to changes in foreign exchange rates. The fluctuation in foreign currency exchange rates may have potential impact on the Statement of Profit and Loss and
equity, where assets/liabilities are denominated in a currency other than the functional currency of the Company.
The Company’s foreign currency exposure arises mainly from variable rate foreign currency borrowings denominated in USD. The Company, as per its risk
management policies, enters into derivative financial instruments like currency swaps and forward contracts to mitigate risk of changes in exchange rate in foreign
currency. When a derivative is entered in to for the purpose of being as hedge, the Company negotiates the terms of those derivatives to match with the terms of
the hedge exposure. The Company policy is to fully hedge its foreign currency borrowings at the time of drawdown till the repayment.
No sensitivity analysis is prepared as the Company does not expect any material effect on the Company’s profit and loss & financial position arising from the effects
of reasonably possible changes to foreign exchange rates on variable rate foreign currency borrowings as the exposure is fully hedge by entering into derivative
financial instruments.
(ii) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market rates. The Company’s
exposure to the risk of changes in market rates relates primarily to the Company’s borrowings obligations with floating/variable interest rates.
The Company borrows through various instruments which has interest rate reset clause which is exposed to interest rate risk. As at the end of reporting period, the
Company had following variable/floating interest rate borrowings:
(₹ in lakhs)

Particulars As at March 31 As at March 31

2024 2023
Non derivative Financial Liabilities
Variable rate borrowings* 21650,27.78 22322,79.43

* The above excludes the foreign currency denominated floating interest rate borrowings, the Company manages its interest rate risk by entering into interest rate
swap and cross currency interest rate swap derivative instruments in which it agrees to exchange, at specified intervals, the difference between fixed and variable
rate interest amounts calculated by reference to an agreed-upon notional principal amount.

Interest rate sensitivity

Profit or loss is sensitive to interest expense from variable rate borrowings as a result of changes in interest rate. Increase/decrease of 100 basis points in interest
rates at the reporting date would result in an impact (decrease/increase in case of profit/(loss) before tax of ₹ 216,50.28 lakhs and ₹ 223,22.79 lakhs on income for
the year ended March 31, 2024 and March 31, 2023 respectively.
The above sensitivity analysis assumes that all other variables remain constant and the borrowings outstanding at the reporting date have been outstanding for the
entire reporting period.

(iii) Equity price risk

Equity price risk is related to the change in market reference price of the investments in equity securities.
The fair value of some of the Group’s investments measured at fair value through other comprehensive income and fair value through profit and loss exposes the
Group to equity price risks. These investments are subject to changes in the market price of securities. The fair value of Group’s investment in equity securities as at
March 31, 2024 and March 31, 2023 was ₹ 972,98.03 lakhs and ₹ 310,44.80 lakhs respectively.

(₹ in lakhs)
Impact on
Impact on
other
profit for the
components of
year
Particulars equity
March 31, March 31, March 31,
March 31, 2024
2024 2023 2023
Equity price Sensitivity
Increase in equity price by 10 %* 79,77.37 18,04.83 17,52.44 12,99.65
Decrease in equity price by 10 %* (79,77.37) (18,04.83) (17,52.44) (12,99.65)
(Note: The impact is indicated on equity before consequential tax impact, if any).
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)
Notes forming part of financial statements for the year ended March 31, 2024

Capital management

The Company’s capital management is intended to create value for shareholders by facilitating the meeting of long-term and short-term goals of the Company.
The Company determines the amount of capital required on the basis of annual operating plans and long-term product and other strategic investment plans. The
funding requirements are met through equity, convertible and non-convertible debt securities, and other long-term/short-term borrowings. The Company’s policy is
aimed at combination of short-term and long-term borrowings.
The Company monitors the capital structure on the basis of regulatory capital ratio viz. CRAR
The management monitors the return on capital as well as the level of dividends to shareholders. The Company’s goal is to continue to be able to provide return to
shareholders by continuing to distribute dividends in future periods. Refer the below note for dividend declared and paid.
Total debt includes all long and short-term borrowings as disclosed in notes 17 to 19 to the financial statements. Equity comprises all components excluding
(profit)/loss on cash flow hedges.
Below are the key regulatory capital ratios at the year end dates
Particulars * As at March 31 As at March 31
2024 2023 **
CRAR (%) 20.92% 23.16%
CRAR - Tier I capital (%) 12.71% 19.90%
CRAR - Tier II capital (%) 8.21% 3.26%
*These are computed in accordance with the guidelines issued by RBI.
** These ratios are as reported to Reserve Bank of India for March 2023 and are not re-stated to give impact of de-merger.
In addition the Company has financial covenants relating to the borrowing facilities that it has taken from the lenders which is monitored and complied by the
Company.

44. Transfer of financial assets

The Company transfers loans arising from financing activities through securitisation and assignment transactions. In most of these transactions, the Company also
provides credit enhancements to the transferee.
Because of the existence of credit enhancements in such transactions, the Company continues to have the obligation to pay to the transferee, limited to the extent
of credit enhancement, even if it does not collect the equivalent amounts from the original asset and continues to retain substantially all risks and rewards
associated with the receivables, and hence, such transfer does not meet the derecognition criteria resulting into the transfer not being recorded as sale.
Consequently, the proceeds received from the transfer are recorded as collateralized debt obligation.
The carrying amount of loans arising from financing activities along with the associated liabilities is as follows:
(₹ in lakhs)
As at March 31, 2024 As at March 31, 2023
Carrying Carrying
Carrying Carrying
Nature of Assets amount of amount of
amount of amount of
associated associated
asset sold asset sold
liabilities liabilities
Loans - - 106,90.83 74,87.24

Net of provision of Nil and ₹ 2,60.36 lakhs as at March 31, 2024, and March 31, 2023 respectively.

45. The Parliament has approved the Code on Social Security, 2020 ('the Code') which may impact the contribution by the Company towards Provident Fund and
Gratuity. The effective date from which the Code and its provisions would be applicable is yet to be notified and the rules which would provide the details based on
which financial impact can be determined are yet to be framed after which the financial impact can be ascertained. The Company will complete its evaluation and
will give appropriate impact, if any, in the financial results following the Code becoming effective and the related rules being framed and notified.

46 Asset Held for sale

The Company has acquired underlying collateral in satisfaction of its receivable from certain borrowers and has classified those assets as held for sale. As at March
31, 2024 assets held for sale amounted to ₹ 59,19.36 lakhs (as at March 31, 2023 ₹192,01.23 lakhs). The Company expects to dispose off these assets in open market
within next 1 year.
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)
Notes forming part of financial statements for the year ended March 31, 2024

47.Additional disclosures given in terms of Notification dated March 24, 2021 issued by Ministry of Corporate affairs.

a. Title deed of immoveable properties

The title deed of properties are held in the name of Company. Hence, other disclosure requirements are not applicable.

b. The Company have loans or advances outstanding to promoters, directors, KMPs and the related parties, that are repayable on demand or without specifying any
terms of repayment.

Particulars For the Year ended March 31, 2024 For the Year ended March 31, 2023
Amount of loan or Percentage to the Amount of loan or Percentage to the
advance in the nature of total Loans and advance in the nature total Loans and
loan outstanding Advances in the of loan outstanding Advances in the
nature of loans nature of loans
Promoter 85,00.00 0.26% 45,00.00 0.13%
Directors - - - -
KMPs - - - -
Related parties 54,64.66 0.17% 47,15.68 0.13%

c. Capital Work in Progress & Intangible Assets under Development amounted to Nil at March 31, 2024 and Nil at March 31, 2023.

d. There is no proceedings initiated/pending against the Company for benami property.

e. Borrowings from banks or financial institutions

The Company borrows from banks or financial institutions on the basis of security of current assets. Quarterly returns filed by the Company are in agreement in the
books of accounts.

f. Willful defaulter
The Company has not been declared as Willful Defaulter by any bank or financial institution or any lender.

g. Transactions with struck off companies

The following table summarises the transactions with the companies struck off under section 248 of the Companies Act, 2013 or section
560 of Companies Act, 1956 for the year ended / as at March 31, 2024
Nature of transactions Amount of Relationship with the
Name of struck off Company with struck off Company transactions Balance outstanding Struck off company
Progressive Logistics Private Limited - 23.00
Kalptaru Publishers Private Limited - -
Divino Foods International Private Limited - 1.08
Thanvee Sree Foods Private Limited 5.80 0.00
Atadco Trading Private Limited 6.45 0.35
Vir Cargo Express Private Limited - 0.81
Rainbow Smart Solution Private Limited - (0.01)
Game of Shakes Private Limited Financing transaction - 0.00 Borrower
Techtilt Info Solutions Private Limited - 3.72
Vintage Motors Private Limited - 0.00
S R Cabs Private Limited 2,75.45 0.24
Trueblue Tours Taxi Private Limited - 8.25
Elv Supply Chain Solutions (Opc) Private Limited - 0.00
Zomax Foods Private Limited - 3.64
Kathi Xpress Hospitality Private Limited - 0.11

Him Motors Private Limited - 4.93

Knr Marketing Private Limited (0.00) (0.00)
Om Sai Cars India Private Limited - 0.04
Vistar Motors Goa Private Limited - 0.34
Balasanka Cars Private Limited - (0.03)
Calicut Automobiles Private limited Other Services - 0.02 Vendor/customer
Repro Digital Private Limited - (0.02)
Parshav Automobiles India Private Limited (0.16) 20.22
Praseem Motors Private Limited - 0.01
Manan Motors Gujarat Private Limited - 0.11
Sarthak Financial Services Private Limited - 0.02
2,87.54 66.83
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)
Notes forming part of financial statements for the year ended March 31, 2024

The following table summarises the transactions with the companies struck off under section 248 of the Companies Act, 2013 or section
560 of Companies Act, 1956 for the year ended / as at March 31, 2023
Nature of transactions Amount of Relationship with the
Name of struck off Company with struck off Company transactions Balance outstanding Struck off company
Progressive Logistics Private Limited 9,00.00 5.57
Divino Foods International Private Limited - 0.36
Atadco Trading Private Limited 18.29 0.20
Vir Cargo Express Private Limited 6.45 0.81
Rainbow Smart Solution Private Limited 0.80 (0.01)
Game Of Shakes Private Limited - 0.35
Techtilt Info Solutions Private Limited Financing transaction - 2.48 Borrower
Vintage Motors Private Limited - (0.00)
S R Cabs Private Limited 3.85 0.62
Trueblue Tours Taxi Private Limited 2,10.56 2.79
Elv Supply Chain Solutions (Opc) Private Limited - 0.00
Zomax Foods Private Limited - 3.64
Kathi Xpress Hopitality Private Limited - 0.11

Him Motors Private Limited - 4.93

Knr Marketing Private Limited - 0.00
Om Sai Cars India Private Limited - 0.02
Vistar Motors Goa Private Limited - 0.34
Balasanka Cars Private Limited - (1.82)
Calicut Automobiles Private Limited - 0.02
Other Services Vendor/customer
Repro Digital Private Limited - (0.02)
Parshav Automobiles India Private Limited (0.16) 20.22
Triveni Restaurant Private Limited (0.18) (0.14)
Praseem Motors Private Limited - 0.01
Manan Motors Gujarat Private Limited - 0.11
Sarthak Financial Services Private Limited - 0.02
11,39.61 40.61

h. Registration of charges or satisfaction with Registrar of Companies (ROC)

At March 31, 2024 and at March 31, 2023, there is no charges or satisfaction with charge yet to be registered with Registrar of Companies beyond the statutory
period.

i. Compliance with number of layers of companies

As per Companies (Restriction on number of layers) Rules, 2017, Non-Banking Financial Companies are exempted from restriction on number of layers.

j. The company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other sources or kind of funds) to any other person(s)
or entity(ies), including foreign entities (Intermediaries) with the understanding (whether recorded in writing or otherwise) that the Intermediary (i) directly or
indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or (ii) provide any
guarantee, security or the like to or on behalf of the Ultimate beneficiaries.

k. The company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in
writing or otherwise) that the company shall (i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of
the Funding Party (Ultimate Beneficiaries) or (ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

l. There are no transactions which are not recorded in the books of account and have been surrendered or disclosed as income during the year ended March 31, 2024
and March 31, 2023 in the tax assessments under the Income Tax Act, 1961.

m. The Company has not traded/invested in crypto currency or virtual currency for the year ended March 31, 2024 and March 31, 2023.
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)
Notes forming part of financial statements for the year ended March 31, 2024

Additional disclosures given in terms of the Non Banking Financial Companies - Systemically Important Non Deposit Taking Company and Deposit Taking Company (Reserve Bank) Directions, 2016 (as amended)
The Board of Directors has, at its meeting held on October 3, 2022, approved a Scheme of Arrangement (“the Scheme”) under Section 230 to Section 232 read with Section 66 of the Companies Act, 2013 as amended between the Company and TMF Business Services
Limited (Formerly known as Tata Motors Finance Limited) (its fellow subsidiary) and their respective shareholders for demerger of the Non-Banking Finance related business (“NBFC Undertaking”) of TMF Business Services Limited (Formerly known as Tata Motors
Finance Limited) into the Company. Please refer note no 35 for details.
Comparative accounting period presented in the financial statements of the Company has been restated for the accounting impact of the transfer, as if the business combination has occurred from the beginning of the comparative period in the financial statements i.e.,
April 1, 2022. However, disclosure and information which are as required by Reserve Banl of India to disclose in financial statements or which are filed as part of regulatory reportings to Reserve bank of India are not restated and are as published in previous year's
financial statements.

48A. Asset Liability Maturity Pattern of certain items of assets and liabilities
(₹ in lakhs)
Particulars Over 3 Over 3 years
15 days to 30 Over 1 month Over 2 months Over 6 months Over 1 year &
Period 1 to 7 days 8 to 14 days month & up & up to 5 Over 5 years Total
/ 31 days up to 2 months up to 3 months & up to 1 year up to 3 years
to 6 months years
1 Deposits
March 31, 2024 1483,54.90 948,71.06 - 14.76 - - - - - - 2432,40.72

March 31, 2023 100,00.00 600,00.00 - - - - - - - - 700,00.00

2 Advances
March 31, 2024 812,93.02 148,21.43 1218,94.43 1972,39.55 1287,68.20 2316,19.30 5011,77.04 13150,02.84 3592,13.89 1599,74.20 31110,03.90

March 31, 2023 246,99.09 117,88.87 604,11.53 1611,08.21 389,54.90 609,06.73 1489,68.70 3461,65.53 853,50.57 388,73.57 9772,27.70

3 Investments
March 31, 2024 450,30.58 - - 9,86.60 6,09.15 5,37.13 - - - 2059,11.99 2530,75.45

March 31, 2023 225,07.67 - - - - - - - - 383,55.25 608,62.92

4 Borrowings
March 31, 2024 25,00.00 - 339,37.62 1467,70.71 2563,09.46 1936,90.16 8539,73.77 8907,33.76 3702,10.73 299,43.79 27780,70.00

March 31, 2023 - - 56,33.68 288,63.17 111,31.71 626,88.19 2811,07.88 4139,22.31 822,11.14 - 8855,58.08

5 Foreign Currency liabilities

March 31, 2024 - - - - - - 832,72.05 1647,73.30 - - 2480,45.35

March 31, 2023 - - - - - 123,07.18 - - - - 123,07.18

Notes:
1 Borrowings includes cash credit, working capital demand loan, Term Loans, Inter-Corporate Deposits, collateralised debt obligation, commercial papers and non-convertible debentures.
2 Borrowings includes Commercial Papers which are issued at discount and Zero Coupon Bonds includes Premium payable on redemption.
2 Foreign Currency liabilities includes External Commercial Borrowings.
3 Cash Credit and WCDL are shown in 6 months to 1 Year time bucket as per RBI guidelines.
4 Deposit is in the form of Fixed Deposits with Banks.

48B. Capital to Risk Assets Ratio (CRAR)

The ratios calculated in accordance with the guidelines of the Reserve Bank of India, are as under:
Particulars As at March 31 As at March 31
2024 2023
1 CRAR (%) 20.92% 23.16%
2 CRAR - Tier I capital (%) 12.71% 19.90%
3 CRAR - Tier II capital (%) 8.21% 3.26%
4 Amount of subordinated debt raised as Tier-II capital -
5 Amount raised by issue of Perpetual Debt Instruments - 360,00.00
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN -
U65910MH1992PLC187184)
Notes forming part of financial statements for the year ended March 31, 2024

Additional disclosures given in terms of the Non Banking Financial Companies - Systemically Important Non Deposit Taking Company
and Deposit Taking Company (Reserve Bank) Directions, 2016 (as amended)

48C. Perpetual debt instruments

(₹ in lakhs)
Particulars As at March 31 As at March 31
2024 2023
1 Funds raised through perpetual debt instruments - -
2 Amount outstanding at the end of year 1808,00.00 460,00.00
3 Percentage of amount of perpetual debt instrument of the amount of Tier I Capital
17.83% 14.47%
4 Financial year in which interest on perpetual debt instruments is not paid on
NIL NIL
account of 'Lock-in Clause’

48D.
Disclosure on securitisation/direct assigment of standard assets
I) Securitisation of standard assets effected in line with the revised guidelines issued by RBI, dated August 21, 2012 ( Refer note
50{13})
II) Details of Assignment transactions undertaken by applicable NBFCs
(₹ in lakhs)
Particulars As at March 31 As at March 31
2024 2023
1 No. of contracts assigned during the year 32,819 14,430
2 Aggregate value (net of provisions) of accounts sold* 3944,05.07 1361,62.84
3 Aggregate consideration 3944,05.07 1361,62.84
4 Additional consideration realized in respect of accounts transferred in earlier years
- -
5 Aggregate gain / loss over net book value - -
*Excluding Deal under Co-lending arrangement of ₹ 793,18.69 Lakhs (Bank contribution is ₹ 634,54.95 Lakhs.
*Includes the carrying value of portfolios sold out of loans classified as amortised cost of ₹ 373,22.57 lakhs in FY 23-24 & ₹ 540,62.72
lakhs in FY 22-23.
* Gain on derecognition of financial instruments amounted to ₹ 194,26.04 lakhs and ₹ 208,31.02 lakhs respectively for the year ended
March 31, 2024 and for the year ended March 31, 2023 respectively.
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)
Notes forming part of financial statements for the year ended March 31, 2024

Additional disclosures given in terms of the Non Banking Financial Companies - Systemically Important Non Deposit Taking Company and Deposit
Taking Company (Reserve Bank) Directions, 2016 (as amended)
48E. Disclosure of restructured advances
(₹ in lakhs)
Type of Restructuring => Others
Asset Classification => Sub-
Standard Doubtful Loss Total
standard
1 Restructured accounts as on April 1, 2023 No. of borrowers 1 - 7 - 8
Amount outstanding 7.89 - 76.08 - 83.97
Provision amount 0.42 - 14.95 - 15.37
2 Transferred from TMF Business Services Limited No. of borrowers 10 - 46 - 56
(formerly known as Tata Motors Finance Limited) on Amount outstanding 86.45 - 6,78.27 - 7,64.72
account of demerger Provision amount 6.40 - 1,79.02 - 1,85.42
3 Fresh restructuring during the year No. of borrowers 486 38 - - 524
Amount outstanding 44,27.65 2,34.67 - - 46,62.32
Provision amount 11,71.46 82.87 - - 12,54.33
4 Upgradations to restructured standard category No. of borrowers 3 - (3) - -
during the financial year Amount outstanding 23.49 - (23.49) - (0.00)
Provision amount 9.70 - (9.70) - 0.00
5 Restructured standard advances which cease to No. of borrowers - - - - -
attract higher provisioning and / or additional risk Amount outstanding - - - - -
weight at the end of the financial year and hence
need not be shown as restructured standard
Provision amount - - - - -
advances at the beginning of the next financial year

6 Down gradations of restructured accounts during the No. of borrowers - - - - -

financial year (Refer Note 1) Amount outstanding - - - - -
Provision amount - - 2,50.69 - 2,50.69
7 Write offs of restructured accounts during the No. of borrowers - - (6) - (6)
financial year Amount outstanding - - (48.16) - (48.16)
Provision amount - - (12.75) - (12.75)

8 Recovery from restructured accounts during the No. of borrowers (11) - (13) - (24)
financial year Amount outstanding (1,06.48) - (1,92.78) - (2,99.26)
Provision amount (15.83) - (49.84) - (65.67)
9 Sale of restructured accounts during the financial year No. of borrowers - - - - -
Amount outstanding - - - - -
Provision amount - - - - -
10 Restructured accounts as on March 31, 2024 No. of borrowers 489 38 31 - 558
Amount outstanding 44,38.99 2,34.67 4,89.91 - 51,63.58
Provision amount 11,72.14 82.87 3,72.37 - 16,27.38
The Company has not done any restructuring under CDR mechanism and SME Debt restructuring mechanism and hence no disclosure is required for
same.
Note 1: Represents increase in provision amount of the existing restructured borrowers accounts.
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)
Notes forming part of financial statements for the year ended March 31, 2024

Additional disclosures given in terms of the Non Banking Financial Companies - Systemically Important Non Deposit Taking Company and Deposit
Taking Company (Reserve Bank) Directions, 2016 (as amended)
48E. Disclosure of restructured advances

For the year ended March 31, 2023 (₹ in lakhs)

Type of Restructuring => Others
Asset Classification => Sub-
Standard Doubtful Loss Total
standard
1 Restructured accounts as on April 1, 2022 No. of borrowers 1 - 12 - 13
Amount outstanding 3,43.94 - 3,73.37 - 7,17.31
Provision amount 17.81 - 74.01 - 91.82
2 Fresh restructuring during the year No. of borrowers - - - - -
Amount outstanding - - - - -
Provision amount - - - - -
3 Upgradations to restructured standard category No. of borrowers 1 - (1) - -
during the financial year Amount outstanding 7.89 - (12.18) - (4.29)
Provision amount 0.42 - (3.13) - (2.71)
4 Restructured standard advances which cease to No. of borrowers - - - - -
attract higher provisioning and / or additional risk Amount outstanding - - - - -
weight at the end of the financial year and hence
need not be shown as restructured standard
advances at the beginning of the next financial year Provision amount - - - - -

5 Down gradations of restructured accounts during the No. of borrowers - - - - -

financial year Amount outstanding - - - - -
Provision amount - - - - -
6 Write offs of restructured accounts during the No. of borrowers - - (2) - (2)
financial year Amount outstanding - - (58.88) - (58.88)
Provision amount - - (10.48) - (10.48)
7 Recovery from restructured accounts during the No. of borrowers (1) - (2) - (3)
financial year Amount outstanding (3,43.94) - (2,26.22) - (5,70.16)
Provision amount (17.81) - (45.45) - (63.26)
8 Sale of restructured accounts during the financial year No. of borrowers - - - - -
Amount outstanding - - - - -
Provision amount - - - - -
9 Restructured accounts as on March 31, 2023 No. of borrowers 1 - 7 - 8
Amount outstanding 7.89 - 76.08 - 83.97
Provision amount 0.42 - 14.95 - 15.37
-
The Company has not done any restructuring under CDR mechanism and SME Debt restructuring mechanism and hence no disclosure is required for
same.
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)
Notes forming part of financial statements for the year ended March 31, 2024

Additional disclosures given in terms of the Non Banking Financial Companies - Systemically Important Non Deposit Taking Company and Deposit Taking
Company (Reserve Bank) Directions, 2016 (as amended)

48F. Break up of 'Provisions and Contingencies' shown under the head 'Expenditure' in the Statement of Profit and Loss
(₹ in lakhs)
Particulars For the year ended For the year ended
2024 2023
1 Provision for doubtful loans and advances (others) 25,74.40 62.18
2 Provision for doubtful Loans (647,85.99) (58,02.88)
3 Provision made towards income tax* 172,26.86 3,54.09
4 Provision on consumer disputes 9,99.44 -
5 Provision on indirect taxes - - -
* Includes deferred tax
48G. Investments
(₹ in lakhs) As at
Particulars As at March 31 As at March 31 April 1, 2017
2024 2023
1 Value of investments
(i) Gross value of investments
(a) In India 2530,75.45 608,62.92 273,18.75
(b) Outside India - - -
(ii) Provision for depreciation -
(a) In India - - -
(b) Outside India - - -
(iii) Net value of investments
(a) In India 2530,75.45 608,62.92 258,20.07
(b) Outside India - - -
2 Movement of provisions held towards depreciation of investments
(i) Opening balance - - -
(ii) Add: Provisions made during the year - - -
(iii) Less: Utilised - - -
(iv) Closing balance - - -

48H. Capital Market

(₹ in lakhs)
Particulars As at March 31 As at March 31
2024 2023 As at
1 Direct investment in equity shares, convertible bonds, convertible debentures and units of
equity oriented mutual funds the corpus of which is not exclusively invested in corporate debt; 1083,61.70 373,87.69 152,93.67

2 Advances against shares / bonds / debentures or other securities or on clean basis to individuals
for investment in shares (including IPOs / ESOPs), convertible bonds, convertible debentures, - - -
and units of equity oriented mutual funds;
3 Advances for any other purposes where shares or convertible bonds or convertible debentures
- - -
or units of equity oriented mutual funds are taken as primary security;
4 Advances for any other purposes to the extent secured by the collateral security of shares or
convertible bonds or convertible debentures or units of equity oriented mutual funds i.e. where
- - -
the primary security other than shares / convertible bonds / convertible debentures / units of
equity oriented mutual funds does not fully cover the advances;
5 Secured and unsecured advances to stockbrokers and guarantees issued on behalf of
- - -
stockbrokers and market makers;
6 Loans sanctioned to corporate against the security of shares / bonds / debentures or other
securities or on clean basis for meeting promoter’s contribution to the equity of new companies - - -
in anticipation of raising resources;
7 Bridge loans to companies against expected equity flows / issues; - - -
8 underwriting commitments taken up by the banks in respect of primary issue of shares or
- - -
convertible bonds or convertible debentures or units of equity oriented mutual funds;
9 Financing to stockbrokers for margin trading; - - -
10 All exposures to Alternative Investment Funds:
(i) Category I
5,02.28 - 16,47.00
(ii) Category II
(iii) Category III
1088,63.98 373,87.69 169,40.67
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)
Notes forming part of financial statements for the year ended March 31, 2024

Additional disclosures given in terms of the Non Banking Financial Companies - Systemically Important Non Deposit Taking Company and Deposit Taking
Company (Reserve Bank) Directions, 2016 (as amended)

48I. Ratings assigned by credit rating agencies and migrations of ratings in respect of all credit facilities and debt instruments during the year:

Instruments
Rating Non-
Year ended Long-term bank Short-term bank Subordinated
agency convertible Commercial papers Perpetual debt
facilities facilities Tier II NCDs
debentures
CRISIL AA/ CRISIL A1+ CRISIL AA/ CRISIL AA/ CRISIL A1+ CRISIL A+
March 31, 2024
POSITIVE POSITIVE POSITIVE /POSITIVE
1 CRISIL CRISIL AA-/ NA CRISIL AA-/ CRISIL AA-/ CRISIL A1+ CRISIL A / STABLE
March 31, 2023
STABLE STABLE STABLE
1-Apr-17 CRISIL
ICRAAA/ CRISIL A1 +
ICRA A1+ CRISIL
ICRAAA/ CRISIL
ICRA AA/
AA/STABLE CRISIL
ICRA A1+A1+ CRISIL A + Positive
ICRA A+/STABLE
March 31, 2024
AA/STABLE AA/STABLE
2 ICRA NA NA NA ICRA AA- / ICRA A1+ ICRA A / POSITIVE
March 31, 2023
POSITIVE
1-Apr-17 ICRA AA/ ICRA A1 + ICRA AA/ ICRA AA/ ICRA A1 + ICRA A + Positive
CARE NA CARE CARE CARE A1+ CARE AA-/STABLE
CARE March 31, 2024
3 AA+/STABLE AA+/STABLE AA+/STABLE
CARE AA-/ NA CARE AA-/ CARE AA-/ CARE A1+ CARE A / STABLE
March 31, 2023
STABLE STABLE STABLE
1-Apr-17 N.A N.A N.A N.A N.A N.A
48J. Details of financing of parent company’s products
(₹ in lakhs)
Particulars As at March 31 As at March 31
2024 2023
No's Amount No's Amount
1 Commercial vehicle# 44,227 8508,92.00 - -
2 Passenger vehicle# 2,437 236,02.00 - -
#Represents financing of products of ultimate parent entity Tata Motors Limited.

48K. Concentration of advances

(₹ in lakhs)
Particulars As at March 31 As at March 31 As at
2024 2023
1 Total advances to twenty largest borrowers / customer 1269,63.41 1227,80.29 348,73.16
2 Percentage of Advances to twenty largest borrowers to Total Advances of the applicable NBFC
3.91% 12.32% 1.97%

48L. Concentration of exposures

(₹ in lakhs)

Particulars As at March 31 As at March 31

2024 2023
1 Total exposure to twenty largest borrowers / customer 1269,63.41 1227,80.29
2 Percentage of exposures to twenty largest borrowers / customer to total exposure of the NBFC
3.91% 12.32%
on borrowers / customer

48M. Concentration of NPAs

(₹ in lakhs)

Particulars As at March 31 As at March 31

2024 2023
1 Total exposure to top four NPA accounts 26,65.77 43,31.72
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)
Notes forming part of financial statements for the year ended March 31, 2024

Additional disclosures given in terms of the Non Banking Financial Companies - Systemically Important Non Deposit Taking Company and Deposit Taking
Company (Reserve Bank) Directions, 2016 (as amended)
48N. Sector-wise NPAs (Percentage of NPAs to total advances in that sector)

As at March 31, 2024 As at March 31, 2023

Sectors Total Exposure Gross NPAs Percentage of Total Exposure Gross NPAs Percentage of
(includes on Gross NPAs to (includes on Gross NPAs to total
balance sheet total exposure balance sheet exposure in that
and off-balance in that sector and off-balance sector
sheet exposure) sheet exposure)

1 Agriculture and allied activities - - - - -

2 Industry
i. - - - - - -
ii. - - - - - -
Total

3 Service
i. Retail loans 29537,83.27 1959,02.42 6.63% 7155,67.12 386,22.51 5.40%
ii. Wholesale loans 3595,58.67 15,79.13 0.44% 2823,43.42 20,76.96 0.74%
Total 33133,41.94 1974,81.55 5.96% 9979,10.54 406,99.47 4.08%

4 Personal loans
i. - - - - - -
ii. - - - - - -
Total - - - - - -

5 Others, if any - - - - -
Notes:
(a) Percentage of gross NPA to total advances at Company level as per RBI regulations for current and comparative years are as below :-
March 31, 2024 : 6.08%, March 31, 2023 : 4.08%

48O. Customer complaints

(Numbers)
Particulars As at March 31 As at March 31 Percentage of
2024 2023
1 No of complaints pending at the beginning of the year # 983 60 0
2 No of complaints received during the year* 9,047 1,595 516
3 No of complaints redressed during the year 9,308 1,468 559
3.1 Of which, number of complaints rejected by the NBFC 1,475 95
4 No of complaints pending at the end of the year 722 187 50
*complaints include legal cases lodged
Complaints received by the NBFC from Office of Ombudsman
5 Number of maintainable complaints received by the NBFC from Office of Ombudsman 210 8
5.1 Of 5, number of complaints resolved in favour of the NBFC by Office of Ombudsman 206 8
5.2 Of 5, number of complaints resolved through conciliation/mediation/advisories 8 -
issued by Office of Ombudsman
5.3 Of 5, number of complaints resolved after passing of Awards by Office of Ombudsman against the - -
NBFC
6 Number of Awards unimplemented within the stipulated time (other than those appealed) - -

# Included 796 of complaints transferred from TMF Business Services Limited ( Formerly known as Tata Motors Finance Limited) on account of demerger.
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)
Notes forming part of financial statements for the year ended March 31, 2024

Additional disclosures given in terms of the Non Banking Financial Companies - Systemically Important Non Deposit Taking Company and Deposit Taking
Company (Reserve Bank) Directions, 2016 (as amended)

Grounds of complaints, Number of Number of % increase/ Number of Of 5, number of

(i.e. complaints relating complaints complaints decrease in the complaints complaints
to) pending at the received number of pending at the pending beyond 30
beginning of the during the complaints end of the year days
year # year received over
the previous
1 2 3 4 5 6
Current Year
Any Notice / request from Advocates/ RTO 802 3231 7% 607 416
Loan is terminated, but reflecting in credit bureau report 8 1414 258% 24 0
Payment not reflecting 20 1063 47% 31 5
Recovery Agents/ Direct Sales Agents 31 510 10% 11 4
Collection call received despite regular payment of EMIs 1 991 989% 2 0
Others 121 1838 5% 47 14
Total 983 9047 15% 722 439

Previous Year
Payment not reflecting 3 472 -25% 7 2
Any Notice / request from Advocates/ RTO 49 685 104% 169 112
Loan is terminated, but reflecting in Credit Report 2 67 294% 1 0
Renewed Insurance Policy Not received 0 107 168% 0 0
Recovery Agents/ Direct Sales Agents 0 38 36% 2 1
Others 6 226 25% 8 3
Total 60 1595 30% 187 118

# Included transferred from TMF Business Services Limited ( Formerly known as Tata Motors Finance Limited) on account of demerger.

48P. Movement of NPAs

(₹ in lakhs)
Particulars As at March 31 As at March 31
2024 2023
1 Net NPAs to net advances 3.44% 2.82%
2 Movement of NPAs (Gross)
(i) Opening balances 406,99.47 619,50.83
(ii) Transfer from TMF Business Services Limited ( Formerly known as Tata Motors Finance Limited) 2874,79.40 -
on account of demerger
(iii) Additions during the year 815,88.46 309,20.08
(iv) Reductions during the year 2122,85.78 521,71.44
(v) Closing balances 1974,81.55 406,99.47
3 Movement of Net NPAs
(i) Opening balances 277,80.97 403,84.81
(ii) Transfer from TMF Business Services Limited ( Formerly known as Tata Motors Finance Limited) 1422,30.79 -
on account of demerger
(iii) Additions during the year 413,72.55 (8,67.89)
(iv) Reductions during the year 1029,08.45 117,35.95
(v) Closing balances 1084,75.86 277,80.97
4 Movement of provisions for NPAs (excluding provisions on standard assets)
(i) Opening balances 129,18.50 215,66.02
(ii) Transfer from TMF Business Services Limited ( Formerly known as Tata Motors Finance Limited) 1452,48.61 -
on account of demerger
(iii) Provisions made during the year 402,15.91 317,87.97
(iv) Write-off / write-back of excess provisions 1093,77.33 404,35.49
(v) Closing balances 890,05.69 129,18.50

48Q. Forward Rate Agreement / Interest Rate Swap

(₹ in lakhs)
Particulars As at March 31 As at March 31
2024 2023
(i) The notional principal of swap agreements 2370,14.59 110,71.50
(ii) Losses which would be incurred if counterparties failed to fulfill their obligations under the 102,44.23 13,40.42
agreements
(iii) Collateral required by the applicable NBFC upon entering into swap - -
(iv) Concentration of credit risk arising from the swaps - -
(v) The fair value of the swap book 97,52.93 13,40.42

The Company as per its risk management policy, uses foreign exchange forward and other Interest Rate Swap (IRS) to hedge the risk exposure
relating to changes in foreign currency exchange rate and interest rate.
Refer note 3 for accounting policies on derivative and hedging activities and note 42 for risk management policies adopted by the Company.
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)
Notes forming part of financial statements for the year ended March 31, 2024

Additional disclosures given in terms of the Non Banking Financial Companies - Systemically Important Non Deposit Taking Company and Deposit Taking
Company (Reserve Bank) Directions, 2016 (as amended)

Quantitative Disclosures
(₹ in lakhs)
Particulars As at March 31 As at March 31
2024 2023
Currency Interest Rate Currency Interest Rate
Derivatives Derivatives Derivatives Derivatives
(i) Derivatives (Notional Principal Amount)
For hedging 2370,14.93 110,71.50
(ii) Marked to Market Positions
a) Asset (+) 89,02.02 13,42.21 13,40.42 -
b) Liability (-) (4,91.29) - -
(iii) Credit Exposure - - - -
(iv) Unhedged Exposures - - - -

Disclosure on liquidity risk as per RBI notification RBI/2019-20/88 DOR.NBFC (PD) CC. No.102/03.10.001/2019-20 dated November 04, 2019 on Liquidity Risk
48R.
Management Framework for Non-Banking Financial Companies and Core Investment Companies

(i) Funding Concentration based on significant counterparty (both deposits and borrowings)
(₹ in lakhs)
No. of Significant Percentage to Percentage to
Amount
Counterparties* Total Deposits Total Liabilities
1 21 27874,25.96 NA 87.13%
(ii) Top 20 large deposits (amount in Rs lakhs and percentage of Total Deposits) - Not Applicable

(iii) Top 10 Borrowings

(₹ in lakhs)
% of Total
Amount
Borrowings
21499,05.40 67.04%

(iv) Funding Concentration based on significant instrument / product

(₹ in lakhs)
% to Total
Name of the instrument/product Amount
Liabilities
1 Term Loans (including External Commercial Borrowings) 22290,45.34 69.67%
2 Working capital demand loan 2914,90.00 9.11%
3 Commercial paper 1072,70.57 3.35%
4 Non-Convertible debentures 2757,19.42 8.62%
5 Subordinated debt 1082,86.07 3.38%
6 Inter corporate deposit - 0.00%
7 Cash credit 143,03.94 0.45%

(v) Stock ratios

Total public
Particulars Total liabilities Total assets
funds
1 Commercial papers as a percentage of 3.34% 3.35% 2.78%
Non-convertible debentures (original maturity of less than one year) as a
2 none none none
percentage of
3 Other short-term liabilities as a percentage of 50.35% 50.47% 41.86%

Note: Interest accrued but not due has been excluded from borrowings/total public funds.
Total Public Funds includes all borrowings including Collateralise debt obligation, nominal value of Compulsory convertible preference shares (conversion
period > 5 years) & instrument entirely in nature of equity.
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)
Notes forming part of financial statements for the year ended March 31, 2024

Additional disclosures given in terms of the Non Banking Financial Companies - Systemically Important Non Deposit Taking Company and Deposit Taking
Company (Reserve Bank) Directions, 2016 (as amended)
(vi) Institutional set-up for liquidity risk management

The company has constituted an Asset Liability Supervisory Committee (ALCO) to oversee liquidity risk management. ALCO consists of Managing Director & Chief
Executive Officer, Non-Executive Director, Chief Financial Officer, Chief Digital and Marketing Officer, Chief Credit Officer, Chief Risk Officer and Head - Treasury. The
ALCO meetings are held every quarter. TMFL has a Risk Management Committee (RMC), a sub-committee of the Board, which oversees overall risks to which the
Company is exposed including liquidity risk management (LRM). ALCO’s views on liquidity and asset liability management are presented to RMC for its independent
review on a regular basis. The ALCO and RMC also updates the Board at regular intervals.

For the previous year i.e. financial year 2022-23

(i) Funding Concentration based on significant counterparty (both deposits and borrowings)

(₹ in lakhs)
No. of Significant Percentage to Percentage to
Amount
Counterparties* Total Deposits Total Liabilities
1 21 8933,68.18 NA 95.64%

*Represents counterparties accounting for more than 1% of total liabilities

(ii) Top 20 large deposits (amount in Rs lakhs and percentage of Total Deposits) - Not Applicable

(iii) Top 10 Borrowings

(₹ in lakhs)
% of Total
Amount
Borrowings
5956,22.08 66.34%

(iv) Funding Concentration based on significant instrument / product

(₹ in lakhs)
% to Total
Name of the instrument/product Amount
Liabilities
1 Term loans (including External Commercial Borrowings) 6765,31.92 72.43%
2 Commercial paper 346,00.39 3.70%
3 Working capital demand loan 565,00.00 6.05%
4 Non-convertible debentures 1302,32.96 13.94%

(v) Stock ratios

Total public
Particulars Total liabilities Total assets
funds
1 Commercial papers as a percentage of 3.85% 3.70% 2.93%
Non-convertible debentures (original maturity of less than one year) as a
2 NA NA NA
percentage of
3 Other short-term liabilities as a percentage of 42.85% 41.19% 32.63%

Note: Interest accrued but not due has been excluded from Borrowings/Total Public funds

(vi) Institutional set-up for liquidity risk management

Tata Motors Finance Limited (TMFL) has an Asset Liability Supervisory Committee (ALCO), a Board level Sub-committee to oversee liquidity risk management. ALCO
consists of Non-Executive Director, Independent Directors, Chief Executive Officer and Group Chief Financial Officer. The ALCO meetings are held once in 3 months.
TMFL has a Risk Management Committee (RMC), a sub-committee of the Board, which oversees overall risks to which the Company is exposed including liquidity
risk management. ALCO’s views on liquidity and asset liability management are presented to RMC for its independent review on a quarterly basis. The ALCO and
RMC also updates the Board at regular intervals.
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)
Notes forming part of financial statements for the year ended March 31, 2024

Additional disclosures given in terms of the Non Banking Financial Companies - Systemically Important Non Deposit Taking Company and Deposit
Taking Company, (Reserve Bank) Directions, 2016 (as amended)

48S. Disclosure on asset classification and provisions as per RBI notification RBI/2019-20/170 DOR (NBFC).CC.PD.No.109/22.10.106/2019-20 dated
13th March 2020
(₹ in lakhs)
Asset Gross Carrying Loss Net Carrying Provisions Difference
classification Amount as per Allowances Amount required as per between Ind AS
Asset classification as per RBI Norms as per Ind AS Ind AS (Provisions) as IRACP norms 109 provisions
109 required and IRACP
under Ind AS norms
1 2 3 4 5=3-4 6 7= 4-6
Performing Asset
Standard Asset Stage-1 28574,03.85 213,38.53 28360,65.32 116,98.87 96,39.66
Stage-2 1911,31.96 246,05.26 1665,26.70 9,34.89 236,70.37
Subtotal 30485,35.81 459,43.79 30025,92.02 126,33.76 333,10.03

Non-Performing Asset (NPA)

SubStandard Stage-3 794,66.57 253,29.41 541,37.16 79,90.39 173,39.02

Doubtful up to 1 Year Stage-3 769,48.66 347,65.07 421,83.59 529,85.82 (182,20.75)

1 to 3 Years Stage-3 403,34.06 282,80.79 120,53.27 319,01.34 (36,20.55)
More than 3 Years Stage-3 7,32.25 6,30.41 1,01.84 6,91.99 (61.58)
Subtotal of Doubtful 1180,14.97 636,76.27 543,38.70 855,79.15 (219,02.88)

Loss Stage-3 - - - - -

Subtotal of NPA 1974,81.54 890,05.68 1084,75.86 935,69.54 (45,63.86)

Other items such as guarantees, loan Stage-1 158,24.61 63.98 157,60.63 - 63.98
commitments, etc. which are in the scope of Stage-2 - - - - -
Ind AS 109 but not covered under current Stage-3 - - - - -
Income Recognition, Asset Classification and
Provisioning (IRACP) norms

Subtotal 158,24.61 63.98 157,60.63 - 63.98

Stage-1 28732,28.46 214,02.51 28518,25.95 116,98.87 97,03.64

Stage-2 1911,31.96 246,05.26 1665,26.70 9,34.89 236,70.37
TOTAL
Stage-3 1974,81.54 890,05.68 1084,75.86 935,69.54 (45,63.86)
32618,41.96 1350,13.45 31268,28.51 1062,03.30 288,10.15

In terms of requirement of RBI notification no. mentioned above on implementation of Indian Accounting Standards, Non-Banking Financial
Companies (NBFCs) are required to create an impairment reverse for any short fall in impairment allowance under Ind AS 109 and income
Recognition and Asset Classification and Provisioning (IRACP) norms (including provision on standard assets). The Impairment allowance under
Ind AS 109 made by the company exceeds the total provision required under IRACP (Including standard assets provisioning), as at March 31, 2024
and accordingly, no amount is required to be transferred to impairment reserve.
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)
Notes forming part of financial statements for the year ended March 31, 2024

Additional disclosures given in terms of the Non Banking Financial Companies - Systemically Important Non Deposit Taking Company and Deposit
Taking Company, (Reserve Bank) Directions, 2016 (as amended)

For the previous year i.e. financial year 2022-23

(₹ in lakhs)
Asset Gross Carrying Loss Net Carrying Provisions Difference
classification Amount as per Allowances Amount required as per between Ind AS
as per Ind AS Ind AS (Provisions) as IRACP norms 109 provisions
Asset classification as per RBI Norms
109 required and IRACP
under Ind AS norms
109
1 2 3 4 5=3-4 6 7= 4-6
Performing Asset
Standard Asset Stage-1 9180,82.75 49,94.36 9130,88.39 36,96.47 12,97.89
Stage-2 376,72.89 13,05.49 363,67.40 2,26.69 10,78.80
Subtotal 9557,55.64 62,99.85 9494,55.79 39,23.16 23,76.69

Non-Performing Asset (NPA)

SubStandard Stage-3 228,63.62 72,88.29 155,75.33 21,43.83 51,44.46

Doubtful up to 1 Year Stage-3 143,24.91 37,91.53 105,33.38 59,19.85 (21,28.32)

1 to 3 Years Stage-3 34,35.17 18,06.10 16,29.07 23,40.48 (5,34.38)
More than 3 Years Stage-3 75.77 32.58 43.19 57.58 (25.01)
Subtotal of Doubtful 178,35.85 56,30.21 122,05.64 83,17.91 (26,87.71)

Loss Stage-3 - - - - -

Subtotal of NPA 406,99.47 129,18.50 277,80.97 104,61.74 24,56.75

Other items such as guarantees, loan Stage-1 14,55.44 9.08 14,46.36 - 9.08
commitments, etc. which are in the scope of Stage-2 - - - - -
Ind AS 109 but not covered under current Stage-3 - - - - -
Income Recognition, Asset Classification and
Provisioning (IRACP) norms
Subtotal 14,55.44 9.08 14,46.36 - 9.08

Stage-1 9195,38.19 50,03.43 9145,34.76 36,96.47 13,06.97

Stage-2 376,72.89 13,05.49 363,67.40 2,26.69 10,78.80
TOTAL
Stage-3 406,99.47 129,18.50 277,80.96 104,61.74 24,56.75
9979,10.55 192,27.42 9786,83.12 143,84.90 48,42.52

In terms of requirement of RBI notification no. mentioned above on implementation of Indian Accounting Standards, Non-Banking Financial
Companies (NBFCs) are required to create an impairment reverse for any short fall in impairment allowance under Ind AS 109 and income
Recognition and Asset Classification and Provisioning (IRACP) norms (including provision on standard assets). The Impairment allowance under Ind
AS 109 made by the company exceeds the total provision required under IRACP (Including standard assets provisioning), as at March 31, 2023 and
accordingly, no amount is required to be transferred to impairment reserve.
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)
Notes forming part of financial statements for the year ended March 31, 2024

Additional disclosures given in terms of the Non Banking Financial Companies - Systemically Important Non Deposit Taking Company and Deposit Taking Company

48T
Disclosure on liquidity risk as per RBI notification RBI/2019-20/88 DOR.NBFC (PD) CC. No.102/03.10.001/2019-20 dated November 04, 2019 on Liquidity Risk Management
Framework for Non-Banking Financial Companies and Core Investment Companies

RBI vide circular dated November 4, 2019 has made it mandatory for NBFCs to implement Liquidity Coverage Ratio (LCR) with effect from December 1, 2020. Accordingly, the Board
and ALCO has approved the Liquidity risk management policy including LCR policy. The overall Liquidity risk management of TMFL is under the guidance of the ALCO and within the
overall framework of the Board approved policies. The mandated regulatory threshold as per the transition plan is embedded into the policy to ensure maintenance of adequate liquidity
buffers. LCR computations are reported to ALCO and the Board for oversight and periodical review. LCR seeks to ensure that TMFL has an adequate stock of unencumbered High-
Quality Liquid Assets (HQLA) that can be converted into cash promptly and immediately to meet its liquidity needs under a 30-day calendar liquidity stress scenario. As a strategy, TMFL
has been maintaining Investment in Government Securities and balance in current account with banks which has resulted in a high level of HQLA. TMFL follows the criteria laid down by
the RBI for calculation of High-Quality Liquid Assets (HQLA), gross outflows and inflows within the next 30-day period. HQLA predominantly comprises Investment in Government
Securities and Balance in current accounts with the Banks. TMFL is funded through Commercial papers, term loans from banks, long term bonds, and foreign currency borrowings. All
significant outflows and inflows determined in accordance with RBI guidelines are included in the prescribed LCR computation. The Company assesses the impact on short term liquidity
gaps dynamically under various scenarios covering business projections under normal as well as varying market conditions. Periodical reports are placed before the Company’s ALCO for
perusal and review. The LCR is calculated by dividing a TMFL’s stock of HQLA by its total net cash outflows over a 30-day stress period.

RBI has mandated a minimum LCR of 85% from 1st December 2023 and TMFL’s LCR stood at 140% for the quarter ended March 31, 2024.
Below is the quarterly summary of LCR values for financial year 2023- 2024.

(₹ in lakhs)
Quarter ended March 31, Quarter ended December 31, Quarter ended September 30, Quarter ended June
2024 2023 2023 30, 2023
Particulars Total Total Total Total Total Total Total Total
Unweighted Weighted Unweighted Weighted Unweighted Weighted Unweighted Weighted
Value Value Value Value Value Value Value Value
High Quality Liquid Assets (HQLA)
(i) Fixed Deposits (unencumbered) - - - - - - - -
(ii) Investment in Government Securities 1404,64.38 1404,64.38 1504,70.86 1504,70.86 1423,01.27 1423,01.27 1301,93.46 1301,93.46
(iii) Cash & Bank Balance 187,63.55 187,63.55 136,47.03 136,47.03 116,80.18 116,80.18 122,24.84 122,24.84
(iv) Investment in Listed Companies - - - - - - - -

1 Total HQLA 1592,27.93 1592,27.93 1641,17.89 1641,17.89 1539,81.45 1539,81.45 1424,18.30 1424,18.30

Cash Outflow
2 Deposits (for deposit taking companies) - - - - - - - -
3 Unsecured wholesale funding 1236,70.34 1422,20.89 1203,37.48 1383,88.10 1081,06.14 1243,22.06 485,81.28 558,68.47
4 Secured wholesale funding 1335,70.65 1536,06.25 1358,82.04 1562,64.35 1445,46.73 1662,28.74 1401,13.02 1611,29.97
5 Additional requirements, of which
Outflows related to derivative exposures and
(i)
other collateral requirements - - - - 4,41.97 5,08.27 - -
Outflows related to loss of funding on debt
(ii)
products - - - - - - - -
(iii) Credit and liquidity facilities - - - - - - - -
6 Other contractual funding obligations 1251,98.02 1439,77.73 1166,39.05 1341,34.91 1172,51.17 1348,38.85 1253,01.54 1440,96.77
7 Other contingent funding obligations 135,99.60 156,39.54 142,15.39 163,47.70 137,51.53 158,14.26 136,79.94 157,31.93

8 Total Cash Outflow 3960,38.61 4554,44.41 3870,73.96 4451,35.06 3840,97.54 4417,12.18 3276,75.78 3768,27.14

Cash Inflow
9 Secured lending - - - - - - - -
10 Inflows from fully performing exposures 1884,27.51 1413,20.63 2033,40.49 1525,05.37 2119,79.79 1589,84.85 1964,76.95 1473,57.72
11 Other cash inflows 3153,04.90 2364,78.68 3366,30.37 2524,72.78 3395,64.68 2546,73.51 8984,12.35 6738,09.26

12 Total Cash Inflow 5037,32.41 3777,99.31 5399,70.86 4049,78.15 5515,44.47 4136,58.36 10948,89.30 8211,66.98

13 Total HQLA 1592,27.93 1641,17.89 1539,81.45 1424,18.30

14 Total Net Cash Outflow 1138,61.10 1112,83.77 1104,28.04 942,06.78
15 LIQUIDUTY COVERAGE RATIO (%) 140% 147% 139% 151%

Notes:
1. Total Unweighted Value (average) and Total weighted Value (average) are calculated taking simple averages of monthly observations for the respective quarter.
2. Inflows from fully performing exposures represents inflow from both secured and unsecured loans and advances.
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)
Notes forming part of financial statements for the year ended March 31, 2024

Additional disclosures given in terms of the Non Banking Financial Companies - Systemically Important Non Deposit Taking Company and Deposit Taking Company (Reserve Bank) Directions, 2016
(as amended)

Disclosure on liquidity risk as per RBI notification RBI/2019-20/88 DOR.NBFC (PD) CC. No.102/03.10.001/2019-20 dated November 04, 2019 on Liquidity Risk Management Framework for Non-
Banking Financial Companies and Core Investment Companies
Tata Motors Finance Solutions Limited (TMFL) {Formerly known as Tata Motors Finance Solutions Limited (TMFSL)} has constituted an Asset Liability Supervisory Committee (ALCO) to oversee liquidity
risk management. ALCO consists of Whole Time/ Executive Director, Non-Executive Director, Group Chief Financial Officer, Chief Financial Officer, Chief Digital and Marketing Officer, Chief Credit
Officer, Chief Risk Officer and Head – Treasury. The ALCO meetings are held every quarter. TMFSL has a Risk Management Committee (RMC), a sub-committee of the Board, which oversees overall
risks to which the Company is exposed including liquidity risk management (LRM). ALCO’s views on liquidity and asset liability management are presented to RMC for its independent review on a
regular basis. The ALCO and RMC also updates the Board at regular intervals.

RBI vide circular dated November 4, 2019 has made it mandatory for NBFCs to implement Liquidity Coverage Ratio (LCR) with effect from December 1, 2020. Accordingly, the Board and ALCO has
approved the Liquidity risk management policy including LCR policy. The overall Liquidity risk management of TMFSL is under the guidance of the ALCO and within the overall framework of the Board
approved policies. The mandated regulatory threshold as per the transition plan is embedded into the policy to ensure maintenance of adequate liquidity buffers. LCR computations are reported to
ALCO and the Board for oversight and periodical review. LCR seeks to ensure that TMFSL has an adequate stock of unencumbered High-Quality Liquid Assets (HQLA) that can be converted into cash
promptly and immediately to meet its liquidity needs under a 30-day calendar liquidity stress scenario. As a strategy, TMFSL has been maintaining Investment in Government Securities and balance in
current account with banks which has resulted in a high level of HQLA. TMFSL follows the criteria laid down by the RBI for calculation of High-Quality Liquid Assets (HQLA), gross outflows and inflows
within the next 30-day period. HQLA predominantly comprises Investment in Government Securities and Balance in current accounts with the Banks. TMFSL is funded through Commercial papers, term
loans from banks, long term bonds, and foreign currency borrowings. All significant outflows and inflows determined in accordance with RBI guidelines are included in the prescribed LCR computation.
The Company assesses the impact on short term liquidity gaps dynamically under various scenarios covering business projections under normal as well as varying market conditions. Periodical reports
are placed before the Company’s ALCO for perusal and review. The LCR is calculated by dividing a TMFSLs` stock of HQLA by its total stressed net cash outflows over next 30-day period.

RBI has mandated a minimum LCR of 70% and TMFSL’s LCR stood at 181% for the quarter ended March 31, 2023.

Below is the quarterly summary of LCR values for financial year 2022-23.

(₹ in lakhs)
Quarter ended December 31, Quarter ended September 30, Quarter ended June 30,
Quarter ended March 31, 2023 2022 2022 2022
Particulars Total Total Total Total
Total Weighted Total Weighted Total Weighted Total Weighted
Unweighted Unweighted Unweighted Unweighted
Value Value Value Value
Value Value Value Value
High Quality Liquid Assets (HQLA)
(i) Fixed Deposits (unencumbered) - - - - - - - -
(ii) Investment in Government Securities 350,25.09 350,25.09 280,39.62 280,39.62 301,26.33 301,26.33 245,53.02 245,53.02
(iii) Cash & Bank Balance 60,45.22 60,45.22 74,17.75 74,17.75 75,90.60 75,90.60 107,31.50 107,31.50
(iv) Investment in Listed Companies - - - - - - - -

1 Total HQLA 410,70.31 410,70.31 354,57.37 354,57.37 377,16.93 377,16.93 352,84.52 352,84.52

Cash Outflow
2 Deposits (for deposit taking companies) - - - - - - - -
3 Unsecured wholesale funding 183,84.45 211,42.12 74,50.16 85,67.69 178,28.42 205,02.68 96,34.14 110,79.26
4 Secured wholesale funding 251,93.48 289,72.50 185,61.36 213,45.57 269,53.97 309,97.07 154,55.18 177,73.45
5 Additional requirements, of which
(i) Outflows related to derivative exposures and other collateral requirements
- - - - - - - -
(ii) Outflows related to loss of funding on debt products - - - - - - - -
(iii) Credit and liquidity facilities - - - - - - - -
6 Other contractual funding obligations 309,44.21 355,85.84 442,84.16 509,26.78 368,93.55 424,27.58 333,55.73 383,59.09
7 Other contingent funding obligations 45,04.03 51,79.63 38,70.89 44,51.53 34,82.57 40,04.96 16,28.47 18,72.74

8 Total Cash Outflow 790,26.17 908,80.09 741,66.57 852,91.57 851,58.51 979,32.29 600,73.52 690,84.54

Cash Inflow
9 Secured lending - - - - - - - -
10 Inflows from fully performing exposures 1069,39.02 802,04.27 1144,93.38 858,70.03 1109,40.05 832,05.04 923,54.51 692,65.89
11 Other cash inflows 2907,59.60 2180,69.70 3239,47.60 2429,60.70 2995,36.88 2246,53.66 2593,84.77 1945,38.58

12 Total Cash Inflow 3976,98.62 2982,73.97 4384,40.98 3288,30.73 4104,76.93 3078,58.70 3517,39.28 2638,04.47

13 Total HQLA - 41,070.31 - 354,57.37 - 377,16.94 - 352,84.52

14 Total Net Cash Outflow - 22,720.02 - 213,22.89 - 244,83.07 - 172,71.13
15 LIQUIDUTY COVERAGE RATIO (%) 181% 166% 154% 204%

Notes:
1. Total Unweighted Value (average) and Total weighted Value (average) are calculated taking simple averages of monthly observations for the respective quarter.
2. Inflows from fully performing exposures represents inflow from both secured and unsecured loans and advances.
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN -
U65910MH1992PLC187184)
Notes forming part of financial statements for the year ended March 31, 2024
49. Information as required by Reserve Bank of India Circular on Resolution Framework for COVID 19 related stress dated August 6, 2020

Format B: Disclosure for period ended March 31, 2024

(₹ in lakhs)
Type of Exposure to accounts Of (A), aggregate Of (A) amount Of (A) amount paid Exposure to
borrower classified as Standard debt that slipped written off by the borrowers accounts classified
consequent to into NPA during during during the half year as Standard
implementation of resolution half-year half year consequent to
plan – Position as at the end implementation of
of September 30, 2023 (A) resolution plan –
Position as at the
end of March 31,
2024

Personal Loans 63,23.54 2,12.29 82.96 13,13.76 47,14.53

Corporate persons* - - - - -
Of which MSMEs - - - - -
Others 375,56.78 13,92.17 6,66.80 141,09.75 213,88.06
Total 438,80.32 16,04.46 7,49.76 154,23.51 261,02.59
*As defined in Section 3(7) of the Insolvency and Bankruptcy Code, 2016

50.
Other disclosures
1 No penalties were imposed by RBI and other regulators during the year ended March 31, 2024. (March 31,2023: Nil)
2 The Company does not have any exposure in real estate sector during the year ended March 31, 2024. (March 31,2023: Nil)
3 The Company has not exceeded the prudential exposure limits in respect to single borrower limit / group borrower limit during the year ended
March 31, 2024. (March 31,2023: Nil)
4 The Company is registered with Reserve Bank of India as a Systemically Important Non Deposit Taking Non Banking Financial Company and
Insurance Regulatory and Development Authority of India.
5 The Company has not drawn down any amounts from the reserves during the year ended March 31, 2024 (March 31,2023: Nil) except as
disclosed in statement of changes in equity.
6 The Company has not sold any Financial Assets to Securitisation / Reconstruction Company for Asset Reconstruction during the year ended
March 31, 2024. (March 31,2023: Nil)
7 The Company has not purchased any non-performing financial assets during the year ended March 31, 2024. (March 31,2023: Nil)
8 The Company does not have any exceptional items of income and expenditure during the year ended March 31, 2024. (March 31,2023: Nil)
9 The Company does not have any divergence in provisioning and gross NPA reported by company and assessed by RBI in its inspection report of
FY 22-23.
10 No modified opinion(s) or other reservation(s) has been mentioned in the audit report or limited review report in respect of the financial results of
any previous financial year or quarter which has an impact on the profit or loss of the reportable period.
11 Overseas assets (for those with joint ventures and subsidiaries abroad)
The Company does not have any joint venture or subsidiary abroad, hence not applicable.
12 Unsecured advances
At March 31, 2024, the amount of unsecured advances stood at ₹ 1597,44.86 Lakhs (March 31, 2023: ₹ 1733,60.76 Lakhs)
The Company has not granted unsecured advances against collateral of intangible securities such as charge over the rights, licenses or authority.
13 The Company does not have any balances of securitization transactions during the year ended March 31, 2024. (March 31,2023: Nil)
14 Loan to directors, senior officers and relatives of directors

(₹ in lakhs)
Current Year Previous Year

Directors and its relatives Nil Nil

Entities associated with directors and their relatives Nil Nil
Senior officers and their relatives Nil Nil
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN - U65910MH1992PLC187184)
Notes forming part of financial statements for the year ended March 31, 2024

51. The Company transfer standard loans through Direct Assignment route. Following table provide the details of loan transferred during the year ended March 31, 2024

(₹ in lakhs)
For the year ended March For the year ended
Particulars
31 March 31
2024 2023
Number of transactions 13 6
Number of loans assigned 32,819 14,430
Aggregate principal outstanding amount of loans assigned * 4382,27.86 1512,92.00
Sale consideration 3944,05.07 1361,62.00
Weighted average residual maturity (months) 39.39 30.46
Weighted average holding period (months) 9.88 9.73
Retention of beneficial economic interest 438,22.79 151,30.00
Tangible security coverage 100% 100%
Rating wise distribution of rated loans assigned NA NA
Number of instances (transactions) of replacing the transferred loans NA NA
Number of transferred loans replaced NA NA
* Indicates 100% principal outstanding amount as on loan assignment date
**Excluding deal under co-lending arrangement of ₹ 793,19 Lakhs (Bank contribution is ₹ 634,55 Lakhs) for the year March 31, 2024 and
₹ 113,03 Lakhs (Bank contribution is ₹ 9043,00 Lakhs) for the year March 31, 2023.

52. Fraud
As required by Reserve Bank of India circular No RBI/2011-12/424 DNBS.PD.CC. No. 256 /03.10.042 / 2011-12 dated March 02, 2012 on monitoring of frauds, the Company
has reported fraud amounting to ₹ 3,78.92 lakhs during year ended March 31, 2024 (during the year ended March 31, 2023 ₹ 52.26 lakhs) through form FMR 1.

53. Unhedged foreign currency exposure

There is no Unhedged foreign currency exposure as on March 31, 2024. The Company in past has issued ECBs which are fully hedged as per Risk Management Policy.

54. Breach of Covenant

There is no breach of covenant for any borrowings undertaken by the Company.

As per our report of even date attached For and on behalf of the Board of Directors
For KALYANIWALLA & MISTRY LLP
Chartered Accountants
Firm Registration Number: 104607W / W100166

Sai Venkata Ramana Damarla P. S. Jayakumar P. B. Balaji

Partner Director Director
Membership No. 107017 (DIN - 01173236) (DIN - 02762983)

Place: Mumbai
Date: April 29, 2024
Samrat Gupta
Managing Director & CEO
(DIN – 07071479)

Ridhi Gangar Vinay Lavannis

Chief Financial Officer Company Secretary
(Membership No – A7911)
Place: Mumbai
Date: April 29, 2024
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN -
U65910MH1992PLC187184)
Schedule to the Balance Sheet as at March 31, 2024 of a non-deposit taking non-banking financial Company

(Disclosure as per Annexure 1 of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms
(Reserve Bank) Directions, 2015)
Liabilities side: (₹ in lakhs)
1 Loans and advances availed by the non-banking financial Company inclusive of Amount Amount
interest accrued thereon but not paid: outstanding overdue
(a) Debentures
: Secured 82,87.08 -
: Unsecured (Note-1) 3884,35.92 -
(other than falling within the meaning of public deposits)
(b) Deferred credits - -
(c) Term loans 22317,61.44 -
(d) Inter-corporate loans and borrowings - -
(e) Commercial papers (Note-2) 1072,70.57 -
(f) Other Loans
- Working capital demand loan (secured) 2740,00.00 -
- Working capital demand loan (unsecured) 174,90.00
- Cash Credit from banks 143,03.94 -
- Collateral debt obligation - -

Assets Side : (₹ in lakhs)

2 Break-up of Loans and Advances including bills receivables [other than those Amount
included in (4) below]: Outstanding
(a) Secured 30862,72.47
(b) Unsecured 1597,44.86
(₹ in lakhs)
3 Break up of Leased Assets and stock on hire and other assets towards AFC activities Amount
Outstanding
(i) Lease assets including lease rentals under sundry debtors :
(a) Financial lease 193,91.44

(ii) Stock on hire including hire charges under sundry debtors :

(a) Assets on hire -
(b) Repossessed Assets -
(iii) Other loans counting towards AFC activities
(a) Loans where assets have been repossessed 134,07.34
(b) Loans other than (a) above 32132,18.55
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN -
U65910MH1992PLC187184)
Schedule to the Balance Sheet as at March 31, 2024 of a non-deposit taking non-banking financial Company
(₹ in lakhs)
(4) Break-up of Investments: Amount
Outstanding
Current Investments:
1 Quoted :
(i) Shares : (a) Equity * 6,26.82
(b) Preference -
(ii) Debentures and Bonds -
(iii) Units of mutual funds 300,38.96
(iv) Government Securities 159,59.93
(v) Others -
Investment in Senior Pass Through Certificates -
2 Unquoted:
(i) Shares : (a) Equity -
(b) Preference -
(ii) Debentures and Bonds -
(iii) Units of mutual funds -
(iv) Government Securities -
(v) Others -
-
Long Term Investments:
1 Quoted :
(i) Shares : (a) Equity 895,43.33
(b) Preference -
(ii) Debentures and Bonds -
(iii) Units of mutual funds -
(iv) Government Securities 1097,33.28
(v) Others -
2 Unquoted:
(i) Shares : (a) Equity 72,57.67
(b) Preference 40.00
(ii) Debentures and Bonds -
(iii) Units of mutual funds -
(iv) Government Securities -
(v) Others 5,02.28
* Includes investments which are classified as asset held for sale -

(5) Borrower group-wise classification of assets financed as in (2) and (3) above : (₹ in lakhs)
Amount net of provisions
Category Secured Unsecured Total
1 Related Parties
(a) Subsidiaries - - -
(b) Companies in the same group 93,85.03 139,64.66 233,49.69
(c) Other related parties - - -

2 Other than related parties 30552,76.43 1673,91.21 32226,67.64

Total 30646,61.46 1813,55.87 32460,17.33
 TATA MOTORS FINANCE LIMITED (FORMERLY KNOWN AS TATA MOTORS FINANCE SOLUTIONS LIMITED) (CIN -
U65910MH1992PLC187184)
Schedule to the Balance Sheet as at March 31, 2024 of a non-deposit taking non-banking financial Company

(6) Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and
unquoted):
(₹ in lakhs)
Category Market Value/ Break Book Value (Net of Provision)
up or fair value or NAV
1 Related Parties
(a) Subsidiaries - -
(b) Companies in the same group 968,41.00 968,41.00
(c) Other related parties - -
2 Other than Related Parties
Quoted
Investment in Equity Shares * 6,26.82 6,26.82
Unquoted
Investment in non-convertible debentures - -
Investment in units of mutual fund 300,38.96 300,38.96
Others 1261,95.49 1261,95.49
Total 2537,02.27 2537,02.27
(7) Other information
Particulars
(i) Gross Non-Performing Assets
(a) Related parties -
(b) Other than related parties 1974,81.55
(ii) Net Non-Performing Assets
(a) Related parties -
(b) Other than related parties 1084,75.86
(iii) Assets acquired in satisfaction of debt -
* Includes investments which are classified as asset held for sale
Note 1: Includes Zero coupon debentures of ₹ 1202,94.97 lakhs, net of unamortised premium on redemption and unamortised
borrowing cost of ₹ 196,18.43 lakhs.
Note 2: Commercial Paper of ₹ 1072,70.57 lakhs are net of unamortised discounting charges and unamortised borrowing cost
amounting to ₹ 27,29.43 lakhs.

P. S. Jayakumar P.B. Balaji

Director Director
(DIN - 01173236) (DIN - 02762983)

Samrat Gupta
Managing Director and
Chief Executive Officer
(DIN - 07071479)

Place: Mumbai Ridhi Gangar Vinay Lavannis

Date : April 29, 2024 Chief Financial Officer Company Secretary
Membership No:-A7911