Tata Motors : Proceedings and Voting Results of the 77th Annual General Meeting (‘AGM’) of the Tata Motors Limited (“the Company”) held on July 4, 2022

BSE Limited	National Stock Exchange of India Ltd.
First Floor, New Trading Ring	Exchange Plaza, 5th Floor
Rotunda Building, P J Towers	Plot No.C/ 1, G Block
Dalal Street, Fort	Bandra-Kurla Complex
Mumbai 400 001	Bandra (East), Mumbai 400 051
July 5, 2022
Sc no - 16844
Dear Sirs,

Re: Proceedings and Voting Results of the 77th Annual General Meeting ('AGM') of the Tata Motors Limited ("the Company") held on July 4, 2022

The 77th AGM of the Company was held on Monday, July 4, 2022 from 3.00 p.m. (IST) to 5.37 p.m. (IST) through video conferencing ('VC') / Other Audio-Visual Means ('OAVM') to transact the businesses as stated in the Notice dated May 31, 2022 convening the 77th AGM.

In this regard, we are enclosing herewith the following:

1. Summary of proceedings of the 77th AGM as required under Regulation 30 Part A of Schedule III of the Securities And Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations') - Annexure A.
2. Voting Results of the businesses transacted at the 77th AGM, as required under Regulation 44(3) of the Listing Regulations - Annexure B.
3. The Consolidated Report of the Scrutinizer, pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 - Annexure C.

The Consolidated Voting Results alongwith the Scrutinizer's Report is available on the Company's website at www.tatamotors.comand on the website of National Securities Depository Limited at www.evoting.nsdl.com.

The video recording of the proceedings of the 77th AGM is also being made available on the website of the Company at www.tatamotors.com.

This is for your information and records.

Yours faithfully,

Tata Motors Limited

Maloy Kumar Gupta

Company Secretary

Encl. as above

Annexure A

Summary of proceedings of the 77th Annual General Meeting ('AGM'/'Meeting')

of the Members of the Company

The 77th AGM of the Members of Tata Motors Limited ("the Company") was held on Monday, July 4, 2022 at 3:00 p.m. (IST) through two-way Video Conferencing ('VC')/Other Audio Visual Means ('OAVM'). The Meeting was conducted in accordance with relevant Circulars issued by the Ministry of Corporate Affairs ('MCA') and the Securities and Exchange Board of India ('SEBI') in this regard.

Mr Maloy Kumar Gupta, Company Secretary, welcomed the Members to the Meeting and briefed them on certain points relating to the participation at the Meeting through VC.

Mr Natarajan Chandrasekaran, Chairman of the Board, chaired the Meeting. The requisite quorum being present, the Chairman called the Meeting to order. The Chairman welcomed all the Directors and requested those, who joined through VC, to introduce themselves to the Members. He also introduced the Executive Director and other Senior Management Personnel present with him at the common venue. The respective Chairperson/Chairman of the Audit Committee, Stakeholders Relationship Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee, Risk Management Committee and Safety, Health & Sustainability Committee were present at the AGM. The representatives of the Company's Statutory Auditors and Secretarial Auditors were also present at the Meeting through VC. The Chairman welcomed the Union Leaders present at the Meeting and acknowledged their contribution in maintaining industrial harmony throughout the year.

The Chairman informed the Members that the proceedings of the Meeting was video recorded and a live streaming was being webcast on the website of National Depository System Limited ('NSDL'). The Company had taken all the requisite steps to enable Members to participate and vote on the items of businesses considered at the AGM.

The details of authorized representations received from promoter group shareholders were informed to the Members. Since there was no physical attendance of Members and in compliance with the Circulars issued by MCA and SEBI, the requirement of appointing proxies was not applicable, except for the authorized representatives of corporate shareholders. Further, the Registers as required under the Companies Act, 2013 and other relevant documents mentioned in the Notice were available for inspection in electronic mode.

With the consent of the Members, the Notice of the Meeting and the Auditors' Report for the financial year ended March 31, 2022 were taken as read. It was informed to the Members that the Statutory Auditors' Report and Secretarial Auditor's Report did not contain any qualifications, other reservations, adverse remarks or disclaimers.

The Chairman, thereafter, requested Mr. P B Balaji, Group Chief Financial Officer to make a presentation to the Members. Mr. Balaji made a presentation covering the product and other highlights of both Tata Motors and Jaguar Land Rover, FY22 Revenue, EBIDTA and PBT as well as key priorities of Commercial Vehicles, Passenger Vehicles and Jaguar Land Rover, funding from TPG Rise for the electric vehicle business and the outlook for FY23 on demand and supply as well as the aim to become net zero auto debt Company by FY24.

The Chairman then read out his speech to the Members. In his speech, the Chairman highlighted that the Company had been at the forefront in coping with the relentless challenges over the past couple of years including global pandemic, high inflation, rising geopolitical risks, supply chain constraints, etc. and delivered a better financial performance in FY22 as compared to FY21. He mentioned that the Passenger Vehicles business witnessed a strong turnaround and the Electric Vehicle business had been leading the industry in India. The Commercial Vehicles business had been getting back to value creating growth. Jaguar Land Rover business would be future ready despite a tough supply chain environment. The

Chairman also provided an outlook of the Company highlighting strong demand, easing of supply chain constraints, shift to sustainable mobility and creation of a virtuous cycle of growth and returns for the shareholders.

The Company Secretary informed that the Members who were present at the AGM but had not cast their votes earlier through remote e-voting, may cast their vote during the AGM and also explained the process of e-voting on the Resolutions during the meeting through the NSDL e-voting website. He further informed that Mr P N Parikh (Membership No. FCS 327) of M/s Parikh & Associates, Practicing Company Secretaries was appointed as the Scrutinizer by the Board to scrutinize the remote e-voting process prior to and during the AGM in a fair and transparent manner.

The Chairman then invited the Members to express their views, give suggestions and make enquiries on the operations and financial performance of the Company and related matters. After the Members finished speaking, the Chairman responded to the questions raised by them.

The Chairman thanked the Members for their continuous support and for attending and participating at the Meeting and requested the Members to complete e-voting for next 15 minutes. The Chairman authorized the Company Secretary to carry out the voting process and declare the voting results of the consolidated voting.

After 15 minutes, the Company Secretary informed the Members that the consolidated voting results alongwith the scrutinizer's report would be disseminated through the Stock Exchanges and also placed on the websites of the Company, i.e., www.tatamotors.com, the National Securities Depository Limited, i.e., www.evoting.nsdl.comnot later than two working days from the conclusion of the Meeting.

The Meeting concluded at 5.37 p.m.

The Scrutinizer's Report was received after the conclusion of the Meeting on July 5, 2022 and as set out therein all the said Resolutions were declared passed with the requisite majority, as per details mentioned in the attached tabled and marked as Annexure - 1.

Yours faithfully,

Tata Motors Limited

Maloy Kumar Gupta

Company Secretary

Encl. as above

ANNEXURE - 1

Based on the Scrutinizer's Report, the following Resolutions were passed with requisite majority by the Members of Tata Motors Limited, as per the Notice convening the 77th Annual General Meeting held on Monday, July 4, 2022:

Item	Details of the Resolutions passed at the 77th AGM	Type of the
No.		Resolution
1	To receive, consider and adopt the Audited Financial Statements of the Company	Ordinary
	for the financial year ended March 31, 2022 together with the Reports of the
	Board of Directors and the Auditors thereon.
2	To receive, consider and adopt the Audited Consolidated Financial Statements of	Ordinary
	the Company for the financial year ended March 31, 2022 together with the
	Report of the Auditors thereon.
3	To appoint a Director in place of Mr Mitsuhiko Yamashita (DIN: 08871753), who	Ordinary
	retires by rotation and being eligible, offers himself for re-appointment.
4	To re-appoint Statutory Auditors of the Company	Ordinary
5	To appoint Mr Al-Noor Ramji (DIN: 00230865) as a Director and as an	Special
	Independent Director
6	To appoint Mr Om Prakash Bhatt (DIN: 00548091) as a Director and to re-appoint	Special
	as an Independent Director for the second term
7	To re-appoint Ms Hanne Birgitte Sorensen (DIN: 08035439) as an Independent	Special
	Director for the second term
8	To approve material related party transactions between the Company and Tata	Ordinary
	Marcopolo Motors Limited, a subsidiary
9	To approve material related party transactions between the Company and Tata	Ordinary
	Technologies Limited, a subsidiary
10	To approve material related party transactions between the Company and Tata	Ordinary
	Motors Passenger Vehicles Limited, a subsidiary
11	To approve material related party transactions between the Company and Tata	Ordinary
	Cummins Private Limited, a Joint Operations Company
12	To approve material related party transactions between the Company and Tata	Ordinary
	Capital Financial Services Limited, a subsidiary of Tata Sons Private Limited, the
	Promoter
13	To approve material related party transactions of Tata Motors Passenger	Ordinary
	Vehicles Limited, a subsidiary with certain identified related parties of the
	Company
14	To approve material related party transactions of Tata Passenger Electric Mobility	Ordinary
	Limited, a wholly owned subsidiary with certain identified related parties of the
	Company
15	To approve material related party transactions of Tata Motors Finance Group of	Ordinary
	Companies, as subsidiaries with certain identified related parties of the Company
16	To approve material related party transactions of the Jaguar Land Rover Group	Ordinary
	of Companies, as subsidiaries with certain identified Related parties of the
	Company
17	To approve material related party transactions between Tata Cummins Private	Ordinary
	Limited, a Joint Operations Company and its related parties
18	To amend Tata Motors Limited Employees Stock Option Scheme, 2018	Special
19	To approve change in place of keeping Registers and Records of the Company	Special
20	To approve appointment of Branch Auditors	Ordinary
21	To ratify Cost Auditor's remuneration	Ordinary

		Annexure B
TATA MOTORS LIMITED 77th AGM VOTING RESULTS
Date of the Annual General Meeting		July 4, 2022
	Ordinary Shareholders	4148137
Total number of shareholders on cut-off date	'A' Ordinary Shareholders	519190
(June 27, 2022)
	Total:	4667327
No. of shareholders present in the Meeting
either in person or through proxy:
Promoters and Promoter Group:	No arrangement for physical meeting or
appointment of proxy was made as the
Public:	meeting was held through VC/OAVM
No. of shareholders attended the Meeting		399
Video Conferencing:
Promoters and Promoter Group:		5
Public:		394