Tata Motors : Summary of Proceedings and Voting Results of the 76th Annual General Meeting ('AGM') of the Tata Motors Limited ("the Company") held on July 30, 2021

BSE Limited

First Floor, New Trading Ring

Rotunda Building, P J Towers

Dalal Street, Fort

Mumbai 400 001

Kind Attn.: Mr Khushro A. Bulsara

General Manager & Head - Listing

Compliance & Legal Regulatory

July 31, 2021

Sc - 16463

Dear Sirs,

National Stock Exchange of India Ltd. Exchange Plaza, 5th Floor

Plot No.C/ 1, G Block

Bandra-Kurla Complex

Bandra (East), Mumbai 400 051

Kind Attn: Mr Lokesh Bhandari Senior Manager

Listing & Compliance

Re: Summary of Proceedings and Voting Results of the 76th Annual General Meeting ('AGM') of the Tata Motors Limited ("the Company") held on July 30, 2021

In terms of the Ministry of Corporate Affairs ('MCA') General Circulars No. 14/ 2020 dated 8th April 2020, No. 17/ 2020 dated 13th April 2020, read with Circular No. 20/2020 dated 5th May, 2020 and 02/2021 dated 13th January, 2021 (together referred to as 'MCA Circulars') and the SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12th May, 2020 and SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated 15th January, 2021 (referred to as 'SEBI Circulars') and in compliance with other applicable provisions of the Companies Act, 2013 ('the Act') and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), the 76th Annual General Meeting ('AGM') of the Company was held on Friday, 30th July 2021 at 3.00 p.m. (IST) through two-way VC/OAVM to transact the business as stated in the Notice dated 23rd June 2021, convening the AGM. We would like to inform that all the items of business contained in the said AGM Notice were transacted and passed by the Members with requisite majority. The Company also facilitated the live webcast of the proceedings.

In this regard, please find enclosed the following:

1. Summary of the proceedings of the AGM of the Company as required under Regulation 30, Part A of Schedule III of the SEBI Listing Regulations- Annexure A.
2. Consolidated voting results of remote e-voting conducted prior to and during the AGM of the business transacted at the AGM, as required under Regulation 44(3) of the Listing Regulations -
   Annexure B.
3. The Scrutinizer's Report dated 30th July, 2021, pursuant to Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 - Annexure C.

The AGM concluded at 5:40 p.m. (IST).

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.

This is for your information and records.

Yours faithfully,

Tata Motors Limited

Vispi Patel

Deputy Company Secretary

Annexure A

Summary of proceedings of the 76th Annual General Meeting ('AGM/Meeting') of the

Company

The 76th Annual General Meeting ("AGM") of the Members of Tata Motors Limited ("the Company") was held on Friday, July 30, 2021 at 3:00 p.m. (IST) through two-way Video Conferencing ('VC')/Other Audio Visual Means ('OAVM'). The Company, while conducting the Meeting, adhered to the Ministry of Corporate Affairs (MCA) Circulars, Securities and Exchange Board of India (SEBI) Circulars, and other social distancing norms in view of the outbreak of COVID-19 pandemic.

Mr Hoshang K Sethna, 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 chaired the Meeting. The requisite quorum being present, the Chairman called the Meeting to order. The Chairman welcomed all the Directors and requested them to introduce themselves to the Members. He also introduced Directors and Senior Management present with him at the common venue. The respective Chairpersons of the Audit Committee of Directors, Stakeholders Relationship Committee and Nomination and Remuneration 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 during the year.

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

The details of authorized representations received from corporate shareholders were informed to the Members. Since there was no physical attendance of Members and in compliance with the Circulars issued by the 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 Auditors' Report for the year ended March 31, 2021 were taken as read. He informed 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 delivered his opening remarks covering the effect of COVID 19 pandemic on the Company's performance, summary on Company's performance in Fiscal 21 and its future positioning. This was followed by a presentation by Mr. P B Balaji, Group Chief Financial Officer on the Company's consolidated financials, operations and highlights, steps taken for recovering and growth and way forward.

At the request of the Chairman, the Company Secretary read out extracts from the Auditors' Report and management's response thereto as stated in the Board's Report.

The Company Secretary requested the Members who were present at the AGM but had not cast their votes prior through remote e-voting, to 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 the Scrutinizer appointed by the Board to scrutinize the remote e-voting process prior to the AGM and during the AGM in a fair and transparent manner.

In terms of the Notice dated June 23, 2021 convening the 76th AGM of the Company, the following items of business were transacted at the Meeting:

Item	Details of the Agenda items	Resolution
No.		required
1	To receive, consider and adopt the Audited Financial Statements of the	Ordinary
	Company for the financial year ended March 31, 2021 together with the Reports
	of the Board of Directors and the Auditors thereon.
2	To receive, consider and adopt the Audited Consolidated Financial Statements	Ordinary
	of the Company for the financial year ended March 31, 2021 together with the
	Report of the Auditors thereon.
3	To appoint a Director in place of Mr N Chandrasekaran (DIN: 00121863) who,	Ordinary
	retires by rotation and being eligible, offers himself for re-appointment.
4	To appoint Mr. Mitsuhiko Yamashita (DIN: 08871753) as a Director	Ordinary
5	To appoint Mr Thierry Bolloré (DIN: 08935293) as a Director	Ordinary
6	To appoint Mr Kosaraju V Chowdary (DIN: 08485334) as a Director and as an	Ordinary
	Independent Director
7	To re-appoint Mr Guenter Butschek (DIN: 07427375) as the Chief Executive	Special
	Officer and Managing Director and to approve payment of remuneration for the
	period February 15, 2021 to June 30, 2021
8	To appoint Mr Girish Wagh (DIN: 03119361) as a Director	Ordinary
9	To appoint Mr Girish Wagh (DIN: 03119361) as Executive Director and to	Special
	approve payment of remuneration
10	To approve remuneration to Non-Executive Directors (including Independent	Ordinary
	Directors)
11	To approve Tata Motors Limited Share-based Long Term Incentive Scheme	Special
	2021 and grant of stock options and / or performance share units to the Eligible
	Employees under the Scheme
12	To approve extending the Tata Motors Share-based Long Term Incentive	Special
	Scheme 2021 to eligible employees of certain subsidiary companies of the
	Company.
13	To appoint Brach Auditors	Ordinary
14	To ratify Cost Auditor's Remuneration	Ordinary

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 spoke, the Chairman responded to all their queries.

The Chairman thanked the Members for continuing support and for attending and participating the Meeting and requested the Members to continue 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 will 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 www.evoting.nsdl.comnot later than two working days from the conclusion of the Meeting.

The Meeting concluded at 5.40 p.m.

The Scrutinizer's Report was received after the conclusion of the Meeting on July 31, 2021 and as set out therein all the said resolutions were declared passed with the requisite majority.

Yours faithfully,

Tata Motors Limited

Vispi Patel

Deputy Company Secretary

Annexure B

76th Annual General Meeting Voting Results
Ordinary Shareholders	:	25,99,166
Total number of shareholders on cut-off date 'A' Ordinary Shareholders	:	2,89,675
(July 23, 2021)
Total:		28,88,841

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
Public:	proxy was made as the meeting was held through VC/OAVM
No. of shareholders attended the Meeting Video Conferencing:
Promoters and Promoter Group:	5
Public:	276

Tata Motors Limited - Ordinary Shares and 'A' Ordinary Shares

Resolution Required : (Ordinary)

Whether promoter/ promoter group are interested in the agenda/resolution?

1 - To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended March 31, 2021 together with the Reports of the Board of Directors and the Auditors thereon.

NO

Category

Promoter and Promoter Group

Public Institutions

Public Non Institutions

Total

Mode of
Voting		% of Votes Polled			% of Votes in
No. of	No. of votes	on outstanding	No. of Votes No. of Votes	favour on votes	% of Votes against
shares held	polled	shares	- in favour	-Against	polled	on votes polled
[1]	[2]	[3]={[2]/[1]}*100	[4]	[5]	[6]={[4]/[2]}*100	[7]={[5]/[2]}*100
E-Voting	1412373829	89.3971	1412373829	0	100.0000	0.0000
Poll	0	0.0000	0	0	0.0000	0.0000
1579887957
Postal Ballot	0	0.0000	0	0	0.0000	0.0000
Total	1412373829	89.3971	1412373829	0	100.0000	0.0000
E-Voting	1030596080	72.7687	1026973933	3622147	99.6485	0.3515
Poll	0	0.0000	0	0	0.0000	0.0000
1416262460
Postal Ballot	0	0.0000	0	0	0.0000	0.0000
Total	1030596080	72.7687	1026973933	3622147	99.6485	0.3515
E-Voting	83979729	10.0857	83962110	17619	99.9790	0.0210
Poll	0	0.0000	0	0	0.0000	0.0000
832660244
Postal Ballot	0	0.0000	0	0	0.0000	0.0000
Total	83979729	10.0857	83962110	17619	99.9790	0.0210
3828810661 2526949638	65.9983	2523309872	3639766	99.8560	0.1440