Tata Motors Finance Limited: Vinay - Lavannis@tmf - Co.in

PRIVATE AND CONFIDENTIAL (FOR ADDRESSEE
ONLY) (FOR PRIVATE CIRCULATION ONLY)
TATA MOTORS FINANCE LIMITED

(A Public Limited Company Incorporated under the Companies Act, 1956)
Corporate Identity Number: U45200MH1989PLC050444, PAN: AAECS0591F
Date of Incorporation: January 24, 1989/ Place of Incorporation: Mumbai, Maharashtra
NBFC registration No. N- 13.00217 dated July 13, 2017 issued in lieu of earlier certificate dated March
04, 1998 by the RBI
Registered Office: Sir H.C. Dinshaw Building, Office No. 14, 4th
Floor, 16 Horniman Circle, Fort, Mumbai-400 001.
Website: www.tmf.co.in
Corporate Office: Building A, Lodha I Think Techno Campus, 2nd Floor, Off. Pokharan Road
No.2, Thane (W)- 400607 Phone: (022) 61815400; Fax: (022) 61815700
Compliance Officer & Company Secretary: Mr.Vinay Lavannis, Phone: (022)

61815400 e-mail: Vinay.Lavannis@tmf.co.in
Chief Financial Officer: Ms. Ridhi Gangar, Phone: (022) 61815400, e-mail: Ridhi.Gangar@tmf.co.in
Promoter: TMF Holdings Limited, Phone: 022 6848 4900, e-mail: Vinay.Lavannis@tmf.co.in
Promoter: Tata Motors Finance Solutions Limited, Phone: (022) 61815400,
e-mail: Neeraj.Dwivedi@tmf.co.in
ISSUE BY TATA MOTORS FINANCE LIMITED (“Company” or “Issuer”) OF UPTO 100 PERPETUAL SUBORDINATED
UNSECURED LISTED NON CONVERTIBLE DEBENTURES (“Unsecured NCDs”) AS TIER I & TIER II CAPITAL (within the
eligible limits as prescribed by the RBI) OF A FACE VALUE OF RS. 1,00,00,000 EACH, AGGREGATING UP TO RS. 100
CRORES PLUS GREENSHOE OPTION OF UPTO 100 DEBENTURES AMOUNTING TO RS. 100 CRORES (“DEBENTURES”)
ON A PRIVATE PLACEMENT BASIS ( “Issue”) TO BE LISTED ON THE WHOLESALE DEBT MARKET SEGMENT OF THE
BSE LIMITED
Debenture Trustee: Registrars & Transfer Agents
TSR Darashaw Consultants Private Limited

6-10, Haji Moosa Patrawala Ind. Estate,
20, Dr. E. Moses Road, Mahalaxmi,
IDBI Trusteeship Services Limited Mumbai - 400 01
Ground Floor, Asian Building, 17, Tel: 022-6617 8532, Email:
R Kamani Rd, Ballard Estate, Fort, PSampat@tsrdarashaw.com
Mumbai, Maharashtra 400001 Fax:
Telephone Number: (91) (22) Website:
40807007 Email:
nikhil@idbitrustee.com Contact : Mr. Prakash Sampat
Contact Person: Mr. Nikhil Lohana SEBI REG.No. INR000004009
Credit Rating Agency:
CRISIL Limited
CRISIL House,
Central Avenue, Hiranandani Business Park
Powai, Mumbai – 400 076
Telephone Number: 022 33423000
Email: crisilratingdesk@crisil.com
Contact Person: Mr. Krishnan Sitaraman
1
Key Terms
Issue Details
(i) date of opening of the issue: December 02, 2021
(ii) date of closing of the issue: December 02, 2021
(iii)date of earliest closing of the issue, if any: [●]
(iv) pay in date: December 03, 2021
(V) deemed date of Allotment: December 03, 2021
The credit rating (cross reference of press release be CRISIL AA-/Stable
provided) The rating is not a recommendation to buy, sell or hold
securities and investors should take their own decisions. The
rating may be subject to revision or withdrawal at any time by
the assigning rating agency on the basis of new information
and each rating should be evaluated independently of any
other rating.
The letter dated [November 11, 2021] issued by CRISIL

Limited assigning the aforementioned rating is annexed
hereto
The press release for the rating is available at:

https://www.crisil.com/mnt/winshare/Ratings/RatingList/RatingDocs/TataMotorsFinanceLimited_May%2019,%202021_RR_270933.html
All the ratings obtained for the private placement The Issuer has obtained credit rating for the private
placement of the Debentures from CRISIL Limited as set out in
the preceding row
The name(s) of the stock exchanges where the The Debentures are proposed to be listed on the Wholesale
securities are proposed to be listed Debt Market (WDM) segment of BSE Limited
The details about eligible investors Only QIBs are allowed to invest in the NCDs
Coupon Rate 8.35 % pa
Coupon payment frequency Annually
Redemption Date Not applicable as the Debentures are perpetual
Redemption Amount Not applicable as the Debentures are perpetual
Debenture Trustee IDBI Trusteeship Services Limited
Details about Underwriting NA
Nature of Issue Private Placement
Issue Size Up to Rs. 100,00,00,000/- and a green shoe option of up to
Rs. 100,00,00,000/-
Base issue Up to Rs. 100,00,00,000/-
Green shoe option Yes, up to Rs. 100,00,00,000/-
The Debentures are proposed to be issued through the electronic book mechanism for issue of debt
securities on private placement basis in compliance with the EBP Guidelines and the SEBI (Issue and
Listing of Non-convertible Securities) Regulations, 2021. The Company intends to use the BSE-EBP
Platform of NSE for the issuance of the Debentures.
Eligible investors may apply through the electronic book mechanism provided by BSE in line with the
EBP Guidelines. The Disclosures required pursuant to the EBP Guidelines are set out below:
2
Details of size of the Issue including green PERPETUAL SUBORDINATED UNSECURED
shoe option, if any LISTED NON CONVERTIBLE DEBENTURES
(“Unsecured NCDs”) AS TIER I & TIER II CAPITAL
(within the eligible limits as prescribed by the
RBI) OF A FACE VALUE OF RS. 1,00,00,000 EACH,
AGGREGATING UP TO RS. 100 CRORES PLUS
GREENSHOE OPTION OF UPTO 100
DEBENTURES AMOUNTING TO RS. 100 CRORES
(“DEBENTURES”) ON A PRIVATE PLACEMENT
BASIS
Minimum Bid Lot 1 NCDs aggregating up to Rs. 1,00,00,000

(Rupees One Crore)
Manner of Bidding/ Mode of Bidding/ Open Bidding
Bidding Type
Manner of Allotment/ Allotment Type Uniform Yield
Manner of settlement Through National Securities Clearing
Corporation Limited
Settlement Cycle T+1, where T refers to the bid opening date
This Disclosure Document is dated December 02, 2021. Type of Disclosure Document: Information Memorandum for
private placement of Debentures
Note: This Disclosure Document is neither a prospectus nor a Statement in lieu of prospectus. It does not constitute an
offer or an invitation to the public to subscribe to the Debentures to be issued by Tata Motors Finance Limited. This
Disclosure Document is intended to form the basis of evaluation for potential investors to whom it is addressed and
who are willing and eligible to subscribe to these Debentures. The contents of this Disclosure Document are intended to
be used by the investors to whom it is distributed. It is not intended for distribution to any other person and should not
be
ISSUER’S ABSOLUTE RESPONSIBILITY

Tata Motors Finance Limited, having made all reasonable inquiries, accepts responsibility for and
confirms that this placement memorandum contains all information with regard to the issuer and
the issue which is material in the context of the issue, that the information contained in the
disclosure document is true and correct in all material aspects and isnot misleading, that the
opinions and intentions expressed herein are honestly stated and that there are no other facts,the
omission of which make this document as a whole or any of such information or the expression of
any such opinions or intentions misleading.”
RISKS IN RELATION TO TRADING OF SECURITIES

No assurance can be given regarding an active or sustained trading in the securities of the
Company/Issuer nor regarding the price at which the securities will be traded after listing.
3
GENERAL RISKS
“Investment in non-convertible securities involve a degree of risk and investors should not invest
any funds in such securities unless they can afford to take the risk attached to such investments.
Investors are advised to take an informed decision and to read the risk factors carefully before
investing in this offering. For taking an investment decision, investors must rely on their
examination of the issue including the risks involved in it. Specific attention of investors is invited to
statement of risk factors contained under Section IV of this disclosure document. These risks are
not, and are not intended to be, a complete list of all risks and considerations relevant to the non-
convertible securities or investor’s decision to purchase such securities.”
This Disclosure Document has not been submitted, cleared or approved by SEBI. It should be clearly
understood that the Company is solely responsible for the correctness, adequacy and disclosure of
all relevant information herein.
4
Table of Contents
(I) DEFINITIONS / ABBREVIATIONS...........................................................................................................6

(II) SUMMARY TERM SHEET.....................................................................................................................8
(III) GENERAL DISCLAIMER....................................................................................................................15
(IV) RISK FACTORS.................................................................................................................................19
(V) OVERVIEW OF THE COMPANY.........................................................................................................31
Business Model..................................................................................................................................33
Business verticals...............................................................................................................................33
(V) FINANCIAL INFORMATION...............................................................................................................52
(VII) BRIEF HISTORY, CAPITAL STRUCTURE, PURPOSE AND OBJECTS OF THE ISSUE..............................67
(VIII) DISCLOSURES ON EXISTING FINANCIAL INDEBTEDNESS...............................................................74
(IX) DISCLOSURES PERTAINING TO WILFUL DEFAULT............................................................................96
(X) OFFERING INFORMATION................................................................................................................97
(XI) OTHER INFORMATION & DISCLOSURES & COVENANTS...............................................................106
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(I) DEFINITIONS / ABBREVIATIONS
Issuer / Company/ TMFL Tata Motors Finance Limited , a public limited company incorporated
under the Companies Act, 1956 and is registered with RBI under
Section 45-IA of the RBI Act 1934, as a Systemically Important Non-
Deposit taking Non- Banking Finance Company (NBFC) classified as
NBFC – Investment and Credit Company (NBFC –ICC)
Arrangers Lead Arranger and /or any other Arranger associated with the
issuance,
if any.
Private Placement Private placement shall have the meaning assigned to such term in
section 42 of the Companies Act, 2013
Articles Articles of Association of Issuer
ALM Asset Liability Management
Board / Board of Directors The board of directors of the Issuer and includes any Committee Of
Board of Directors thereof
BSE BSE Limited
CAGR Compounded Annual Growth Rate
CAR Capital Adequacy Ratio
CARE Credit Analysis & Research
CDSL Central Depository Services (India) Limited
CRISIL Credit Rating and Information Services of India Ltd
Debentures/ NCDs Perpetual, Subordinated, Unsecured, Listed, Non-Convertible
Debentures in the nature of Tier I & Tier II Capital of the face value of
Rs.1,00,00,000/- each with a minimum subscription of Rs 1 crores
and
above
Disclosure Document / Offer This disclosure document through which the Debentures are being
Document offered for Private Placement
DP Depository Participant
EBP Guidelines The guidelines issued by SEBI with respect to electronic book
mechanism under the terms of Chapter VI of the SEBI circular dated
August 10, 2021 and the operational guidelines issued by the
Electronic Book Provider, as may be amended, modified or
supplemented from
time to time..
Electronic Book Provider/ EBP BSE Limited
EMI Equated Monthly Installments
FY Financial Year
ICRA Information and Credit Rating Agency
IPO Initial Public Offering
I.T. Act The Income Tax Act, 1961 (as amended from time to time)
MCA Ministry of Corporate Affairs, Government of India
MOA / AOA Memorandum of Association and Articles of Association of Issuer
NAV Net Asset Value
NBFC A Non-Banking Financial Company (NBFC) means an NBFC as defined
in Section 45 I (f) read with Section 45 I (c) of the RBI Act, 1934.
NBFC Master Directions Shall mean the master direction dated September 01, 2016 bearing
reference number DNBR. PD. 008/03.10.119/2016-17, as the same has
been amended from time to time
NPA Non-Performing Assets
6
NSDL National Securities Depository Limited
7
Promoter TMF Holdings Limited and Tata Motors Finance Solutions Limited
RBI The Reserve Bank of India
Rs./ INR/ Rupees/ The lawful currency of the Republic of India.
ROC The Registrar of Companies
RTGS Real Time Gross Settlement System
SEBI Securities and Exchange Board of India constituted under the
Securities and Exchange Board of India Act, 1992 (as amended from
time to time)
The Act shall mean the Companies Act, 2013 and any modifications or re-
enactments thereof
Trustees IDBI Trusteeship Services Limited
WDM Wholesale Debt Market
“We”, “us” and “our” Unless the context otherwise requires, the Company and its
subsidiaries
Working Day(s) All days on which commercial banks in Mumbai, are open for
business;
Explanation: For the purpose of this definition, in respect of –
(i) issue period: working day shall mean all days, excluding
Saturdays, Sundays and public holidays, on which commercial banks
in and Mumbai are open for business;
(ii) the time period between the issue closing date and the listing of
the Debentures on the stock exchanges: working day shall mean all
trading days of the stock exchanges for Debentures, excluding
Saturdays, Sundays and bank holidays, as specified by SEBI.
8
(II) SUMMARY TERM SHEET
Issue of 100 Perpetual Subordinated, Listed, Unsecured, Rated, Non-Convertible Debentures on private
placement basis which shall be taken into account for calculation of Tier I and/or Tier II Capital (within the
limits as prescribed by RBI) of Face Value of Rs. 1,00,00,000 Each, for cash at par aggregating Rs. 100 Crores
(with a minimum subscription of Rs. 1,00,00,000 per investor) plus green shoe option of 100 Debentures
aggregating to Rs. 100 Crores. (“Debentures”/”NCDs”)
Issuer Tata Motors Finance Limited (the “Company”/ the “Issuer”)

Security Name 8.35 % TMFL Perpetual ‘B’ FY 2021-22
Type of Perpetual, Subordinated, Listed, Unsecured, Rated Non-Convertible Debentures which shall be
Instrument taken into account for calculation of Tier I and/or Tier II Capital (within the limits as prescribed
by RBI)
Nature of Unsecured
Instrument
Seniority Subordinated
The claims of the holders of the Debentures shall be:
(a) Superior to the claims of the holders of the equity shares issued by the Issuer; and
(b) Subordinated to the claims of all other creditors of the Issuer
Mode of Issue Private placement
Eligible Only QIBs can invest in the NCDs
Investors
Arrangers A.K. Capital Services Ltd
Listing The Debentures shall be listed on the wholesale debt market (“WDM”) Segment of the BSE
(including Limited (“BSE”) within 4 Working Days from the Issue Closing Date.
name of stock
Exchange(s) In the event of any delay in listing of the Debentures beyond 4 (Four) Working Days from the
where it will be Issue Closing Date, the Issuer will pay to the investors penal interest at 1% p.a. (One percent per
listed and annum) from the Deemed Date of Allotment till the listing of the Debentures.
timeline for
listing)
Rating of the CRISIL A/Stable
Instrument
Issue Size Rs. 100,00,00,000/- (Rupees One Hundred Crores only)
Minimum 1 NCD aggregating up to Rs. 1,00,00,000 (Rupees One Crore)
Subscription
Option to
retain
Yes, up to Rs. 100,00,00,000/- (Rupees One Hundred Crores only)
oversubscriptio
n (Amount )
Objects of the The funds raised through this Issue, after meeting the expenditure of and related to the Issue,
Issue/ Purpose will be used for the issuer’s various financing activities, to repay the issuer’s existing borrowings
for which there and its business operations including for its capital expenditure and working capital
is requirement requirements.
of funds
The Issuer has broadly earmarked the following percentage of the issue proceeds for each of the
objects of the Issue:
9
(a) For expenditure of and related to the Issue: [NIL]%;
(b) For financing activities of the Issuer: [100]%
(c) For repaying the Issuer’s existing borrowings: [100]%
(d) For Issuer’s business operations including for its capital expenditure and working capital
requirements: [NIL]%
The above mentioned earmarking of the Issue proceeds for each of the objects of the issue is
indicative and based on estimates and the Issuer reserves the right to change the percentage of
the issue proceeds utilized for each of the aforesaid objects.
in case the NA
issuer is a NBFC
and the objects
of the issue
entail loan to
any entity who
is a
‘group
company’ then
disclosures
shall be made
in the following
format:
Details of the As set out in the row titled ‘Objects of the Issue/ Purpose for which there is requirement of
utilization of funds’ above
the Proceeds
Coupon Rate 8.35 % p.a payable annually
Lock-In Clause Notwithstanding anything to the contrary contained herein and without prejudice to the Issuer’s
right under the row titled ‘Discretion’ below herein:
a) The Issuer shall not be liable to pay Coupon and shall be entitled to 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 Issuer’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.
The Parties agree and acknowledge that invocation of the lock-in clause by the Issuer shall not
be construed as a default committed by the Issuer and shall not result in the occurrence of an
‘Event of Default’ (by whatsoever name called) in respect of the Debentures.
Discretion Notwithstanding anything to the contrary contained herein, making the payment of any Coupon
may be cancelled or suspended at the discretion of the board of directors of the Issuer.
1
The Parties agree and acknowledge that the non-payment of Coupon as a result of exercise by
the board of directors of its discretion as set out hereunder shall not be construed as a default
committed by the Issuer and shall not result in the occurrence of an ‘Event of Default’ (by
whatsoever name called) in respect of the Debentures.
Step Up The Debentures are issued with only the following step-up option which may be exercised only
Coupon Rate once during the whole life of the Debentures.
Step-up Option
In the event that the Call Option has not been exercised by the Issuer, on or prior to date falling
at the expiry of 10 (Ten) years from the Deemed Date of Allotment, the Coupon Rate applicable
to the Debentures shall be automatically increased by 100 basis points (One Hundred basis
points) (“Step-up”), which Step-up shall be applicable to the Debentures from the date
immediately succeeding the date falling at the expiry of 10 (Ten) years from the Deemed Date of
Allotment.
Coupon Annually
Payment
Frequency
Coupon The date falling at the expiry of 12 (Twelve) months from the Deemed Date of Allotment and
payment dates every annual anniversary thereafter provided that on the exercise of the Call Option, the last
Coupon
Payment Date shall be the Call Option Date.
Coupon Type Fixed (subject to the one-time Step-up option set out in the clause titled “Step Up Coupon Rate”)
Coupon Reset
Process
(including
rates, spread,
As set out in the row titled “Step Up Coupon Rate”
effective date,
interest rate
cap and floor
etc).
Day Count Actual/ Actual
Basis
Interest on At Coupon Rate from the date of realization of funds till one day prior to Deemed Date of
Application Allotment. The interest on application money will be paid within one month from the Deemed
Money Date of Allotment.
Default Interest In case of default in payment of Interest and/or principal redemption on the due dates,
Rate additional interest of 2% p.a. over the Coupon Rate will be payable by the Company for the
defaulting period.
Tenor Perpetual
Redemption Not applicable as the NCDs are perpetual
Date
Issue Price per Rs. 1,00,00,000/- per NCD
NCD
No Of NCDs 100 NCDs plus green shoe option of upto 100 NCDs
Redemption NA
Amount
Redemption NA
Premium
Discount at NA
which security
1
1
is issued and
the effective
yield as a result
of such
discount.
Put Date NA
Put Price NA
Call Date Call Option may be exercised by the Issuer as set out hereunder on the date falling at the expiry
of 10 years from the Deemed Date of Allotment and the last date of every month thereafter
(each at a “Call Option Dates”).
Upon the receipt of the approval of the RBI (to the extent required under the NBFC Master
Directions at the relevant time), the Issuer shall have the right, but not the obligation to redeem
the Debentures on any Call Option Date by providing a notice in writing to the Debenture
Trustee intimating it of the exercise of the Call Option at least 15 (Fifteen) calendar days prior to
the relevant Call Option Date.
Call Price Shall mean the aggregate of the principal amount of the Debentures and accrued Coupon, if any,
for the period commencing from the immediately preceding Coupon Payment Date.
Put Notification NA
Time
Call As per the row titled ‘Call Date’ above
Notification
Time
Face Value Rs. 1,00,00,000/-
Minimum Minimum subscription of 1 NCD of Rs. 1,00,00,000 (Rupees One Crores each) each aggregating
Application to Rs 1 crore and in multiples of Rs. 1 crore thereafter
Bidding Timing
1.Bid Opening December 02, 2021 at 11.00 am
Date
2.Bid Closing December 02, 2021 at 1.00 pm
Date
Issue Timing
1.Issue December 02, 2021 at 11.00 am
Opening Date
2.Issue Closing December 02, 2021 at 1.00 pm
Date
3.Pay-in Date December 03, 2021
4.Deemed Date December 03, 2021
of Allotment
Issuance mode Demat only (for private placement)
of the
Instrument
Trading mode Demat only (for private placement)
of the
Instrument
Settlement
mode of the Payment to the Debenture Holders will be made by way of direct credit through National
Instrument Electronic Clearing Service (NECS), Real Time Gross Settlement (RTGS) or National Electronic
Funds Transfer (NEFT) and where such facilities are not available the Company shall make
payment of all such amounts by way of cheque(s)/demand draft(s)/interest warrant(s), which
will be dispatched to the debenture holder(s) by registered post/ speed post/ courier or hand
1
delivery
Record Date The record date for the Debentures shall be 15 (Fifteen) calendar days prior to each due date.
All covenants The covenants of the Issue are set out herein and in the Debenture Trust Deed dated May 31,
of the issue 2021 and Amendment Agreement to DTD dated November 26, 2021 executed by and between
(including side the Company and the Debenture Trustee (“Debenture Trust Deed”) which we have duly filed
letters, with the stock exchanges in terms of SEBI guidelines and notifications and may be accessed on
accelerated their website.
payment
clause, etc.)
Depository Both NSDL and CDSL
Business Day In case the date for performance of any event or any Coupon Payment Date falls on a Sunday or
Convention a holiday, the payment to be made on such date or the due date for such performance of the
event shall be made on the next Working Day, except where the due date for redemption of
Debentures falls on a day which is a Sunday or a holiday, in which case all payments to be made
on the due date for redemption of Debentures (including accrued Coupon) shall be made on the
immediately preceding Working Day
If any Call Option date falls on a day which is not a Working Day, the relevant monies payable
on such date shall be made one Working Day prior to the relevant Call Option Date
Description
regarding
Security (where
applicable)
including type
of security
(movable/imm
ovable/tangible
etc.), type of
charge (pledge/
hypothecation/
mortgage etc.),
date of
creation of
Not applicable as the Debentures, being perpetual debt instruments are by their very nature
security/ likely
unsecured
date of
creation of
security,
minimum
security cover,
revaluation,
replacement of
security,
interest to the
debenture
holder over
and above the
coupon rate as
specified in the
1
Trust Deed and
disclosed in the
Offer
Document /
Information
Memorandum.
Security Cover NA
Events of As per the Debenture Trust Deed, in particular the Events of Default are set out in Clause 13.1
Default and the consequences of Event of Default are set out in Clause 13.2 of the Debenture Trust
(including Deed. As specified in Clause 13.2 of the Debenture Trust Deed even on the occurrence of an
manner of Event of Default an acceleration will require the prior consent of the Reserve Bank of India
voting considering that the Debentures are in the nature of perpetual debt instruments. The provisions
/conditions of dealing with the meeting of Debenture Holders are set out in Schedule II to the Debenture Trust
joining Inter Deed.
Creditor
Agreement) The conditions of joining Inter Creditor shall be as per the relevant directions of SEBI including
the SEBI circular dated October 13, 2020 bearing number
SEBI/HO/MIRSD/CRADT/CIR/P/2020/203
Creation of The Issuer shall, create a recovery expense fund in the manner and within the timelines
recovery specified by SEBI.
expense fund
Conditions for As set out in the Debenture Trust Deed.
breach of
covenants (as
specified in
Debenture
Trust Deed)
Transaction This Disclosure Document
Documents Debenture Trust Deed dated May 31, 2021 and Amendatory Agreement to DTD dated
November 26, 2021
Debenture Trustee Agreement dated May 31, 2021 and Amendatory Agreement to DTA dated
November 26, 2021
PAS – 4 in the form prescribed under the Companies Act, 2013.
Conditions NA
Precedent to
Disbursement
Condition NA
Subsequent to
Disbursement
Provisions NA
related to
Cross Default
Clause
Governing Law The Debentures will be governed by the laws of India and the courts of Mumbai shall have the
and Jurisdiction non-exclusive jurisdiction to deal with any disputes or matters arising pursuant to the
Transaction Documents.
Role and As Per Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993 and the
Responsibilities Debenture Trust Deed dated May 31, 2021 and Amendment Agreement to DTD dated
of Debenture November 26, 2021
Trustee
The Company will not be issuing any Debentures under this disclosure document which is having tenor of less than
one year. The Company reserves the right to further issue debentures under aforesaid series / ISIN.
1
1
III. CASH FLOW
Annexure- A
Particulars
Company Tata Motors Finance Limited
Series Name TMFL Perpetual ‘B’ FY 2021-22
Face Value
1,00,00,000
(per security) (Rs. )
Date of Allotment December 03, 2021
Redemption Not applicable as the Debentures are perpetual
Yield/Coupon 8.35 % p.a.
Cash flows concerning interest payment and redemption of debt securities issued vide this disclosure
document:
Cashflow – TMFL Perpetual ‘B’ FY 2021-22
Cash flows concerning interest payment and redemption of debt securities issued vide this disclosure
document:
No. of Amount Per NCD

Date Total Amount (Rs.) Cashflows
days (Rs.)
December 3, 2021 365 (1,00,00,000) (2,000,000,000) Principle inflow
Outflow Towards
December 3, 2022 365 835,000 167,000,000 Interest
Outflow Towards
Outflow Towards
Outflow Towards
Outflow Towards
Outflow Towards
Outflow Towards
Outflow Towards
Outflow Towards
Interest + principal -
December 3, 2031 365 10,835,000 2,167,000,000 If call is exercised
Note - Interest at 9.35 %, every year from 10th year if call is not exercised.
1
(IV) GENERAL DISCLAIMER
This Disclosure Document (“Offer Document”) is neither a prospectus nor a statement in lieu of
prospectus and does not constitute an offer to the public to subscribe for or otherwise acquire the
Subordinated Unsecured Non-Convertible Perpetual Debentures as Tier I & Tier II of face value of Rs.
1,00,00,000/- each (NCDs) issued the Company.
The private placement offer is made only to such persons whose names are recorded by the
Company prior to the invitation to subscribe.
The issue of Debentures is being made strictly on a private placement basis. As per the latest RBI
Master Direction No. DNBR. PD. 008/03.10.119/2016-17 dated September 01, 2016 as amended
from time to time, there is no limit on the number of subscribers in respect of issuances with a
minimum subscription of Rs. 1 crore and above for raising money through Private Placement of
Non-Convertible Debentures (NCDs) by NBFCs. No invitation is being made to any persons, other
than to those to whom application forms along with this Offer Document has been sent. Any
application by a person to whom the Offer Document and application form have not been sent by
the Company or Arranger, if any, shall be rejected without assigning any reason. The person who
is in receipt of this Offer Document shall maintain utmost confidentiality regarding the contents
of this Offer Document and shall not reproduce or distribute in whole or in part or make any
announcement in public or to a third party regarding the contents without the consent of the
Issuer
This Offer Document is issued by the Company. The views contained in this Offer Document do not
necessarily reflect the views of its directors, employees, affiliates, subsidiaries or representatives and
should not be taken as such. The Offer Document has been prepared by the Company to provide
general information on the Company and does not purport to contain all the information a potential
investor may require. Where this Offer Document summarizes the provisions of any other document,
that summary should not be relied upon and the relevant document should be referred to for the full
effect of the provisions.
The information relating to the Company contained in Offer Document is believed by the Company
to be accurate in all material respects as of the date hereof.
The Offer Document shall not be considered as a recommendation to purchase the NCDs and
recipients are urged to determine, investigate and evaluate for themselves, the authenticity, origin,
validity, accuracy, completeness, adequacy or otherwise the relevance of information contained in
this Offer Document. The recipients are required to make their own independent valuation and
judgment of the Company and the NCDs. It is the responsibility of potential investors to also ensure
that they will sell these NCDs in strict accordance with this Offer Document and other applicable laws,
so that the sale does not constitute an offer to the public, within the meaning of the Companies Act
2013. The potential investors should also consult their own tax advisors on the tax implications
relating to acquisition, ownership, sale or redemption of NCDs and in respect of income arising
thereon. Investors are also required to make their own assessment regarding their eligibility for
making investment(s) in the NCDs of the Company. The Company or any of its directors, employees,
advisors, affiliates; subsidiaries or representatives do not accept any responsibility and/ or liability for
any loss or damage however arising and of whatever nature and extent in connection with the said
information.
Neither the Arranger, if any, nor any of their respective affiliates or subsidiaries have
independently verified the information set out in this Offer Document or any other information
(written or oral) transmitted or made to any prospective investor in the course of its evaluation of the
1
Issuer.
The Arranger, if any, makes no representation or warranty, express or implied, as to the accuracy or
completeness of the Offer Document, and the Arranger, if any, does not accept any responsibility for
the legality, validity, effectiveness, adequacy or enforceability of any documentation executed or
which may be executed in relation to this offer. The Arranger is not required to file this Offer
Document with SEBI/ROC/RBI as it is strictly on private placement basis to the prospective Investor to
whom it is distributed and not an offer to the general public.
The contents of this Offer Document are intended to be used only by those investors to whom it is
distributed. It is not intended for distribution to any other person and should not be reproduced by
the recipient.
Each person receiving and acting on this Offer Document acknowledges that:
 such person has been afforded an opportunity to request and to review and has received all
additional information considered by him/her/it to be necessary to verify the accuracy of or to
supplement the information herein and
 has not relied on any intermediary that may be associated with any tranche or issuance of NCDs in
connection with its investigation of the accuracy of such information or its investment decision.
The Issuer does not undertake to update the Offer Document to reflect subsequent events after the
date of the Offer Document and thus it should not be relied upon with respect to such subsequent
events without first confirming its accuracy with the Issuer. Neither the delivery of this Offer
Document nor any sale of NCDs made hereunder shall, under any circumstances, constitute a
representation or create any implication that there has been no change in the affairs of the Issuer
since the date hereof.
The Offer Document is made available to investors in the Issue on the strict understanding that it is
confidential.
Disclaimer Clause of the Company
The Company has certified that the disclosures made in this Disclosure Document are adequate
and in conformity with Section 42 of the Act and the Companies (Prospectus and Allotment of
Securities) Rules, 2014, in force for the time being. The Company accepts no responsibility for
statements made otherwise than in the Disclosure Document or any other material issued by or
at the instance of the Company and that anyone placing reliance on any other source of
information would be doing so at their own risk.
DISCLAIMER IN RESPECT OF JURISDICTION
Issue of these NCDs have been/will be made in India to investors as specified under clause “Who
Can Apply”, on page number 97 of this Disclosure Document, who have been/shall be specifically
approached by the Company. This Disclosure Document is not to be construed or constituted as
an offer to sell or an invitation to subscribe to NCDs offered hereby to any person to whom it is
not specifically addressed. Any disputes arising out of this Issue will be subject to the jurisdiction
of the courts and tribunals at Mumbai. This Information Memorandum does not constitute an
1
offer to
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sell or an invitation to subscribe to the NCDs herein, in any other jurisdiction to any person to
whom it is unlawful to make an offer or invitation in such jurisdiction.
Force Majeure
The Company reserves the right to withdraw the offer prior to the earliest closing date in the event
of any unforeseen development adversely affecting the economic and regulatory environment or
otherwise. In such an event, the Company will refund the application money, if any, along with
interest payable on such application money, if any, without assigning any reason.
Disclaimer of the Debenture Trustee
The Debenture Trustee does not guarantee the terms of payment regarding the Issue as stated in this
Disclosure Document and shall not be held liable for any default in the same. Neither the Debenture
Trustee nor any of its affiliates / representatives make any representations or assume any
responsibility for the accuracy of the information given in this Disclosure Document.
The Debenture Trustee ipso facto does not have the obligations of a borrower or a principal debtor or
a guarantor as to the monies paid/invested by the subscribers to the Debentures
RBI Disclaimer Clause
The company is having a valid Certificate of Registration dated July 13, 2017 issued by the Reserve
Bank of India under section 45 IA of the Reserve Bank of India Act, 1934. However the RBI does not
accept any responsibility or guarantee about the present position as to the financial soundness of the
company or for the correctness of any of the statements or representations made or opinions
expressed by the company and for repayment of deposits / discharge of liabilities by the company.
Stock Exchange Disclaimer Clause
It is to be distinctly understood that submission of the Disclosure Document /Offer Document to the
NSE should not in any way be deemed or construed to mean that the Disclosure Document/Offer
Document has been cleared or approved by NSE; nor does it in any manner warrant, certify or endorse
the correctness or completeness of any of the contents of this Disclosure Document/ Offer Document,
nor does it warrant that this Issuer's securities will be listed or will continue to be listed on the NSE;
nor does it take any responsibility for the financial or other soundness of the Issuer, its promoters, its
management or any scheme or project of the Issuer.
This Offer Document is to facilitate investors to take an informed decision for making investment in
the proposed Issue.
Issue of NCDs in Dematerialized Form
The NCDs will be issued in dematerialized form. The Issuer has made arrangements with the
Depositories for the issue of the NCDs in dematerialized form. The investor will have to hold the
NCDs in dematerialized form as per the provisions of Depositories Act, 1996, the rules thereunder
as notified by the Depositories from time to time and the guidelines and the regulations issued by the
2
Depositories, from time to time. The Issuer shall take necessary steps to credit the NCDs allotted to
the beneficiary account maintained by the investor with its depositary participant. The Issuer will
make the Allotment to Investors on the Allotment Date after verification of the Application Form,
the accompanying documents and on realisation of the application money.
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(V) RISK FACTORS
(A) Forward Looking Statements:
This Disclosure Document/Offer Document contains certain “forward-looking statements”. These

forward looking statements generally can be identified by words or phrases such as “aim”,
“anticipate”, “believe”, “expect”, “estimate”, “intend”, “objective”, “plan”, “shall”, “will”, “will
continue”, “will pursue”, “would”, “will likely result”, “is likely”, “expected to”, “will achieve”,
“contemplate”, “seek to”, “target”, “propose to”, “future”, “goal”, “project”, “should”, “can”, “could”,
“may”, “in management’s judgment” or other words or phrases of similar import or variations of such
expressions. Similarly, statements that describe our strategies, objectives, plans or goals are also
forward-looking statements.
All forward looking statements are subject to risks, uncertainties and assumptions about us that could
cause actual results to differ materially from those contemplated by the relevant forward-looking
statement. Important factors that could cause actual results to differ materially from our expectations
include, among others:
 General economic and business conditions in India and abroad;

 Our ability to successfully implement our strategy, our growth and expansion plans and
technological changes;
 Our ability to compete effectively and access funds at competitive cost;
 Changes in the value of Rupee and other currency changes;
 Unanticipated turbulence in interest rates, equity prices or other rates or prices; the
performance of the financial and capital markets in India and globally;
 Availability of funds and willingness of our lenders to lend;
 Changes in political conditions in India;
 The rate of growth of our loan assets in the new business lines and level of NPAs in our portfolio;
 The outcome of any legal or regulatory proceedings we are or may become a party to;
 Our ability to retain our management team and skilled personnel;
 Changes in Indian and foreign laws and regulations, including tax, accounting, banking,
securities, investments and loans, foreign exchange, insurance and other regulations; changes in
competition and the pricing environment in India; and regional or general changes in asset
valuations; and
 Changes in laws and regulations that apply to NBFCs in India, including laws that impact our
lending rates and our ability to enforce our collateral.
By their nature, certain market risk disclosures are only estimates and could be materially
different from what actually occurs in the future. As a result, actual future gains or losses could
materially differ from those that have been estimated. Neither The Company, not its Directors
and Officers nor any of their respective affiliates have any obligation to update or otherwise
revise any statements reflecting circumstances arising after the date hereof or to reflect the
occurrence of underlying events, even if the underlying assumptions do not come to fruition. For
further discussion of factors that could cause our actual results to differ, see the section titled
“Risk Factors”
(B) Use of Market Data
2
Unless stated otherwise, macroeconomic and industry data used throughout this Offer Document has
been obtained from publications prepared by providers of industry information, government sources
and multilateral institutions. Such publications generally state that the information contained therein
has been obtained from sources believed to be reliable but that their accuracy and completeness are
not guaranteed and their reliability cannot be assured. Although the Issuer believes that industry data
used in this Disclosure Document/Offer Document is reliable, but it has not been independently
verified.
(C) RISK FACTORS
The following are the risks envisaged by the management, and Investors should consider the following
risk factors carefully for evaluating The Company and its business before making any investment
decision. Unless the context requires otherwise, the risk factors described below apply to Tata Motors
Finance Limited only. The risks have been quantified wherever possible. If any one of the following
stated risks actually occurs, the Company’s business, financial conditions and results of operations
could suffer and therefore the value of the Company’s debt securities could decline.
Note: Unless specified or quantified in the relevant risk factors, the Company is not in a position to
quantify the financial or other implications of any risk mentioned herein below:
A. INTERNAL RISK
FACTORS Delinquency Risk
1. As an NBFC, one of the most important risks affecting the profitability of the Company is the
risk of non-payment by its borrowers and other counterparties.
The Company’s gross receivables as on September 30, 2021 are Rs. 29,43,309 Lakhs. The size of
Issuer’s/Company’s loan assets is expected to continue to increase in the future as the Company
expands its business in India and offers new products. Since most of the Company’s borrowers are
individuals and small and medium size companies, the Company’s credit risk could be higher due
to their potential inability to adapt to changes in the economic and industrial scenario and global
technological changes as also changes in the Indian regulatory and political environment. This may
lead to an increase in the number and value of the Company’s NPAs.
The Company is exposed to the risk that third parties which owe us money, securities or other
assets may not perform their obligations. These parties may default on their obligations to us due
to various reasons including bankruptcy, lack of liquidity, operational failure, and other reasons.
Further, any delay in enforcing the collateral due to delays in enforcement proceedings before
Indian courts or otherwise could expose our Company to potential losses.
A nationwide credit bureau has only recently been established in India. This may affect the quality
of information available to the Company about the credit history of the Company’s new
borrowers. In deciding whether to extend credit to or enter into transactions with customers and
counter parties, the Company relies largely on information furnished by or on behalf of its
customers, including financial information, based on which the Company performs its credit
assessment. The Company may also depend on certain representations and undertakings as to the
accuracy, correctness and completeness of information, and the verification of the same by
agencies to which such functions are outsourced. Any such information, if materially misleading
may increase the risk of default. The Company’s financial condition and results of operations could
be negatively affected by relying on information that may not be true or may be materially
misleading.
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Although the Company regularly reviews credit exposures to clients and counterparties and to
industries and geographical regions that the Company believes may present credit concerns,
defaults may arise from events or circumstances that are difficult to detect or foresee.
2. Our inability to control the number and value of NPAs in our portfolio could adversely affect
our business and results of operations.
The Company’s net non-performing assets were Rs. 20,18,07 Lakhs representing 7.03 % of the
value of our net receivables as on September 30, 2021. It may be difficult for the Company to
control or reduce the number and value of NPAs of its portfolio due to adverse global and
domestic economic conditions and a prolonged recession period. The Company may not be able to
improve its collections and recoveries in relation to its existing NPAs. The Company’s inability to
control or reduce the number and value of its NPAs may lead to deterioration of the quality of its
loan portfolio and may severely impact its business.
The Company has made provisions of Rs. 726,47 lakh towards its gross NPAs as on September 30,
2021. Though the Company’s total provisioning against the NPAs at present may be adequate to
cover all the identified losses in our loan portfolio, there may not be any assurance that in future,
the provisioning though compliant with regulatory requirements will be sufficient to cover all
anticipated losses. Further, the Company may not be able to meet its recovery targets set for the
particular financial year due to the economic slowdown and intense competition witnessed at
both global and domestic levels. In such circumstances, there could be an increase in the number
and value of our NPAs which can impact the Company.
3. The Company may be exposed to the potential loss of less recovery of value of collaterals due
to delays in their enforcement on defaults by the its borrowers and also due to market
conditions
The Company’s total gross receivables as on September 30, 2021 are Rs. 29,43,309 Lakhs. The
value of collaterals wherever applicable may decline due to adverse market conditions. Delays in
bankruptcy and foreclosure proceedings, defects in title, documentation of collateral and the
necessity of obtaining regulatory approvals for the enforcement of such collaterals may affect the
valuation of the collateral and the Company may not be able to recover the estimated value of the
collateral, thus exposing the Company to potential losses.
4. System failures, infrastructure bottlenecks and security breaches in computer systems may
adversely affect our business.
The Company’s businesses is highly dependent on its ability to process, on a daily basis, a large
number of increasingly complex transactions. The Company’s financial, accounting or other data
processing systems may fail to operate adequately or become disabled as a result of events that
are wholly or partially beyond its control, including a disruption of electrical or communications
services. If any of these systems do not operate properly or are disabled or if there are other
shortcomings or failures in the Company’s internal processes or systems, it could affect its
operations or result in financial loss, disruption in businesses, regulatory intervention or damage
to the Company’s reputation. In addition, the Company’s ability to conduct business may be
adversely impacted by a disruption in the infrastructure that supports its businesses and the
localities in which the Company is located.
The Company’s operations also rely on the secure processing, storage and transmission of
confidential and other information in its computer systems and networks. The Company’s
computer
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systems, software and networks may be vulnerable to unauthorized access, computer viruses or
other malicious code and other events that could compromise data integrity and security.
5. The Company’s lending activities are vulnerable to interest rate risks, market risks and asset
liability mismatch risks which may have great impact on its financial performance.
Interest income forms a substantial part of the total income of the Company. The Company
extends loans at fixed interest rates. The Company’s borrowings are a mix of fixed and floating
rates. A mismatch between assets and liabilities may cause gross spreads to decline and adversely
affect the Company’s profitability and liquidity conditions. The Company endeavors to match
interest rate positions to minimize interest rate risk and avoid liquidity risks but may not be able to
do so.
Operations of the Company are susceptible to interest rate movements. Interest rates are highly
sensitive to many factors which are beyond our control, including the monetary policies of the RBI,
de-regulation of the financial sector in India, domestic and international economic and political
conditions, inflation and other factors.
6. The Company faces asset-liability mismatches in the short term, which could affect its liquidity
position. A portion of the Company’s funding requirement is through short-term funding
sources and in the event lenders decide to withdraw the existing or committed credit facilities
or do not roll over the existing credit facilities, the Company’s business could be adversely
affected.
The difference between the value of assets and liabilities maturing, in any time period category
provides the measure to which we are exposed to the liquidity risk. As is typical for several NBFCs,
a portion of our funding requirements is met through short-term funding sources, i.e. bank loans,
working capital demand loans, cash credit, short term loans and commercial papers. However, a
large portion of our assets have medium or long-term maturities. In the event that the existing and
committed credit facilities are withdrawn or are not available to the Company, funding
mismatches may be created and it could have a very adverse effect on business and future
financial performance of the Company.
7. The Company’s indebtedness and restrictive covenants imposed by its financing agreements,
debenture trust deeds could restrict ability to conduct business and operations.
Should the Company breach any financial or other covenants contained in any of its financing
agreements, debenture trust deeds, the Company may be required to immediately repay its
borrowings either in whole or in part, together with any related costs. Under the terms of some of
the loan agreements, the Company is required to obtain the prior written consent of the
concerned lender prior to the Company entering into any scheme of expansion, merger,
amalgamation, compromise or reconstruction or selling, leasing, transferring all or a substantial
portion of its loan receivables/ current assets; making any change in ownership or control or
constitution of the Company, or in the shareholding or management or majority of directors, or in
the nature of business of the Company; or making amendments in the Company’s Memorandum
and Articles of Association wherever applicable. This may restrict/ delay some of the actions /
initiatives that the Company may like to take from time to time.
8. The Company may not get the benefits of being a Tata group company in case of any change of
control.
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In case of any change of control due to any event such as transfer of shares by the Company’s
Promoter, preferential allotment to any investor, our ability to leverage the “Tata” brand may get
affected and the benefits of being a Tata group company including leveraging of business from
other Tata companies may become unavailable to the Company and consequently, could adversely
impact its business operations and profitability.
9. The Company is exposed to various operational risks including the risk of fraud and other
misconduct by employees or outsiders.
Like other financial intermediaries, the Company is also exposed to various operational risks which
include the risk of fraud or misconduct by its employees or even an outsider, unauthorized
transactions by employees or third parties, misreporting and non-compliance of various statutory
and legal requirements and operational errors. It may not be always possible to deter employees
from the misconduct or the precautions that the Company take to detect and prevent these
activities may not be effective in all cases. Any such instances of employee’s misconduct or fraud,
or improper disclosure of confidential information, could result in regulatory and legal proceedings
and may harm reputation and also operations of the Company.
10. The Company may not be able to attract or retain talented professionals required for our
business.
The complexity of the Company’s business operations requires highly skilled and experienced
manpower. Such highly skilled personnel give a competitive edge the Company. Further the
successful implementation of the Company’s growth plans would largely depend on the
availability of such skilled manpower and its ability to attract such qualified manpower. The
Company may lose many business opportunities and its business would suffer if such required
manpower is not available on time. Though we have appropriate human resources policies in
place, the Company may face the risk of losing its key management personnel due to reasons
beyond its control and it may not be able to replace them in a satisfactory and timely manner
which may adversely affect its business and its future financial performance.
11. The Company may not be able to access funds at competitive rates and higher cost of
borrowings could have significant impact on the scale of our operations and also profit.
The Company’s growing business needs would require it to raise funds through commercial
borrowings. The Company’s ability to raise funds at competitive rates would depend on its
external credit rating, lenders’ internal rating and credit norms, financial performance, regulatory
environment in the country and the liquidity scenario in the markets and economy. The
developments in the international markets affect the Indian economy including the financial
liquidity position. The Company is exposed to the risk of liquidity in the financial markets. Changes
in economic and financial conditions could make it difficult for the Company to access funds at
competitive rates. Being an NBFC - Investment and Credit Company (NBFC – ICC), the Company
due to has restrictions from RBI to raise funds from international markets which are relatively
cheaper sources of funds and this further constrains its ability to raise cheaper funds.
12. The Company has commitments and contingent liabilities as on September 30, 2021
a. Commitments
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i. Capital Commitments
A) Estimated amount of contracts remaining to be executed on capital account and not provided
for Rs. 3,39.95 lakhs (at March 31, 2021: Rs. 276.63 .63 lakhs).
ii. Other Commitments

A) Loan commitment towards vehicle financing Rs. 20.06 lakhs (at March 31, 2021: Rs. 74.38 lakhs).
b. Contingent liabilities to the extent not provided for
1) Claims against the Company not acknowledged as debts:
Rs. in lakhs
Particulars At September At March

30, 2021 31, 2021
In respect of consumer disputes 32,83.11 35,30.65
In respect of bonus under Payment of Bonus (Amendment) 26.15 26.15
Act, 2015
Total 33,09.26 35,56.80
2) Bank guarantee for which the Company is contingently liable:
As at
As at
Particulars September 30,
March 31, 2021
2021
In respect of guarantees given by banks for Income tax
99.00 99.00
matters
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.
13. The Company faces increasing competition from established banks and NBFCs. The successful
implementation of the growth plans depends on the Company’s ability to face the competition.
The Company’s main competitors are established commercial banks and NBFCs. Over the past few
years, the retail financing area has seen the entry of banks, both nationalized as well as foreign.
Banks have access to more sources of funds at a low cost funds which enables them to enjoy
higher net interest margins and / or offer finance at lower rates. The Company do not have access
to deposits and some other sources as per restrictions levied by RBI, due to which it may be less
competitive. Further, the Company has acquired New Vehicle Financing Business from TMF
Holdings
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Limited with effect from January 31, 2017. It may therefore face competition from established
banks and NBFCs in its operations and growth which are present for quite number of years.
14. The Company may be unable to adequately protect our intellectual property since some of its
trademarks, logos and other intellectual property are in the process of being registered and
therefore do not enjoy any statutory protection. Further, the Company may be subject to
claims alleging breach of third party intellectual property rights.
“Tata Motor Finance” is a registered trade mark of Tata Sons Private Limited under the provisions
of the Trademarks Act, 1999. The Company cannot assure that Tata Sons Private Limited will
continue to license the aforementioned trademark to it. Further, third parties may infringe the
Company’s intellectual property, causing damage to its business prospects, reputation and
goodwill. The Company’s efforts to protect its intellectual property may not be adequate and any
third party claim on any of its unprotected brands may lead to erosion of its business value and its
operations could be adversely affected. The Company may need to litigate in order to determine
the validity of such claims and the scope of the proprietary rights of others. Any such litigation
could be time consuming and costly and a favorable outcome cannot be guaranteed. The
Company may not be able to detect any unauthorized use or take appropriate and timely steps to
enforce or protect its intellectual property. The Company cannot assure that any unauthorized use
by third parties of the trademark “Tata Motors finance” and other related trademarks will not
similarly cause damage to its business prospects, reputation and goodwill. Further, the Company
have entered into a Brand Equity and Business Promotion Agreement dated July 03, 2017 with
Tata Sons Private Limited for the use of the Trademark “TATA”. Under various clauses mentioned
in the agreement, Tata Sons Private Limited may terminate the aforementioned agreement.
Further, only Tata Sons Private Limited has the right to apply for registration any mark containing
the trademark/Trade Name “TATA” and the Company cannot assure that such marks would
eventually be licensed to the Company by Tata Sons Private Limited. The Company cannot
guarantee that the aforementioned agreement will not be terminated in the future and this may
result in it having to change the name of the Company.
15. The Company may have a high concentration of loans to certain customers or group of
customers. If a substantial portion of these loans becomes non-performing, our business and
financial performance could be affected.
The Company’s business of retail lending with or without securities exposes it to the risk of third
parties that owes it money. The Company’s loan portfolio and non-performing asset portfolio has,
or may in the future, have a high concentration in certain customers or groups of customers.
These parties may default on their obligations to the Company due to bankruptcy, lack of liquidity,
operational failure, breach of contract, government or other regulatory intervention and other
reasons including inability to adapt to changes in the macro business environment or for reasons
beyond the control of the Company. Historically, such borrowers or such borrowers’ groups have
been adversely affected by economic conditions in varying degrees. Credit losses due to financial
difficulties of these borrowers/ borrowers’ groups in the future could adversely affect the
Company’s business and its financial performance.
16. The Company have entered into transactions with related parties which create conflicts of
interest for certain of its management and Board of Directors.
The Company have entered into transactions with related parties, including its Promoter and its
affiliated companies. Such agreements may give rise to current or potential conflicts of interest
with respect to dealings between the Company and such related parties. Additionally, there can
be no
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assurance that any dispute that may arise between the Company and related parties will be resolved
in the Company’s favour.
17. The Company may incur loss in future
If the Company incurs losses in future, the Company’s results of operations and financial condition
will be adversely affected.
Risks Relating to the Utilization of Issue Proceeds
18. Our management will have significant flexibility in applying proceeds of the Issue.
The funds raised through this Issue, after meeting the expenditures of and related to the Issue, will
be used for our various financing activities to repay our existing borrowings, our business
operations including capital expenditure and working capital requirements and all such activities
and uses being subject to applicable law.
The main objects clause of the Memorandum of Association of the Company permits the Company
to undertake the activities for which the funds are being raised through the present Issue and also
the activities which the Company has been carrying on till date.
The management of the Company, in accordance with the policies formulated by it from time to
time, will have flexibility in deploying the proceeds received from the Issue if the necessary
security or charge over assets if applicable have been created within 30 days as required the RBI
guidelines. Pending utilization of the proceeds out of the Issue for the purposes described above,
the Company intends to temporarily invest funds in high quality interest bearing liquid
instruments including money market mutual funds, deposits with banks or temporarily deploy the
funds in investment grade interest bearing securities as may be approved by its Board of Directors.
Further as per the provisions of the SEBI (Issue and Listing of Debt Securities) Regulations, 2008,
we are not required to appoint a monitoring agency and therefore no monitoring agency has been
appointed for this Issue.
Risks Relating to the Debentures
19. Changes in general interest rates in the economy may affect the price of the Company’s
Debentures.
All securities where a fixed rate of interest is offered, such as the Company’s Debentures, are subject
to price risk. The price of such securities will vary inversely with changes in prevailing interest rates,
i.e. when interest rates rise, prices of fixed income securities fall and when interest rates drop, the
prices increase. The extent of fall or rise in the prices is a function of the existing coupon, days to
maturity and the increase or decrease in the level of prevailing interest rates. Increased rates of
interest, which frequently accompany inflation and/or a growing economy, are likely to have a
negative effect on the price of our Debentures.
20. The Company is not required to maintain any Debenture Redemption Reserve (DRR) for the
Debentures issued under this Disclosure Document/ Offer Document.
No Debenture Redemption Reserve is being created for the issue of NCDs in pursuance of this
Offer Document since creation of Debenture Redemption Reserve is not required for the proposed
issue
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of Debentures. As per Companies (Share Capital and Debentures Rules, 2014), no DRR is required
to be created for NCDs issued by NBFCs issued on private placement basis therefore the Company
is exposed for redemption risk
21. Any downgrading in credit rating of the Company’s Debentures may affect the value of NCDs
and thus the Company’s ability to raise further debts.
This Issue of perpetual NCDs has been rated by CRISIL Limited as having CRISIL A/Stable rating. The
Issuer cannot guarantee that these ratings will not be downgraded. Any downgrade in the above
credit ratings may lower the value of the NCDs and may also affect the Issuer’s ability to raise
further debt. Moreover any upgrade in the above rating is not guaranteed by increase in or higher
value of the Company’s perpetual NCDs.
22. Risks Relating to the Perpetual NCDs
In terms of the NBFC Master Directions in connection with “Enhancement of NBFCs‟ capital raising
option for capital adequacy purposes” following are some of terms and conditions applicable to
Perpetual Debt Instruments (PDI) for being eligible for inclusion in Tier I capital:
a) Maturity period of PDIs shall be perpetual.
b) Non-deposit taking NBFC with asset size of ₹ 500 crore and above are required to issue PDI
as plain vanilla instruments only. However, the Company shall have 'call option' subject to
strict compliance with each of the following conditions:
i. that the instrument has run for a minimum period of ten years from the date of
issue; and
ii. Call option shall be exercised only with the prior approval of RBI. While
considering the proposals for exercising the call option the RBI would, among
other things, take into consideration the CRAR position of the Issuer both at the
time of exercise of the call option and after the exercise of the call option
c) PDIs shall be subjected to a lock-in clause in terms of which the Company may defer the
payment of interest, if
i. the CRAR of the Company is below the minimum regulatory requirement
prescribed by RBI; or
ii. the impact of such payment results in capital to risk assets ratio (CRAR) of the
Company falling below or remaining below the minimum regulatory requirement
prescribed by the RBI;
d) However, the Company may pay interest with the prior approval of RBI when the impact
of such payment may result in net loss or increase the net loss, provided the CRAR remains
above the regulatory norm.
e) The interest shall not be cumulative except in cases as in (c).
f) The claims of the investors in PDI shall be:
i. superior to the claims of investors in equity shares; and
ii. subordinated to the claims of all other creditors.
g) PDI shall be fully paid up, unsecured and free of any restrictive clauses.
Also as per the terms and conditions of the present issue, making the payment of any Coupon may
be cancelled or suspended at the discretion of the board of directors of the Issuer.
The NCDs issued in accordance with this Disclosure Document are Perpetual in nature. The NCDs
only have a call option after the end of 10 years from the deemed date of allotment and the last
date of every month thereafter, which may be exercised by the Company subject to receipt of
prior approval of the RBI. The NCDs are otherwise Perpetual in nature & shall not be redeemed.
Please
3
note that the investors may make investment decision on the basis of its own analysis and the RBI
and the Company do not accept any responsibility about repayment of such investment.
23. Risks in relation to the security created in relation to the debt securities, if any.: Not applicable since
NCDs are Unsecured
24. Refusal of listing of any security of the issuer during last three years by any of the stock exchanges in
India or abroad: Not applicable
25. Limited or sporadic trading of non-convertible securities of the issuer on the stock exchanges.
The Issuer intends to list the Debentures on the wholesale debt segment of the BSE . The Issuer cannot
provide any guarantee that the Debentures will be frequently traded on the stock exchange and that
there would be any market for the Debentures. It is not possible to predict if and to what extent a
secondary market may develop for the Debentures or at what price the Debentures will trade in the
secondary market or whether such market will be liquid or illiquid. The fact that the Debentures may
be so listed or quoted or admitted to trading does not necessarily lead to greater liquidity than if they
were not so listed or quoted or admitted to trading. Further, the Issuer may not be able to issue any
further Debentures, in case of any disruptions in the securities market
26. In case of outstanding debt instruments or deposits or borrowings, any default in compliance with the
material covenants such as creation of security as per terms agreed, default in payment of interest,
default in redemption or repayment, non-creation of debenture redemption reserve, default in
payment of penal interest wherever applicable: Not applicable.
27. If secured, any risks in relation to maintenance of security cover or full recovery of the security in case
of Enforcement: Not applicable
B. EXTERNAL RISK FACTORS
28. The Company is subject to regulatory and legal risk which may adversely affect its business.
The operations of a NBFC are subject to regulations framed by the RBI and other authorities.
Under the guidelines issued by the RBI, the Company has been classified as a Systemically
Important Non Deposit Accepting Investment and Credit Company (NBFC – ICC). The Company will
be subject to the CAR prescribed by the RBI. Under the guidelines issued by the RBI dated
September 01, 2016 vide circular No. DNBR. PD. 008/03.10.119/2016-17, the Company is required
to maintain a CAR of 15% besides complying with other prudential norms.
The Company is also subject to changes in Indian laws, regulations and accounting principles.
There can be no assurance that the laws governing the Indian financial services sector will not
change in the future or that such changes or the interpretation or enforcement of existing and
future laws and rules by governmental and regulatory authorities will not affect its business and
future financial performance.
29. The Company’s growth depends on the sustained growth of the Indian economy and growth
plans of Tata Motors Limited. An economic slowdown in India and abroad with low volumes of
Tata Motors Ltd could have direct impact on our operations and profitability.
3
Macroeconomic factors that affect the Indian economy and the global economic scenario have an
impact on our business. The quantum of our disbursements is driven by the growth in demand for
passenger cars, commercial vehicles etc. The Indian economy has been improving on macro
factors.
In case the economy does not grow on macro factors and if TML sales volumes are low because of
slow down in economy in future, it may have direct impact on the Company’s disbursements and
such prolonged slowdown of the economy as a whole can increase the level of defaults thereby
adversely impacting the Company’s growth plans and the quality of its portfolio.
30. Political instability or changes in the government could delay further liberalization of the
Indian economy and adversely affect economic conditions in India generally, which could
impact the Company’s business.
The role of the Indian Central and State Governments in the Indian economy has remained
significant over the years. Since 1991, the Government has pursued a policy of economic
liberalization, including significantly relaxing restrictions on the private sector. There can be no
assurance that these liberalization policies will continue in the future. The rate of economic
liberalization could change, and specific laws and policies affecting financial services companies,
foreign investment, currency exchange rates and other matters affecting investments in Indian
companies could change as well. A significant change in India’s economic liberalization and
deregulation policies could disrupt business and economic conditions in India, thus affecting the
Company’s business. The current Government is and future Governments could be a coalition of
several parties. The withdrawal of one or more of these parties could result in political instability.
Any political instability in the country could materially impact the Company’s business adversely.
31. Civil unrest, terrorist attacks and war could affect the Company’s business.
Terrorist attacks and other acts of violence, war or conflicts, particularly those involving India, as
well as the United States of America, the United Kingdom, Singapore and the European Union,
may adversely affect Indian and global financial markets. Such acts may negatively impact business
sentiment, which could adversely affect the Company’s business and profitability. India has from
time to time experienced, and continues to experience, social and civil unrest, terrorist attacks and
hostilities with neighboring countries. Also, some of India’s neighboring countries have
experienced, or are currently experiencing internal unrest. This, in turn, could have a material
adverse effect on the market for securities including the Debentures. The consequences of any
armed conflicts are unpredictable, and the Company may not be able to foresee events that could
have an adverse effect on its business and the price and yield of its NCDs.
32. The Company’s business may be adversely impacted by natural calamities or unfavorable
climatic changes.
India, Bangladesh, Pakistan, Indonesia and other Asian countries have experienced natural
calamities such as earthquakes, floods, droughts and a tsunami in recent years. Some of these
countries have also experienced pandemics, including the outbreak of avian flu/ swine flu. The
extent and severity of these natural disasters and pandemics determines their impact on these
economies and in turn affects the financial services sector of which the Company is a part.
Prolonged spells of abnormal rainfall and other natural calamities could have an adverse impact on
the economies in which the Company have operations, which could adversely affect its business
and the price of its Debentures.
3
33. Any downgrading of India’s sovereign rating by an international rating agency(ies) may affect
the Company’s business and its liquidity to a great extent.
Any adverse revision to India’s sovereign credit rating for domestic and international debt by
international rating agencies may adversely impact the Company’s ability to raise additional
financing and the interest rates and other commercial terms at which such additional financing is
available. This could have an adverse effect on the Company’s financial performance and its ability
to obtain financing to fund its growth on favourable terms, or at all.
NOTES TO THE RISK FACTORS
Save, as stated elsewhere in this Disclosure Document / Offer Document, since the date of the audited
financial accounts, no developments have taken place that are likely to materially and adversely affect
the performance or prospects of the Company.
(i) Details of default, if any, including therein the amount involved, duration of default and present
status in repayment of – (a) statutory dues; (b) debentures and interest thereon; (c) deposits and
interest thereon; (d) loan from any bank or financial institution and interest thereon;
TMFL has not defaulted in repayment of:

i) Statutory dues;
ii) Debentures and interest thereon;
iii) Deposits and interest thereon;
iv) Loan from any bank or financial institution and interest thereon.
3
(V) OVERVIEW OF THE COMPANY
Information on the Company, its Holding Company and its Subsidiary Company are as follows:-
Promoters – Tata Motors Finance Limited (TMFL) is a company promoted by TMF Holdings Limited
(TMFHL) and Tata Motors Finance Solutions Limited (TMFSL).
Name TMF Holdings Limited Tata Motors Finance Solutions

Limited
Date of 01/06/2006 16/06/1992
Incorporation/
Date of Birth
Age NA NA
CIN U65923MH2006PLC162503 U65910MH1992PLC187184
PAN AACCT4644A AAACR7043R
Registered Office 14, 4th Floor, Sir H. C. Dinshaw 14, 4th Floor, Sir H. C. Dinshaw
Building, 16, Horniman Circle, Fort, Building, 16, Horniman Circle, Fort,
Mumbai 400 Mumbai 400 001
001
Corporate Office Building A, Lodha I Think Techno Building A, Lodha I Think Techno
Campus, 2nd Floor, Off. Pokharan Road Campus, 2nd Floor, Off. Pokharan
No.2 , Thane(W)- 400607 Road No.2 , Thane(W)- 400607
Educational NA NA
Qualification
Experience in the Core Investment Company doing NVFC doing used vehicle and
business or Investments and Lending in Group corporate lending financing
Companies
employment
Positions/posts held NA NA
in the past
Directorships held NA NA
Other NA NA
ventures of each
promoter
Special NA NA
achievements
Their business and TMFHL is Core Investment Company
financial activities registered with RBI which focused on TMFSL has two main lines of business:
devoting its complete business focus on
meeting the financial requirements of 1. Used Vehicles Finance
companies within the TML group Business:
through making of investments,
granting of loans, provision of TMFSL grants loans for financing of
guarantees and offering leasing used vehicles. Used vehicle business
solutions. In addition, TMFHL shall
maintain an oversight on the various portfolio have strong linkages with
financial sector entities consolidated refurbished vehicles sold by the
under it. company through ‘Tata Assure’ (for
passenger vehicles’ and ‘Tata OK’ (for
commercial vehicles). Major portion
of Used Vehicle Financing Business
also comprise of refinance loans
whereby the company extends
3
funding against pre-owned Tata
Motors vehicles.
2. Corporate Lending
TMFSL also focuses on channel
funding and funding to Dealers for
their working capital needs. It will
also focus on providing finance to
TML’s key vendors.
Photograph NA NA
Telephone Number 022-6107 0000 022-6107 0000
Email ID Vinay.lavannis@tmf.co.in Neeraj.dwivedi@tmf.co.in
The Issuer confirms that the Permanent Account Number, Aadhaar Number, Driving License
Number, Bank Account Number(s) and Passport Number of the promoters and Permanent Account
Number of directors have been submitted to the stock exchanges on which the Debentures are
proposed to be listed, at the time of filing the draft Disclosure Document
Tata Group: TMFL is part of Tata Group founded by Jamsetji Tata in 1868. The Tata group is a global
enterprise, headquartered in India, comprising 30 companies across 10 verticals. The group operates
in more than 100 countries across six continents, with a mission 'To improve the quality of life of the
communities we serve globally, through long-term stakeholder value creation based on Leadership
with Trust'. .
In 2019-20, the revenue of Tata companies, taken together, was $106 billion (INR 7.5 trillion). These
companies collectively employ over 750,000 people.
There are 29 publicly-listed Tata enterprises with a combined market capitalisation of $123 billion (INR
9.3 trillion) as on March 31, 2020.
Tata Motors Limited is a leading global automobile manufacturer with a portfolio that covers a wide
range of cars, sports vehicles, buses, trucks and defense vehicles. Tata Motors is part of the USD 110
billion Tata group founded by Jamsetji Tata in 1868. Tata Motors is India’s largest and the only OEM
offering extensive range of integrated, smart and e-mobility solutions company. Tata Motors has
operations in India, the UK, South Korea, Thailand, South Africa and Indonesia through a strong
network of 134 subsidiaries, associate companies and joint ventures. Among them is Jaguar Land
Rover, in the UK and Tata Daewoo in South Korea.
Tata Motors is the country's market leader in commercial vehicles and among the top four in
passenger vehicles. It is also the world's fifth-largest truck and fourth-largest bus manufacturer. Tata
Motors commercial and passenger vehicles are being marketed in several countries in Europe, Africa,
the Middle East, South Asia, South East Asia, South America, CIS and Russia.
TML supports TMFL (through TMFHL) by way of regular equity infusions, management & systems
support TML also extends management support through representation of its senior management on
TMFL’s board.
TMFL has an objective of becoming the preferred financier for Tata Motors customers and channel
partners by capturing customer spending over the vehicle life-cycle, by extending value added
products combining financing offerings with insurance and other products over a period of time. TMFL
3
has received RBI license for carrying on its business as a NBFC non-deposit taking systemically
important (ND-SI) and has commenced it New vehicle financing business from July 13, 2017.
Business Model
TMFL carries out its business through two models:
Direct Model – This model will operate through our own branch network and Direct Sales/Marketing
agencies. The business sourcing, collections and servicing will be done through TMFL’s own branch
network as well as a chain of sales and collection agencies.
Dealer Model – The Tata Motors’ dealer will act as a business sourcing partner. Dealers will take up
the responsibility for sourcing and servicing the customer over the life of the contract. Some of the key
dealers in certain geographies in India will also undertake the responsibility of collections from the
customers and shares certain risk of delinquency. Dealers will be remunerated for sourcing as well as
for collections, based on their sourcing and or collection performance. This model will operate through
about 300+ dealerships across the country.
Business verticals
TMFL provides finance for Tata Motors vehicles in the following business verticals:
1 New Vehicles Finance Business:
Commercial Vehicles – TMFL finances entire range of Commercial vehicles to transporters, fleet
owners, First Time users.
Passenger Cars - TMFL finances multi-utility vehicles (Safari/ Sumo/ Hexa/ Harrier) and passenger cars
(Indica/ Indigo/Zest, Bolt, Tiago, Tigor, Nexon, Jaguar, Land Rover) mainly in the personal use segment
and commercial taxi operators.
2. Insurance Support Services: TMFL helps its customers to have vehicles’ insurance
Strengths
We believe that the following are our key strengths:
Experienced management team
The Company believe that its senior management and its talented and experienced professionals are
and would continue to be the principal drivers of its growth and success in all of its businesses. Its
senior management team is supported by professionals from varied backgrounds who bring significant
expertise in their respective lines of business. The Company believes that the extensive experience and
financial acumen of its management and professionals provide it with a distinct competitive
advantage.
Innovative solutions model
The Company focus on coverage and ability to provide innovative solutions enables it to establish long-
term relationships with corporate and retail clients. The Company’s business model is based on
providing services where it employ dedicated relationship and product managers for each key business
3
line. This enables it to create capabilities and expertise for each product and which the Company
believe benefits customers in achieving their desired financial objectives.
Respected brand
The Company’s has taken over the business of new vehicle financing from its holding Company i.e.,
TMF Holdings Limited along with similar Board and management consequent to the Scheme of
arrangement which became effective on May 9, 2017. The success of TMFHL has built over a period of
ten years which the Company expects to carry forward and thus as a provider of financial services is
built upon the reputation and client comfort built around the Tata brand. The ‘TATA’ brand is
recognized as amongst the most valuable brands in the world in a brand survey undertaken by Brand
Finance Plc, a UK based consultancy
(Source:http://www.livemint.com/Companies/VPXs8HeCb7jEnZ2AapzB4H/At-15-billion- Tata-remains-
Indias-most-valuable-brand.html). The Company believes that the Tata name is associated with trust,
security, knowledge leadership and high quality services and solutions for its customers and
stakeholders. The reputation of the Tata brand and the Tata ecosystem is pivotal in its ability to reach
out to customers as well as to access capital for its business.
Controls, processes and risk management systems
The Company believes that it has strong internal controls and risk management systems to assess and
monitor risks across our various business lines. Its Board of Directors has appointed various
committees including Asset Liability Supervisory Committee, Risk Management Committee and Audit
Committee to monitor and manage risk at the standalone business level and at the consolidated
company level. The Company’s risk management department operates as an independent department
with a dedicated centralized risk management team. All new lines of business and product launches
follow a rigorous internal approval process that requires assessing risk, client suitability, understanding
regulations and understanding regulatory and internal policy compliance prior to launch. The
Company believes that it has effective procedures for evaluating and managing the market, credit and
other relevant risks.
Access to capital
The Company will be subject to the CAR prescribed by the RBI under the NBFC Master Directions the
Company is required to maintain a CAR of 15% besides complying with other prudential norms. The
Company’s CAR as on March 31, 2021 stood at 19.36%.
Strategies
Leverage the Company’s technology advantage
The Company plan to continue investing in state of the art technology to significantly enhance its
technical capabilities across our products and services offerings. The Company believes that we have
the technological platform and information technology systems in place to support significant growth
in customer base and lines of business. The Company believes that technology will enable it to
respond effectively to the needs of our customers and meet competitive challenges.
Attract and retain talented professionals
In financial services people are the most important asset, and it is their reputation, talent, integrity
3
and dedication which contribute significantly to business success. The Company believe that the
strong,
3
team-based approach that exists within the organization will enable it to attract and retain employees.
The Company has been successful in attracting key professionals from both Indian and foreign
financial services organizations and intend to continue to seek out talent to further enhance and grow
its business.
Our Services- Retail Finance
Over the last few years, the financial services industry has seen significant expansion of retail credit,
with retail loans, accounting for most of this growth. Despite the hardening of interest rates, there is a
strong potential for sustained growth in this segment driven primarily by fundamentals, such as
continued GDP growth, growth in underlying assets, increased urbanization with rising income levels,
growth in organized retailing coupled with the availability of credit, etc.
With an understanding of the latent potential of this segment, the Company decided to enter into the
retail asset financing business. At present, the Company offer loans and used vehicles loans for Tata
vehicles i.e. Passenger cars and commercial.
Management
The Company recognizes the importance of risk management on account of increased competition
and market volatility in the financial services business. The Company regularly reviews all the Key risks
prioritized for Management as a part of its enterprise risk management framework with Risk
Management Committee’ of Directors. The Company is exposed to the following key risks - credit risk,
operational risk, fraud risk, technology risk, liquidity risk and interest rate risk. By design, the Company
caters to some high risk profile customers. The Company has a well-developed and robust credit
appraisal process which is amended, as required, to address any regulatory changes in the financial
sector.
The ‘Asset Liability Supervisory Committee’ of Directors continued to closely monitor mismatches of
assets liabilities and the ‘Risk Management Committee’ of Directors oversees the management of the
integrated risks of the Company
The Company has consciously re-aligned assets and customer profile mix in sourcing to build a risk
balanced portfolio. Risk scoring model (RSPM) has been effectively leveraged for sourcing lower-risk
profiles. Behavioral scorecards and recovery models have been comprehensively used to decide
collection strategy on all delinquent cases. GNPA & NPA charge have been optimized while prioritizing
vehicle-sale using advanced collection analytics.
Implementation of the sourcing & collections initiatives using analytical has started showing positive
results in delinquency & NPA charge.
The Company’s Employees
The Company lays great emphasis and focus on recruitment and retention of its employees which is
the most valuable asset for a service industry like ours. The Company mainly hire professionals from
the financial services industry. The Company’s entry level talent intake programme injects young talent
from top Business Schools across the country.
The Company is a ‘talent-driven company’ – with people being its principal investment towards driving
strategy, sustainability and success. With an emphasis on creating a winning culture, the Company
identify and groom people who have the intrinsic desire to succeed. A robust Performance
Management
4
System helps in identification of high potential performers and ensuring adequate rewards along with
career growth.
The Company strive to incubate and nurture an environment of equal opportunity, high growth and
meritocracy through various systems and processes. A focus on learning ensures adequate training for
all employees. The Company leverage the Tata ecosystem and internal opportunities of learning,
development and mobility. The Company’s internal communication processes and employee
engagement initiatives ensure retention and long term engagement of its talent. The Company aspire
to be an “employer of choice” in the times to come.
Branding and advertising
The Company use the brand name “Tata Motors finance” for its products and services and this is
registered under the provisions of Trademark Act 1999. The Company’s brand is well recognized in
India given its association with the name “TATA” which is a registered trademark of its ultimate
promoter Tata Sons Private Limited. The “TATA” brand is recognized as among the most valuable
brands in the world in a brand survey undertaken by Brand Finance Plc., a United Kingdom based
consultancy (Source: livemint, September 16, 2008).
Corporate Structure as on September 30, 2021:
Issuer:
Tata Motors Finance Limited
Corporate Identification Number : U45200MH1989PLC050444 dated January 24, 1989 issued by the
Registrar of Companies, Maharashtra, Mumbai.
4
NBFC registration No.: 13.00217 dated March 04, 1998, issued by the RBI.
TMFL has been registered with the RBI as a Systemically Important Non Deposit Taking NBFC (NBFC-SI)
and classified as NBFC – Investment and Credit Company (NBFC – ICC).
Registered Office of the issuer:
Sir H.C. Dinshaw Building,

Office No. 14, 4th Floor,
16 Horniman Circle,
Fort, Mumbai-400 001.
Corporate Office:
Building ‘A’, Second Floor,
Lodha I Think Techno Campus, Off. Pokharan Road No. 2,
Thane(W)- 400607
Phone: (022) 6181 5400, Fax: (022) 6181 5700
Information on Subsidiary:
Company does not have any subsidiary.
Key management personnel of the Issuer
Mr. Samrat Gupta

Managing Director and Chief Executive Officer
Ms. Ridhi Gangar

Chief Financial Officer
Mr. Vinay Lavannis

Company Secretary
CFO of the Issuer:

Ms. Ridhi Gangar
Thane (W)- 400607
Phone: (022) 6181 5400, Fax: (022) 6181 5700
Email: Ridhi.Gangar@tmf.co.in
Compliance Officer:
Mr. Vinay B. Lavannis
4
Thane (W)- 400607
Phone: (022) 6181 5400, Fax: (022) 6181 5700
Email: vinay.lavannis@tmf.co.in
Grievance Redressal:
In case of any grievance relating to the issue of the NCDs by the Company, the same shall be addressed
to the Compliance Officer @ vinay.lavannis@tmf.co.in.
Arrangers for the Issue:

Name: A. K. Capital Services Ltd.
Address: 30-38, 3rd Floor, Free Press House,

Free Press Journal Marg,
215, Nariman Point, Mumbai - 400 021 (India)
Website: www.akgroup.co.in
Email: akmumbai@akgroup.co.in
Telephone: +91 (022) 6754 6500: Fax: +91 (022) 6610 0594
Contact Person: Ashish Agarwal
DISCLAIMER OF THE ARRANGER
The Issuer has prepared this Disclosure Document and the Issuer is solely responsible for its contents.
The Issuer will comply with all laws, rules and regulations for the issuance of the Debentures. All the
information contained in this Disclosure Document has been provided by the Issuer or is from publicly
available information, and such information has not been independently verified by the Arranger. No
representation or warranty, expressed or implied, is or will be made, and no responsibility or liability is
or will be accepted, by the Arranger or its affiliates for the accuracy, completeness, reliability,
correctness or fairness of this Disclosure Document or any of the information or opinions contained
therein, and for allocation or allotment of or returns on or tradability of the Debentures and the
Arranger hereby expressly disclaims, to the fullest extent permitted by law, any responsibility for the
contents of this Disclosure Document and any liability, whether arising in tort or contract or otherwise,
relating to or resulting from this Disclosure Document or any information or errors contained therein
or any omissions therefrom. By accepting this Disclosure Document, each Eligible Participant agrees
that the Arranger will not have any such liability.
The role of the Arranger is confined to marketing, and placement of the Debentures on the basis of
this Disclosure Document as prepared by the Issuer. The Arranger has neither scrutinized or vetted nor
has it done any due diligence for verification of the contents of this Disclosure Document or any
other Transaction Documents, nor any consultation with or obtained any authorization from any
regulatory authority in India or otherwise in this regard. The Arranger shall use this Disclosure
Document for the purpose of soliciting subscription from Eligible Participant in the Debentures to be
issued by the Issuer on
private placement basis. It is to be distinctly understood that the aforesaid use of this Disclosure
Document by the Arranger should not in any way be deemed or construed that the Disclosure
Document
4
has been prepared, cleared, approved or vetted by the Arranger; nor does it in any manner warrant,
certify or endorse the correctness or completeness of any of the contents of this Disclosure Document;
nor does it take responsibility for the financial or other soundness of the Issuer, its promoters, its
affiliates, its management or any scheme or project of the Issuer. The Arranger is not responsible for
compliance of any provision of the Companies Act/RBI/ SEBI etc. The Arranger or any of its directors,
employees, affiliates or representatives do not accept any responsibility and/or liability for any loss or
damage arising of whatever nature and extent in connection with the use of any of the information
contained in this Disclosure Document.
Nothing in this Disclosure Document constitutes an offer of securities for sale in any other jurisdiction,
other than India, where such offer or placement would be in violation of any law, rule or regulation.
Arranger may purchase and hold the Debentures for its own account or for the accounts of its
customers or enter into other transactions relating to the Debentures at the same time as the offering
of the Debentures. The Arranger may have engaged in or may in the future engage in other dealings in
the ordinary course of business with the Issuer and/or its Promoters.
Debenture Trustee of the Issue:
IDBI Trusteeship Services Limited

) Ground Floor, Asian Building,
17, R Kamani Rd, Ballard Estate,
Fort, Mumbai, Maharashtra
400001
T: (91) (22) 40807007
Website:
Email ID: nikhil@idbitrustee.com
Contact: Nikhil Lohana
Registrar of the Issue:
TSR Darashaw Consultants Private Limited

6-10, Haji Moosa Patrawala Ind. Estate,
20, Dr. E. Moses Road, Mahalaxmi,
Mumbai - 400 011
Tel: 022-6617 8532
Contact: Mr. Prakash Sampat
Email: PSampat@tsrdarashaw.com
SEBI REG.No. INR000004009
Credit Rating Agency for the Issue:
4
CRISIL Limited
CRISIL House,
Central Avenue, Hiranandani Business Park
Powai, Mumbai – 400 076
Phone: 022 33423000
Website: www.crisil.in
Email ID: crisilratingdesk@crisil.com
Rating: CRISIL AA-/ Stable
Rating: CRISIL A/ Stable

Details of credit rating along with reference to the rating letter issued (not older than one month on
the dateof the opening the issue) by the rating agencies in relation to the issue shall be disclosed.
The detailed press release of the Credit Rating Agencies along with rating rationale(s) adopted (not
older than one year on the date of opening of the issue) shall also be disclosed.
The Rating Agency has assigned a rating of “CRISIL AA- /Stable” to the Debentures. Instruments with this
rating are considered to have the highest degree of safety regarding timely servicing of financial obligations.
Such instruments carry the lowest credit risk. The credit rating letter issued by the rating agency is annexed
The press release in respect of the credit rating of the Debentures is available at
https://www.crisil.com/mnt/winshare/Ratings/RatingList/RatingDocs/TataMotorsFinanceLimited_May%2019,%202021_RR_
270933.html
Legal Counsel, (If any):
AZB & PARTNERS
Address: AZB House, Peninsula Corporate Park,

Ganpatrao Kadam Marg, Lower Parel,
Mumbai 400 013
Contact person: Mr. Gautam Ganjawala
Tel. No: 91 22 4072 9999
Fax: 91 22 6639 6888
Email: gautam.ganjawala@azbpartners.com
Website: www.azbpartners.com
Guarantor: NA
Details of the Auditors of the Company:-
4
Name: M/s Sharp & Tannan Associates, Chartered Accountants, (Firm Registration No.109983W
Address: 87, Nariman Bhavan, 227 Nariman Point, Mumbai-400021
Logo: NA
Contact person: Mr. Tirtharaj Khot
Tel. No: +91-22-61537500
Email: mumbai.office@sharpandtannan.com & Tirtharaj.khot@sharpandtannan.com
Website: www.sharp-tannan.com
Name: M/s GM Kapadia & Co, Chartered Accountants, (Firm Registration No. 104767W)
Address: 1007, Raheja Chambers, 213, Nariman Point, Mumbai-400021
Logo: NA
Contact person: Rajen Ashar
Tel. No: 022-66116611
Email: rajen@gmkco.com
Website: www. gmkco.com
Details of Change in Auditors since last 3 years:-
Name Address Date of Auditor Remarks

Appointmen since (in
t/ case of
Resignation resignation
)
M/s. Chartered July 26, M/s. M/s. Deloitte Haskins & Sells LLP ceases to
Deloitte Accountant 2017- Deloitte be Statutory Auditors of the Company
Haskins & s cessation Haskins & w.e.f. July 26, 2017 due to Rotation of
Sells LLP Tower 3, Sells LLP Auditors pursuant to section 139 of the
27th - were Companies Act, 2013 and Rules made
32ndFloor, appointed there under.
India Bulls as
Finance Statutory
Centre, Auditors of
Elphinston the
e Mill Company
Compound, for the first
Senapati time in the
Bapat AGM held
Marg, on June 18,
Elphinston 2007 to
e (W) examine
Mumbai – and audit
400 013 the
accounts of
the
Company
for the
Financial
Year 2007-
08.
Thereafter,
it was
reappointe
4
d at every
AGM till
the AGM of
F.Y. 2016-
17.
M/s BSR & 14th Floor, July 26, NA Appointed at the AGM of the Company
Co. LLP, Central 2017- held on July 26, 2017 till the conclusion of
Chartered Wing, Appointmen AGM to be held in the year 2022.
Accountant Tower 4, t
s Nesco
Center,
Western
Express
Highway,
Goregaon
(East),
Mumbai –
400063
M/s BSR & 14th Flr, October 20, October M/s BSR & Co. LLP, has ceased to be the
Co. LLP, Central 2021 20, 2021- statutory auditor of the Company from
Chartered Wing, B Date of October 20, 2021 pursuant to its
Accountant Wing and Resignatio resignation due to operation of the
s North C n guidelines issued by the Reserve Bank of
Wing India -RBI/2021-22/25
Nesco IT Ref.No.DoS.CO.ARG/SEC.01/08.91.001/20
Park 4, 21-22 dated April 27, 2021.
Nesco
Center,
Western
Express
Highway,
Goregaon
(East),
Mumbai-
400 063
4
Board of Directors
1. The details of Board of Directors of TMFL:
Name, Date of Date of Educational Total Directorships in Whether

Designation, Birth and Appointment Qualifications Work other Companies Willful
DIN and Age Experience defaulter
business
address of
the Directors
Mr. Nasser November May 19, 2017 Masters in More than No*
Munjee, 18, 1952 Economics 35 years  Ambuja
Independent 68 years from London Cements Limited
Director and
School of  Cummins India
Chairman of
the Board of Economics, Limited
Directors UK. 
 The Indian
Benedict Villa, Hotels Company
House Limited
No.471,
 TMF Holdings
Saudevado,
Chorao Island, Limited
Tiswadi, Goa-  Tata Motors
403102 Finance
Solutions
Limited
DIN:  Aga Khan Rural
00010180 Support
Programme,
India
 Indian Institute
For Human
Settlements
 Aga Khan
Foundation,
India
 Miraclefeet
Foundation for
Eliminating club
foot
 Jaguar Land
Rover
Automotive PLC,
UK
 Astarda Ltd.,
Dubai, UAE
 Adsum Capital
Ltd., UAE
4
 Greenko Energy
Holdings
Mrs. Vedika December May 19, 2017 MBA from More than No
Bhandarkar, 19, 1967, IIM, 25 years  Tata Motors
Independent 54 Years Ahmedabad Limited
Director  Tata Motors
B.Sc from MS
Finance Solutions
University
B/8 Sea Face Limited
Park,  Tata Sky Limited
Bhulabhai  Tata Investment
Desai Road, Corporation
Worli, Limited
Mumbai  Jai Vakeel
Foundation
DIN- (NGO)
00033808  Foundation for
Accessible
Aquanir and
Sanitation
Mr. P. S. April 08, July 10, 2020 M.Com, More than  Adani Ports and 
Jayakumar, 1962 PGDBM(XLRI), 30 years Special Economic
Independent ACA Zone Limited
Director 59 years  JM Financial
Limited
 CG Power and
Adaptiwise Industrial
Managment Solutions Limited
Consulting  Emcure
Private Pharmaceuticals
Limited . Limited
No 1, Brady  VBHC Value
Homes Private
Gladys
Limited
Plaza,Senapati  TVS Industrial and
Bapat Marg Logistics Parks
,Lower Parel Private Limited
,Mumbai .  LICHFL Asset
Maharashtra Management
400013 Company Limited
 TMF Holdings
DIN: Limited
01173236  Tata Motors
Finance Solutions
Limited
 Northern Arc
Capital Limited
4
Mr. P. B. September January 29, Mechanical More than  TMF Holdings No
Balaji, 09, 1969 2018 Engineer – IIT 25 years Limited
Non- 52 years Chennai  Tata Motors
Executive PGDM – IIM Finance Solutions
Director Kolkata Limited
Tata Motors  Tata
Limited, Technologies
Bombay Limited
House,  Tata Consumer
Products Limited
Homi Mody
 Tata Motors
Street, Fort, Passenger
Mumbai 400 Vehicles Limited
001 (Formerly known
DIN: - as TML Buisness
02762983 Analytics Services
Limited)
 Jaguar Land
Rover
Automotive Plc.,
UK
Mr. Shyam September March 29, B. Tech (IIT – More than  TMF Holdings No
Mani, Non- 01,1953 2016 Kanpur) 40 years Limited
Executive 68 years  Tata Motors
Director
Finance Solutions
131, Limited
Sunflower,  Tata Motors
Cuffe Parade, Insurance Broking
Mumbai –400 and Advisory
005 Services Limited
 Tata Hitachi
DIN:
00273598 Construction
Machinery
Company Private
Limited
 TML Business
Services Limited
[Formerly known
as Concorde
Motors (India)
Limited]
 Tata Motors
Passenger
Vehicles Limited
(Formerly known
5
as TML Business
Analytics Services
Limited)
Mr. Samrat July 16, June 17, 2020 MBA from the More than  Finance Industry No
Gupta, 1973 University of 20 years Development
Managing 48 years Manchester Council
Director and
 TMF Holdings
Chief
Executive Limited
Officer
Building ‘A’,
Second Floor,
Lodha I Think
Techno
Campus, Off.
Pokharan
Road No. 2,
Thane(W)-
400607
DIN:
07071479
Details of Directors who are appearing in the RBI defaulter list and / or ECGC default list
The name of the Company and or any of its Directors does not appear in the defaulters' list of Reserve
Bank of India except our director Mr. Nasser Munjee for which explanation is given below:
One of our independent director, Mr. Nasser Munjee was also an ‘independent director’ on the board
of directors of Reid & Taylor (India) Limited (“RTIL”) and we understand that the name of RTIL is on the
Reserve Bank of India (”RBI”) defaulter list and we understand that RTIL has been classified by certain
banks as a wilful defaulter. In this regard, the name of Mr. Munjee is also been mentioned against the
name of RTIL as an independent director of RTIL. Mr. Nasser Munjee ceased to be director of RTIL with
effect from September 5, 2013,
In this regard, it is pertinent to refer to the Reserve Bank of India Circular dated April 23, 2015,
bearing reference number DBR.No.CID.BC.89/20.16.001/2014-15, which states as follows (and
the master circular on wilful defaulter dated July 1, 2015 issued by the Reserve Bank of India
which contains an identical exemption):
“In view of the above statutory provisions, a non-whole time director should not be considered
as a defaulter unless it is conclusively established that
a. he was aware of the fact of default by the borrower by virtue of any proceedings
recorded in the Minutes of the Board or a Committee of the Board and has not recorded his
objection to the same in the Minutes, or,
b. the default had taken place with his consent or connivance.
However, the above exception will not apply to a promoter director, even if not a whole time director.”
5
We understand from Mr. Munjee that neither paragraph a nor b above apply in his case and Mr.
Munjee was not promoter director of RTIL. Accordingly, we state that, though Mr. Munjee’s name
currently continues to appear on the RBI defaulter list/ the list of suit filed/non-suit filed cases
maintained with CIBIL in his capacity as independent director of RTIL, he should not be considered as a
defaulter/ wilful defaulter in terms of the RBI directions and the continuance of his name in the list is
erroneous.”
2. Details of change in directors since last five years :

Name Designation and DIN Date Of Director of the Remarks
Appointment/Resignation Company since
(in case of
resignation)
Mr. C Ramakrishnan August 03, 2015 September 18, Resigned
Non-Executive Director 2007
DIN – 00020076
Mr. Mani Raman August 03, 2015 N.A Appointed
Non-Executive Director
DIN: 06782708
Mr. Shailesh Harishchandra Feb 23, 2016 May 12, 2003 Resigned
Rajadhyaksha
Independent Director
DIN: 00020465
Mr. Hoshang Sinor March 29, 2016 N.A. Appointed

DIN – 00074905
Mr. Shyam Mani March 29, 2016 N.A. Appointed
DIN –00273598
Mr. P D Karkaria April 1, 2017 N.A Re-appointed for
Independent Director a period of 3 years
DIN: 00059397 ending on March
31, 2020
Mr. Ravindra Pishrody May 19,2017 NA Appointed
DIN:01875848
Mr. Nasser Munjee May 19,2017 NA Appointed as
Chairman Non-Executive
DIN:00010180 Director
Mr. Vedika Bhandarkar May 19,2017 N.A Appointed
DIN- 00033808
Mr. Mayank Pareek May 19,2017 N.A. Appointed
DIN – 00139206
5
Mr. C Ramakrishnan May 19,2017 N.A. Appointed
DIN – 00020076
Mr. Hoshang Sethna May 19,2017 Aug 03, 2010 Resigned
DIN: 00091532
Mr. Mani Raman May 19,2017 Aug 03, 2015 Resigned

DIN: 06782708
Mr. P.B. Balaji January 29, 2018 N.A. Appointed
DIN: 02762983
Mr. Girish Wagh January 29, 2018 N.A. Appointed
DIN: 03119361
Mr. C Ramakrishnan January 31, 2018 May 19,2017 Cessation due to
Non-Executive Director withdrawal of
DIN – 00020076 candidature of
Directorship by
Ultimate Holding
Company i.e. Tata
Motors Ltd.
Mr. Ravindra Pishrody January 31, 2018 May 19,2017 Cessation due to
Non-Executive Director withdrawal of
DIN:01875848 candidature of
Directorship by
Ultimate Holding
Company i.e. Tata
Motors Ltd.
Mr. Hoshang Sinor, March 29, 2019 NA Re-appointed
Independent Director, (Extension) till
DIN: :00074905 December 05,
2019
Mr. Hoshang Sinor, December 06, 2019- March 29, 2016 Retired on
Independent Director, Retired completion of
DIN: :00074905 tenure
Mr. Nasser Munjee, March 02, 2020 NA Re-designated as
Independent Director an Independent
DIN: 00010180 Director with
effect from March
03, 2020
Mr. Phillie Dara Karkaria, April 01, 2020 June 08, 2001 On completion of
Independent Director second term as an
DIN: 00059397 Independent
Director, he
ceased to be
Director of
Company
5
Mrs. Vedika Bhandarkar May 19, 2020 NA Re-appointed
DIN- 00033808
Mr. Samrat Gupta, June 17, 2020 NA Appointed
Managing Director and Chief
Executive Officer
Mr. Girish Wagh, June 23, 2020 January 29, 2018 Resigned
DIN: 03119361
Mr. Mayank Pareek, June 25, 2020 May 19, 2017 Resigned
DIN – 00139206
Mr. P. S.Jayakumar, July 10, 2020 NA Appointed
DIN: 01101173236
Mrs. Varsha Purandare June 16, 2021 NA Appointed
DIN: 05288076
3. Details of Promoters /Shareholders of the Company as on September 30, 2021 –
No. Name of the shareholders Total No of No of Total No of % of

Equity shares in shareholding shares shares
shares Demat as % of total pledged pledged
form no of equity with
shares respect
to shares
owned.
1 TMF Holdings Limited 59,005,673 59,005,673 97 NIL NIL
2 Tata Motors Finance Solutions NIL NIL
1,822,016 1,822,016 3
Limited
Total 60,827,689 60,827,689 100 NIL NIL
Note: Shares pledged or encumbered by the promoters (if any): NIL
The detailed rating rationale (s) adopted (not older than one year on the date of opening of the
issue)/ credit rating letter issued (not older than one month on the date of opening of the issue) by
the rating agencies shall be disclosed
Attached in this Disclosure Document
5
Names of the Debentures Trustee(s) with statement to the effect that debenture trustee(s) has
given his consent to the Issuer for his appointment under regulation 4(4) and in all the subsequent
periodical communications sent to the holders of the debt securities.
The Debenture Trustee of the Debentures is IDBI Trusteeship Services Limited. IDBI Trusteeship
Services Limited has given its written consent for its appointment as debenture trustee to the Issue
and inclusion of its name in the form and context in which it appears in this Information Memorandum
and in all the subsequent periodical communications sent to the Debenture Holders. The consent
letter from Debenture Trustee is attached with this Information Memorandum.
Debenture Trustee
IDBI Trusteeship Services Ltd

Asian Building, Ground Floor,
17, R. Kamani Marg, Ballard Estate,
Mumbai-400001
Tel: 022 - 4080 7000
Fax: 022 – 6631 1776
Contact : Mr. Nikhil Lohana
The Debenture Trustee has given its consent vide letter dated May 11, 2021 which is annexed hereto
1. All the rights and remedies of the Debenture Holders under this Issue shall vest in and shall be
exercised by the Debenture Trustee in accordance with the terms of the Debenture Trust
Deed.
2. All investors under this Issue are deemed to have irrevocably given their authority and
consent to the Debenture Trustee appointed by the Company to act as their trustees and for
doing such acts and signing such documents to carry out their duty in such capacity. Any
payment by the Company to the Debenture Trustees on behalf of the Debenture holders, shall
completely and irrevocably, from the time of making such payment, discharge the Company
pro tanto as regards its liability to the Debenture Holders.
3. The Company shall file the following documents along with the listing application to the stock
exchange and with the debenture trustee (in case of debt securities):
A. Placement Memorandum
B. Memorandum and Articles of Association and necessary resolution(s) for the
allotment of the Debentures;
C. Copy of last three years' audited Annual Reports;
D. Copy of the Board / Committee Resolution authorising the issue of Debentures and
list of authorised signatories;
E. Statement containing particulars of, dates of, and parties to all material contracts
and agreements;
F. Any other particulars or documents that the recognized stock exchange may call for
as it deems fit:
5
The due diligence certificate issued by the Debenture Trustee is annexed hereto
The detailed rating rationale (s) adopted (not older than one year on the date of opening of the
issue)/credit rating letter issued (not older than one month on the date of opening of the issue) by
the rating agency shall be disclosed.
The Rating Agency has assigned a rating of “CRISIL A /Stable” to the Debentures. Instruments with this
rating are considered to have the highest degree of safety regarding timely servicing of financial
obligations. Such instruments carry the lowest credit risk. The credit rating letter issued by the rating
agency is annexed The press release in respect of the credit rating of the Debentures is available at [●].
If the security is backed by a guarantee or letter of comfort or any other document / letter with
similar intent, a copy of the same shall be disclosed. In case such document does not contain
detailed payment structure (procedure of invocation of guarantee and receipt of payment by the
investor along with timelines), the same shall be disclosed in the offer document.
NA
Copy of consent letter from the Debenture Trustee shall be disclosed:
The consent letter from Debenture Trustee is attached
Names of all the recognised stock exchanges where the debt securities are proposed to be listed
clearly indicating the designated stock exchange
The Debentures are proposed to be listed on the WDM of the BSE.
Other details:
A. DRR Creation:
No Debenture Redemption Reserve is being created for the issue of NCDs in pursuance of this Offer
Document since creation of Debenture Redemption Reserve is not required for the proposed issue of
Debentures. As per Companies (Share Capital and Debentures Rules, 2014), no Debenture Redemption
Reserve is required to be created for NCDs issued by NBFCs issued on private placement basis
therefore the Company is exposed for redemption risk.
B. Issue / instrument specific regulations:
The Issue of Debentures shall be in conformity with the applicable provisions of the Act, the
rules made thereunder, the Securities and Exchange Board of India (Issue and Listing of Non-
Convertible Securities) Regulations, 2021 and the guidelines issued by the Reserve Bank of
India in respect of private placement of NCDs by NBFCs.
5
C. Application process:
The application process for the Issue is as provided in Section IX of this Information Memorandum.
(V) FINANCIAL INFORMATION
A columnar representation of the audited financial statements (i.e. Profit & Loss statement, Balance
Sheet and Cash Flow statement) both on a standalone and consolidated basis for a period of three
completed years
The following table presents the summary financial information of our Company for year ended March
31, 2021, year ended March 31, 2020 and year ended March 31, 2019 and for half year ended
September 30, 2021

Balance Sheet (Rs. In Lakhs) as at
As at As at As at
Sr.
Particulars March 31, March 31, March 31,
No.
2021 2020 2019
I ASSETS
1 Financial assets
(a) Cash and cash equivalents 4,26,610.87 1,90,297.62 70,079.17
Bank Balance other than cash and cash
(b) 98,770.41 1,28,738.68 97,783.10
equivalents
(c) Derivative financial instruments 2,635.94 7,940.77 117.79
(d) Receivables
(I)Trade receivables 6,056.04 18,788.70 3,387.67
(II) Other receivables 3,133.12 5,966.31 890.80
27,35,732.7 30,40,680.0
(e) Loans 30,04,816.33
0 2
(f) Investments 24,232.84 13,973.35 17,816.83
(g) Other financial assets 52,013.02 5,474.85 13,834.10
31,06,912.9 32,44,589.4
36,18,268.57
8 8
2 Non-financial assets
Current tax assets (net) 10,994.33 15,473.02 7,098.68
Deferred tax assets (net) 14,946.38 15,765.31 17,531.19
Property, plant and equipment 23,583.16 21,132.51 9,844.63
Capital work-in-progress 0.00 69.70 26.84
Other intangible assets 461.83 299.79 435.00
Other non-financial assets 13,286.45 14,418.01 12,195.32
63,272.14 67,158.34 47,131.66
5
3 Non-current assets held for sale 335.68
31,74,407.0 32,91,721.1
Total Assets 36,81,540.72
0 4
II EQUITY AND LIABILITIES

1 Financial liabilities
(a) Derivative financial instruments 4,104.19 1,025.29 230.85
(b) Payables
(I) Trade Payables
- total outstanding dues of creditors other
26,852.36 23,318.28 23,658.74
than micro enterprises and small enterprises
(I) Other Payables
4,765.24 2,185.66 4,271.78
Debt securities 8,33,487.69 6,62,922.94 9,32,845.12

18,87,531.0 17,93,378.4
Borrowings (Other than debt securities) 21,09,890.94
7 9
Subordinated liabilities 1,65,493.19 2,01,452.34 2,00,254.92
Other financials liabilities 72,518.36 46,145.38 22,076.40
28,24,580.9 29,76,716.3
32,17,111.97
6 0
2 Non-Current Liabilities
Current tax liabilities (net) 53.31 53.31 51.65
Provisions 8,087.52 7,675.66 12,421.37
Other non-financial liabilities 8,155.54 5,443.14 5,855.54
16,296.37 13,172.12 18,328.56
3 Equity
Equity share capital 60,827.69 60,827.69 58,384.69
Instruments entirely equity in nature 96,300.00 25,000.00
Other equity 2,91,004.69 2,50,826.24 2,38,291.59
4,48,132.38 3,36,653.93 2,96,676.28
31,74,407.0 32,91,721.1
Total liabilities and equity 36,81,540.72
0 4
TATA MOTORS FINANCE LIMITED (CIN - U45200MH1989PLC050444)

Condensed Interim Balance Sheet as at September 30, 2021
(₹ in lakhs)
As at
2021
I ASSETS
1 Financial assets
5
(a) Cash and cash equivalents
5 2685,45.18
(b)
equivalents 6 1149,25.59
(c) Derivative financial instruments
14 32,21.12
(d) Receivables
i. Trade receivables
7 56,16.75
ii. Other receivables
T8 33,28.51
(e) Loans
9 27939,85.31
(f) Investments
10 290,44.65
(g) Other financial assets
11 396,64.89
32583,32.00
(a) Current tax assets (net)
129,98.87
(b) Deferred tax assets (net)
286,48.99
(c) Property, plant and equipment
12A 209,05.37
(d) Capital work-in-progress
12.06
(e) Other intangible assets
12B 4,12.45
(f) Other non-financial assets
13 120,76.35
750,54.09
Total assets
33333,86.09
II LIABILITIES AND EQUITY
(a) Derivative financial instruments
14 33,23.06
(b) Payables 15
(i) Trade payables
- total outstanding dues of micro enterprises and small enterprises
-
- total outstanding dues of creditors other than micro enterprises and
small enterprises 223,46.69
(ii) Other payables
-
5
(c) Debt securities
16 7341,57.87
(d) Borrowings (Other than debt securities)
17 18615,36.66
(e) Subordinated liabilities
18 1580,33.60
(f) Other financials liabilities
19 698,51.38
28526,64.15
2 Non-financial liabilities
(a) Current tax liabilities (net)
53.31
(b) Provisions
20 78,75.01
(c) Other non-financial liabilities
21 71,62.12
150,90.44
3 Equity
(a) Equity share capital
22A 608,27.69
(b) Instruments entirely equity in nature
22B 1223,00.00
(c) Other equity
2825,03.81
4656,31.50
Total liabilities and equity
33333,86.09
Statement of Profit and Loss (Rs. In Lakhs) for year ended March 31, 2021, March 31, 2020 and
March 31, 2019
N March 31, March 31, March 31,

Particulars
o. 2021 2020 2019
I. 3,84,644.4 3,69,254.9 3,13,593.0

Revenue from operations
7 2 7
II. Other income 17,788.87 15,928.03 11,352.90
III 4,02,433.3 3,85,182.9 3,24,945.9
Total revenue (I + II)
4 5 8
IV Expenses:
6
1 2,24,482.8 2,47,977.6 2,04,057.4
Finance cost
2 6 4
2 Impairment of financial instruments and other assets 85,946.89 60,438.38 28,586.90
3 Employee benefits expenses 26,668.06 24,796.89 28,470.59
4 Depreciation and amortization 5,854.56 4,563.21 1,678.49
5 Other expenses 37,569.98 44,485.63 48,364.89
IV 3,80,522.3 3,82,261.7 3,11,158.3
Total expenses
1 7 1
V Profit / (Loss) before exceptional items and tax (III-

21,911.03 2,921.18 13,787.66
IV)
VI Exceptional items
VI
Profit / (Loss) before tax (V - VI) 21,911.03 2,921.18 13,787.66
I
VI
Tax expense
II
(1) Current tax 0.00 0.00 0.00
(2) Deferred tax -3,056.60 -2,994.74 -6,600.00
Total tax expense -3,056.60 -2,994.74 -6,600.00
IX Profit / (Loss) for the period from continuing

24,967.63 5,915.92 20,387.66
. operations (VII-VIII)
X. Other comprehensive income / (loss)

(A). (i) Items that will not be reclassified to profit or
loss:
a) Remeasurement gains and (losses) on defined
-340.57 216.11 402.03
benefit obligations (net)
b) Equity instruments fair value through other
5,001.59 -1,727.01 527.67
comprehensive income
(ii) Income tax relating to items that will not be
reclassified to profit or loss
Subtotal (A) 4,661.02 -1,510.90 929.70
(B). (i) Items that will be reclassified to profit or loss:

a) Gains and (losses) in cash flow hedges -265.13 -4,388.13 -377.10
b) Debt Instruments through Other Comprehensive
20,690.45 13,623.53
Income
(ii) Income tax relating to items that will be
-3,875.54 -4,760.60
Subtotal (B) 16,549.78 4,474.80 -377.10
Total other comprehensive income/(loss) for the

21,210.80 2,963.90 552.60
period (net of tax)
XI Total comprehensive income / (loss) for the period

46,178.43 8,879.82 20,940.26
(net of tax) (IX+X)
6
TATA MOTORS FINANCE LIMITED (CIN -
U45200MH1989PLC050444)
Condensed Interim Statement of Profit and Loss for
the period ended September 30, 2021
(₹ in lakhs) (₹ in lakhs)
For the For the For the For the
quarter period quarter period
Particulars ended ended ended ended
September September September September
30, 2021 30, 2021 30, 2020 30, 2020
(a) Interest income
846,46.06 1658,75.74 861,54.40 1644,75.28
(b) Dividend income
25.75 1,78.59 61.98 61.98
(c) Rental income
15,00.03 32,20.19 14,68.17 29,44.95
(d) Net gain on fair value changes
40,90.08 59,48.29 36,80.25 51,59.12
(e) Net gain on derecognition of financial
instruments under amortised cost
97,02.56 102,77.07 5,58.73 18,37.45
category
(f) Other fees and service charges
44,56.85 82,34.51 13,50.46 16,80.90
I
Total Revenue from operations
1044,21.33 1937,34.39 932,73.99 1761,59.68
II
Other income
40,03.05 51,49.33 50,23.90 77,26.48
III Total income (I + II)

1084,24.38 1988,83.72 982,97.89 1838,86.16
IV Expenses
(a)
Finance cost
519,36.73 1073,46.57 564,06.70 1133,66.29
(b) Impairment of financial
instruments and other assets (75,52.80) 515,88.26 205,47.28 324,63.23
(c)
Employee benefits expenses
65,80.36 132,60.03 62,07.59 115,78.01
(d)
Depreciation and amortization
13,98.16 28,98.24 15,28.49 29,02.22
(e)
Other expenses
113,50.58 205,21.85 81,20.49 153,92.83
Total expenses
637,13.03 1956,14.95 928,10.55 1757,02.58
V Profit before exceptional items and

tax (III - IV) 447,11.35 32,68.77 54,87.34 81,83.58
57
VI
Exceptional items
- - - -
VII
Profit before tax (V - VI)
447,11.35 32,68.77 54,87.34 81,83.58
VIII Tax expense / (income)

Current tax
- - - -
Deferred tax
46,80.04 (103,11.14) 18,03.26 2,24.57
Total tax expense
46,80.04 (103,11.14) 18,03.26 2,24.57
IX Profit for the period from
continuing operations (VII - VIII) 400,31.31 135,79.91 36,84.08 79,59.01
X
Profit for the period
400,31.31 135,79.91 36,84.08 79,59.01
XI Other comprehensive income

i. Items that will not be
A
a. Equity Instruments
through Other Comprehensive
(1,97.55) 20,03.89 11,35.09 14,99.87
Income
ii. Income tax relating to items that will
not be reclassified to profit or loss 5,04.42 (13,02.23) - -
Subtotal (A) 3,06.87 7,01.66 11,35.09 14,99.87

i. Items that will be
B
a. Net Gains/(losses) on
cash flow hedges (6,81.22) (28.82) (1,50.20) (28,61.36)
b. Debt Instruments through
Other Comprehensive Income (33,59.59) (186,49.44) (51,60.42) (6,42.65)
ii. Income tax relating to items that will
be reclassified to profit or loss 8,45.54 46,93.69 18,03.26 2,24.57
Subtotal (B) (31,95.27) (139,84.57) (35,07.36) (32,79.44)

Other Comprehensive Income
(A + B) (28,88.40) (132,82.91) (23,72.27) (17,79.57)
XII Total comprehensive income

for the period 371,42.91 2,97.00 13,11.81 61,79.44
XIII Earnings per share of ₹ 100 each (not

annualised)
Basic (in ₹)
44.20 12.82 4.37 4.67
Diluted (in ₹)
44.20 12.82 4.37 4.67
58
Audited Cash Flow Statement for last three years
For the For the

For the
year year
N year ended
Particulars ended ended
o. March 31,
March 31, March 31,
2020
2021 2019
A. CASH FLOWS FROM OPERATING ACTIVITIES

Net Profit/(loss) before tax 21,911.03 2,921.18 13,787.66
(3471,94.7 (3445,42.2 (2999,04.9
Interest income on loans, deposits & investments
2) 5) 1)
2240,61.2 2040,57.4
Interest expenses and other finance costs 2475,17.07
1 4
Interest expense on assets taken on lease 4,21.61 4,60.59 -
Dividend income (,73.83) (4,45.47) (3,55.09)
Gain on sale of investments (68,35.31) (81,40.71) (15,70.52)
MTM on investments measured at fair value through
(50,72.03) 20,37.36 (1,65.74)
profit or loss
Allowance for loan losses (net of writeoff) 852,57.07 608,05.98 286,53.38
Allowance for doubtful loans and advances (others)
6,89.82 (3,67.60) (,66.49)
(net of writeoff)
MTM of derivatives not designated as hedges 13,96.10 4,41.96 (1,17.79)
Non cash changes in lease liabilities (1,05.42) - -
Depreciation and amortisation expense 58,54.56 45,63.21 16,78.49
Loss on sale of property, plant & equipments
(17,05.08) ,38.23 ,12.40
(including write off)
Balances written back (20,55.08) (33,00.15) (12,66.86)
(234,50.07 (552,58.03
Operating cash flows before working capital changes (380,10.61)
) )
Movements in working capital:
Trade payables 55,89.16 ,44.09 114,41.34
Other payables 25,79.58 (20,86.12) (3,78.42)
Other financial liabilities 182,97.16 188,66.66 (22,11.83)
Other non financial liabilities 35,61.40 (4,12.40) (,77.32)
Trade receivables 119,71.99 (154,35.53) (11,74.73)
Other receivables 28,33.19 (50,75.51) (7,37.25)
(469,92.05
Other financial assets (19,14.80) 4,44.02
)
Provision ,71.29 (16,14.00) 3,42.06
(2414,21.8 (9183,09.4
Loans 2741,00.82
6) 5)
Other non financial assets (36,58.69) 19,42.51 (70,06.78)
(2706,18.9 2,30,405.1 (9729,26.3
1) 2 9)
Current taxes paid (net) 44,78.70 (83,72.68) (65,86.92)
59
(2304,00.7 (2543,91.3 (2055,55.8
Interest expenses and other finance costs paid
8) 8) 4)
Interest income received on loans, deposits and 2555,06.2 2911,90.9
3384,80.36
investments 0 6
(2410,34.7 3,06,121.4 (8938,78.1
Net cash from operating activities
9) 2 9)
B. CASH FLOWS FROM INVESTING ACTIVITIES
Payments for property, plant & equipments (including
(32,10.59) (138,73.46) (76,09.39)
CWIP)
Proceeds from sale of property, plant & equipments 3,18.22 4,51.47 ,41.16
Payments for intangible assets
(74423,94. (104542,12 (17481,10.
Purchase of mutual fund units
55) .00) 00)
74492,29. 104623,52. 17496,80.
Redemption of mutual fund units
86 71 52
Proceeds from redemption of debentures - ,99.98
Investment in Trust securities (,4.58) (,20.87) (,20.86)
Proceeds from sale of assets held for sale (net of
10,86.16 - -
expenses)
Investment in equity shares (1,81.28) - -
Dividend income ,73.83 4,45.47 3,55.09
(696,59.05 (435,59.95
Deposits/restricted deposits with banks (436,97.32)
) )
Realisation of deposits/restricted deposits with banks 996,27.31 127,41.74 103,54.47
(388,68.98
Net cash used in investing activities 348,85.33 (357,12.28)
)
C. CASH FLOWS FROM FINANCING ACTIVITIES
Share issue expenses - (,15.00) (4,58.20)
Proceeds from issue of equity share capital - 150,00.00 300,00.00
Proceeds from issue of Compulsory convertible
- - 696,00.00
preference shares
20701,38. 20737,41.4 26503,19.
Proceeds from Debt securities
87 9 33
(18823,80. (23440,04. (26620,25.
Repayment of Debt securities
98) 19) 46)
Proceeds from Subordinated liabilities - 299,50.00 250,00.00
(361,00.00
Repayment of Subordinated liabilities (288,95.00) -
)
Proceeds from borrowings (other than debt 12159,27. 16029,21.4 29484,33.
securities) 51 6 55
(9890,06.9 (15132,74. (20662,29.
Repayment of borrowings (other than debt securities)
1) 69) 69)
Interest payment on purchase of Right of use assets (4,21.82) (4,60.27) -
Principal payment on purchase of Right of use assets (9,94.03) (12,67.33) -
Proceeds from issue of Perpetual debt 713,00.00 250,00.00 -
Perpetual debt issue expenses (12,74.99) (4,64.29) -
Distributions made to holders of Instruments entirely
(28,75.00) - -
equity in nature
(107,19.17
Dividend paid (18,49.99) (84,22.87)
)
60
4424,62.6 (1501,90.6 9839,20.3
Net cash used in financing activities
6 9) 6
Net (decrease)/ increase in cash and cash 2363,13.2

1202,18.45 511,73.19
equivalents (A + B + C) 6
(Rs. in lakhs)
Particulars For the year ended For the year ended For the year
March 31, 2021 March 31, 2020 ended
March 31, 2019
Cash and cash equivalents at the 1,90,297.62 700,79.17 189,05.98
beginning of the year
end of the year

Condensed Interim Cash Flow Statement for the period ended September
30, 2021
(₹ in lakhs)
For the For the
period ended period ended
Particulars
September September
30, 2021 30, 2020
A. CASH FLOW FROM OPERATING ACTIVITIES
Net profit before tax 32,68.77 81,83.58

Adjustments for:
Interest income on loans, deposits & investments (1658,75.74) (1663,12.73)
Finance costs (other than Interest expense on assets taken on lease) 1071,19.20 1131,47.13
Interest expense on assets taken on lease 2,27.37 2,19.16
Dividend income (1,78.59) (61.98)
Gain on sale of investments (31,40.35) (31,49.69)

MTM on investments measured at fair value through profit or
loss (28,07.94) (20,09.43)
Allowance for loan losses (net of writeoff) 419,67.97 319,41.79
Allowance for doubtful loans and advances (others) (net of writeoff) 19,05.64 (18.14)
Depreciation and amortization 28,98.24 29,02.22
Loss/(profit) on sale of property, plant and equipments 1,80.60 (16,42.43)
61
Balances written back - 82.61
Fair value changes on derivative instruments 1,19.82 5,90.61
Non cash changes in lease liabilities - (76.10)
Operating cash flow before working capital changes (143,15.01) (162,03.40)

Movements in working capital
Trade payables (45,05.68) 10,81.56
Other payables (13,50.35) (4,55.24)
Other financial liabilities 27,45.85 19,19.99
Other non financial liabilities (9,93.41) 6,18.01
Trade receivables (3,42.95) 146,77.63
Other receivables (1,95.39) 24,92.51
Other financial assets 118,16.18 (283,74.71)
Provisions (2,12.51) 1,27.50
Loans 1480,10.92 (991,16.67)
Non financial assets 9,87.18 (1,22.98)
1416,44.83 (1233,55.80)
Finance costs paid (1191,97.78) (1372,91.35)
Interest income received on loans, investments & deposits 1675,32.37 1319,18.97
Income taxes (paid)/refund (net) (20,04.54) (2,97.75)
Net cash generated from/(used in) operating activities 1879,74.88 (1290,25.93)
B. CASH FLOW FROM INVESTING ACTIVITIES
Purchase of property, plant and equipments and intangible

assets (8,19.47) (1965.52)
Proceeds from sale of property, plant and equipments 19,86.67 1,68.30
Purchase of mutual fund units (35266,23.67) (40303,65.15)
Redemption of mutual fund units 35297,64.02 39533,01.21
Investment in Trust securities - (4.58)
62
Proceeds from sale of assets held for sale (net of expenses) - 11,00.00
Dividend income 1,54.41 61.98
Deposits/restricted deposits with banks (284,64.18) (121,10.62)
Realisation of deposits/restricted deposits with banks 123,08.99 294,42.49
Net cash used in investing activities (116,93.23) (603,71.89)
C. CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from Debt securities 2940,70.92 13298,38.25
Repayment of Debt securities (3910,54.27) (12414,25.73)
Repayment of Subordinated liabilities (75,30.00) (211,00.00)
Proceeds from borrowings (other than debt securities) 5315,01.60 5128,63.98
Repayment of borrowings (other than debt securities) (7778,45.98) (4178,88.72)
Interest payment on purchase of Right of use assets (2,27.56) (2,15.61)
Principal payment on purchase of Right of use assets (4,64.17) (5,50.04)

Proceeds from issue of Instruments entirely equity in nature (net of
issue expenses) 255,05.45 155,66.77
Distributions made to holders of Instruments entirely equity in
nature (27,73.25) (11,50.00)
Dividend paid (including Dividend distribution tax) (55,30.08) (18,50.00)
Net cash (used in)/generated from financing activities (3343,47.34) 1740,88.90
Net decrease in cash and cash equivalents (A + B + C) (refer note below) (1580,65.69) (153,08.92)
(₹ in lakhs)
For the For the
Particulars
September September
30, 2021 30, 2020
Cash and cash equivalents at the beginning of the period

4266,10.87 1902,97.62
Cash and cash equivalents at the end of the period (Refer Note 5)
2685,45.18 1749,88.70
63
Note: The detailed financials of the company along with auditor report are attached/provided
separately.
Key Operational and Financial Parameters:
Sep 2021 2020-21 2019-20 2018-19

Balance Sheet
Net Fixed assets 21,330 24,045 21,502 10,306
Current assets 20,72,704 21,56,390 15,34,699 11,93,044
Non-current assets 12,39,352 15,01,106 16,18,206 20,88,371
Total assets 33,33,386 36,81,541 31,74,407 32,91,721
Non-Current Liabilities
Financial (borrowings, trade payables,

and other financialliabilities) 13,07,689 14,25,013 13,69,748 14,03,262
Provisions 7,733 7,945 7,538 12,288
Deferred tax liabilities (net) - - - -
- -
Other non-current liabilities - -
Current Liabilities
(including maturities of long-term
borrowings)
15,44,975 17,92,100 14,54,834 15,73,453
and other financial liabilities)
142 142 137 134
Provisions
53 53 53 52
Current tax liabilities (net)
7,162 8,156 5,443 5,856
Other current liabilities
Equity (equity and other equity) 4,65,632 4,48,132 3,36,654 2,96,676

Total equity and liabilities 33,33,386 36,81,541 31,74,407 32,91,721
Profit and Loss
Total 1,93,734 3,84,644 3,69,255 3,13,593
reven
ue
5,149 17,789 15,928 11,353
From operations
64
Other income
Total Expenses 1,95,615 3,80,522 3,82,262 3,11,158

Total comprehensive income 297 46,178 8,880 20,940
Profit / loss
(13,283) 21,211 2,964 553
Other comprehensive income
Profit / loss after tax 13,580 24,968 5,916 20,388
Earnings per equity share:
(a) basic; and 12.82 per 26.21 per 7.07 per share 27.59 per
share share share
7.07 per share
(b) diluted 12.82 per 26.21 per 27.59 per
share share 7.07 per share share
12.82 per 26.21 per - 27.59 per

Continuing operations
share share share
7.07 per share
- - -
Discontinued operations
12.82 per 26.21 per 27.59 per
Total Continuing and share share
discontinued operations share
Cash Flow
Net cash generated from operating activities 1,87,974 (2,41,035) 3,06,121 (8,93,878)
Net cash used in / generated from (11,693) 34,885 (35,712) (38,869)
investing activities
Net cash used in financing activities (3,34,347) 442,463 (150,191) 9,83,920
Cash and cash equivalents 2,68,545 426,611 190,298 70,079
Balance as per statement of cash flows (1,58,066) 236,313 120,218 51,173
Additional information
Net worth 4,65,632 4,48,132 3,36,654 2,96,676
Cash and Cash Equivalents 2,68,545 426,611 190,298 70,079
Current Investments - - - -
Assets Under Management (Net of 27,93,985 30,04,816 27,35,733 30,40,680
Provision)
Off Balance Sheet Assets NA NA NA NA
Total Debts to Total assets 0.83: 1 0.84 : 1 0.87 : 1 0.89 : 1
Debt Service Coverage Ratios NA NA NA NA
Interest Income 1,65,876 347,195 3,44,542 2,99,905
Interest Expense 1,07,347 224,483 247,978 2,04,057
Interest service coverage ratio NA NA NA NA
65
Provisioning & Write-offs 51,588 85,947 60,438 28,587
Bad debts to Account receivable ratio NA NA NA NA
Gross NPA (%) 9.32% 5.61% 5.89% 2.92%
Net NPA (%) 7.03% 3.97% 5.10% 1.52%
Tier I Capital Adequacy Ratio (%) 12.81% 13.17% 12.87% 10.93%
Tier II Capital Adequacy Ratio (%) 7.54% 6.19% 3.98% 4.32%
-Summary of reservations or qualifications or adverse remarks of auditors in the last three years and
their impact on the financial statements and financial position of TMFL and the corrective steps
taken and proposed to be taken by TMFL for each of the said reservations or qualifications or
adverse remark.
For FY 18-19:
NIL For FY 19-
20: NIL For FY
20-21: NIL
66
(VII) BRIEF HISTORY, CAPITAL STRUCTURE, PURPOSE AND OBJECTS OF THE ISSUE
Brief History
The Company was incorporated on January 24, 1989 with the Registrar of Companies, Mumbai,
Maharashtra (Registration Number CIN: U45200MH1989PLC050444). The Registered Office of the
Company is situated at Sir H.C. Dinshaw Building, Office No. 14, 4th Floor, 16 Horniman Circle, Fort,
Mumbai-400 001.
The name of company has been changed to Tata Motors Finance Limited w.e.f. June 30, 2017
TMFL has been registered with the RBI as a Systemically Important Non-Deposit Accepting Non-
Banking Financial Company classified as Investment & Credit Company (NBFC-ICC).
1. Details of Share Capital as on September 30, 2021
Particulars Aggregate Nominal Value

(in Rs.)
Share Capital
Authorized
12,00,00,000 Equity shares of Rs. 100 each 12,00,00,00,000
8,00,00,000 Preference Shares of Rs. 100 each 8,00,00,00,000
Issued
60,827,689 Equity Shares of Rs. 100 each 60,82,768,900
7,23,00,000 Compulsorily Convertible Preference Shares of Rs. 100 each 723,00,00,000
Subscribed & Paid Up

7,23,00,000 Compulsorily Convertible Preference Shares of Rs. 100 each 7,23,00,00,000
2. Changes in its Capital Structure for the Last Five years:-
Date of Change
Amount & Particulars
(AGM/EGM)
Allotment of 24,42,996 Equity Shares of Rs. 100/- each at a price of Rs. 614/- each
June 29, 2019
aggregating to Rs. 149,99,99,544/-
Allotment of 22,55,639 Equity Shares of Rs. 100/- each at a price of Rs. 665/- each
March 18, 2019
67
February 28, Allotment of 22,55,639 Equity Shares of Rs. 100/- each at a price of Rs. 665/- each
2019 aggregating to Rs. 149,99,99,935/-
Allotment of 1,85,00,000 Non-Cumulative, Non-Participating Compulsorily Convertible
September 18, Preference Shares (CCPS) of Rs. 100/- each at price of Rs. 200/- each shares
2018 aggregating to Rs. 370,00,00,000/-
Allotment of 1,63,00,000 Cumulative, Non-Participating Compulsorily Convertible

June 12, 2018 Preference Shares (CCPS) of Rs. 100/- each at price of Rs. 200/- each shares
Memorandum of Association was modified for the re-classification the Authorized Share
Capital of the Company
from
the existing Rs.2000,00,00,000/- (Rupees Two Thousand Crore) divided into
15,00,00,000 (Fifteen Crore) Equity shares of Rs.100/- each and 5,00,00,000 (Five Crore)
Preference shares of Rs. 100/- each
June 06, 2018

to
Rs.2000,00,00,000/- (Rupees One Thousand and Five Hundred Crore only) divided into
12,00,00,000 (Twelve Crores) Equity shares of Rs. 100/- each for an aggregate amount
of Rs. 1200,00,00,000/- (Rupees One Thousand Twelve Hundred Crore) and
8,00,00,000 (Eight Crore) Preference shares of Rs. 100/ of an aggregate amount of Rs.
800,00,00,000 (Rupees Five Hundred Crores).
Allotment of 15,000,000 Cumulative, Non-Participating Compulsorily Convertible

March 31, 2018 Preference Shares (CCPS) of Rs. 100/- each at price of Rs. 200/- each shares aggregating
to Rs. 30,00,000,000/-
Allotment of 47,24,409 Equity Shares of Rs. 100 each at price of Rs. 635/- each shares
January 12, 2018
Allotment of 39,826,990 Equity Shares of Rs. 100/- each at price of Rs. 578/- each
March 31, 2017 shares aggregating to Rs. 23,020,000,220/-
Allotment of 22,500,000 Cumulative, Non-Participating Compulsorily Convertible

Preference Shares (CCPS) of Rs. 100/- each at price of Rs. 200/- each shares
March 31, 2017
Allotment of 17,30,104 Equity Shares of Rs. 100/- each at price of Rs. 578/- each shares
March 31, 2017 aggregating to Rs. 100,00,00,112/-
Memorandum of Association was modified to increase the Authorized Capital of the

March 20, 2017 Company
68
from the existing Rs.76,50,00,000/- (Rupees Seventy Six Crores and Fifty Lakhs divided
into 76,50,000 (Seventy Six Lakhs Fifty Thousand) Equity shares of Rs.100/- each to
Rs.1500,00,00,000/- (Rupees One Thousand and Five Hundred Crore only) divided into
10,00,00,000 (Ten Crores) Equity shares of Rs. 100/- each of an aggregate amount of
Rs. 1000,00,00,000/- (Rupees One Thousand Crore) and 5,00,00,000 (Five Crore)
Preference shares of Rs. 100/- each of an aggregate amount of Rs. 500,00,00,000
(Rupees Five Hundred Crores).
Allotment of 91,912 Equity Shares of Rs. 100/- each at price of Rs. 544/- each shares
January 2, 2017
Memorandum of Association was modified to increase the Authorized Capital of the

Company from the existing Rs. 75,00,00,000 (Rupees Seventy-Five Crore Only) divided
Sept 19, 2016
into 75,00,000 Equity Shares of Rs 100 each to Rs. 76,50,00,000 (Rupees Seventy-Six
Crore and Fifty Lakh Only) divided into 76,50,000 Equity Shares of Rs.100 each”
Note: The authorized equity share capital of Rs. 500 crores was transferred from TMF Holdings Limited
to the Company pursuant to the order of National Company Law Tribunal (NCLT) dated April 06, 2017
and accordingly authorized equity share capital of the Company was increased by Rs. 500 crores.
3. Share Capital History of the Company on last quarter end, for the last
five years:-
Date Of No of Face Issue Form of Nature Type Re

Allotment Shares Value Price Considera Of mark
Allotted (In Rs.) (In Rs.) tion Allotm s
(In Rs.) ent
No of Share Share
Shares Capital Premium
June 29, 24,42,996 Rs.100/- Rs. Cash Demat 24,42,996 24,42,9 125,56,99,94
2019 Equity 614/- 149,99,99 9,600 4
Shares each ,544/-
March 18, 22,55,639 Rs.100/- Rs. Cash Demat 22,55,639 22,55,6 127,44,36,03
2019 Equity 665/- 149,99,99 3,900 5
Shares each ,935/-
Feb 28, 22,55,639 Rs.100/- Rs. Cash Demat 22,55,639 22,55,6 127,44,36,03
2019 Equity 665/- 149,99,99 3,900 5
Shares each ,935/-
Sept 18, 1,85,00,0 Rs.100/- Rs.200/- Cash Rs. Demat 1,85,00,00 185,00, 185,00,00,00
2018 00 CCPS each 370,00,00 0 00,000 0
of Rs. ,000/-
100/-
each at
69
price of
Rs. 200/-
each
shares
aggregati
ng to Rs.
370,00,00
,000
June 12, 1,63,00,0 Rs.100/- Rs.200/- Cash Rs. Demat 1,63,00,00 163,00, 163,00,00,00
2018 00 CCPS 326,00,00 0 00,000 0
of Rs. ,000/-
100/-
each at
price of
Rs. 200/-
each
shares
aggregati
ng to Rs.
326,00,00
,000/-
March 31, 1,50,00,0 Rs.100/- Rs.200/- Cash Rs. Demat 1,50,00,00 150,00, 150,00,00,00
2018 00 CCPS 300,00,00 0 00,000 0
of Rs. ,000/-
100/-
each at
price of
Rs. 200/-
each
shares
aggregati
ng to Rs.
300,00,00
,000/-
January 47, 24, Rs.100/- Rs. Cash Rs. Demat 47, 24, 409 47, 24, 252,75,58,81
12, 2018 409 635/- 299, 99, 40,900 5
Equity 99, 715/-
Shares of
Rs.100/-
each
March 31, 39,826,99 Rs.100/- Rs. 39,826,990 398,26, 1903,73,01,2
Cash Rs.
2017 0 Equity 578/- 99,000 20
23,020,00
Shares of Demat
0,220/-
Rs. 100/-
each
70
March 31, 22,500,00 Rs.100/- Rs.200/- 22,500,000 225000 2250000000
2017 0 0000
Cumulativ
e, Non-
Participati
ng
Compulso Cash Rs.
rily 45,00,000 Demat
Convertib ,000/-
le
Preferenc
e Shares
(CCPS) of
Rs. 100/-
each
March 31, 17,30,104 Rs.100/- Rs.578/- 17,30,104 17,30,1 82,69,89,712
Cash
2017 Equity 0,400
Rs.
Shares of Demat
100,00,00
Rs.100/-
,112/-
each
January 2, 91,912 Rs.100/- Rs.544/- 91,912 91,91,2 4,08,08,928
2017 Equity Cash Rs. 00
Shares of 5,00,00,1 Demat
Rs. 100/- 28/-
each
Share 75,00,000 Rs.100/- Cash of Demat 75,00,000 75,00,0 0
capital of Equity Rs. 0,000
the Shares of 75,00,00,
Company Rs.100/- 000/-
as on the each
date of
acquisitio
n of
Sheba
Propertie
s Limited
by TMF
Holdings
Limited
(formerly
known as
Tata
Motors
Finance
Limited)
71
Note: We have not issued any securities for consideration other than cash
Details of any Acquisition or Amalgamation with any entity in last 1 year – As on September 30, 2021
Nil
Details of any Reorganistion or Reconstruction in last 1 year – As on September 30, 2021

Nil
4. Share holding pattern of the Company as on September 30, 2021:
Equity Share Capital:
Name of the Shareholder Total Number of Amt paid up No. of % of

Shares held (Rs) shares in Total
demat form
TMF Holdings Limited 59,005,666 59,00,566,600 59,005,666 97.00
TMF Holdings Limited J/W Mr. 1 100 1
Shyam Mani
Rohit Sarda
Vinay Lavannis
Anand Bang
Samrat Gupta
P.B. Balaji
Alok Chadha
Tata Motors Finance Solutions 1,822,016 1,82,201,600 1,822,016 3.00
Limited
TOTAL 60,827,689 60,82,768,900 60,827,689 100.00
PREFERENCE SHARE CAPITAL:

No of
Number of Amt paid up % of
Particulars shares in
Shares held (Rs) Total
demat
from
Promoters’ holding :
Indian :
Individual 0 0 0 Nil
Bodies Corporate 56,000,000 56,00,000,000 56,000,000 77.46
Sub Total 56,000,000 56,00,000,000 56,000,000 77.46
72
Foreign Promoters 0 0 0 0
Sub Total (A) 56,000,000 56,00,000,000 56,000,000 77.46
Non- Promoters’ holding :
Body Corporate 14,425,000 14,42,500,000 14,425,000 19.95
Directors and Relatives 0 0 0 0
Individuals 1,875,000 1,87,500,000 1,875,000 2.59
Sub Total(B) 16,300,000 16,30,000,000 16,300,000 22.54
TOTAL 72,300,000 72,30,000,000 72,300,000 100.00
No pledge and encumbrance of shares by the promoters as of September 30, 2021
5. List of top Ten holders of Equity Shares of TMFL as on September 30, 2021:
Sr. Name and address of the Total No. of Equity No Of Shares In Percentage
No. Shareholder Shares held Demat Form (%) to Capital
1 TMF Holdings Limited 59,005,673 59,005,673 97
2 Tata Motors Finance Solutions
Limited
1,822,016 1,822,016 3
Total 60,827,689 60,827,689 100.00
73
(VIII) DISCLOSURES ON EXISTING FINANCIAL INDEBTEDNESS
Details of borrowing outstanding as of September 30, 2021 (Rs in Crs):

1. Details of Secured
Borrowings Cash Credit facilities (INR
Crores)-
Type of Sanction
Lender`s Name Principal Outstanding
Facility Amount
Cash Credit
Axis Bank 10 -
Cash Credit
Bank of India 100 -
Cash Credit
Bank of Baroda 350 -
Cash Credit
Bank of Maharashtra 5 -
Cash Credit
Canara Bank 199 -
Cash Credit
Central Bank of India 80 72
Cash Credit
Deutsche Bank 3 -
Cash Credit
DBS Bank 100 -
Cash Credit
Dhanlaxmi Bank - -
Cash Credit
HDFC Bank 50 -
Cash Credit
ICICI Bank 5 -
Cash Credit
IDFCFirst Bank 16 -
Cash Credit
Indusind Bank - -
Cash Credit
Punjab National Bank 320 300
Cash Credit
RBL Bank 180 -
Cash Credit
State Bank of India 900 235
Cash Credit
South Indian Bank - -
Cash Credit
Standard Chartered Bank 200 -
74
Cash Credit
UCO Bank - -
75
Cash Credit
Union Bank of India 50
Total 2,568 607
2. Details of WCDL facilities as part of CC limits :
Type of Sanction Principal Last Repayment

Lender`s Name
Facility Amount Outstanding Date
Secured
40
Bank of India WCDL 150 18-Oct-21
Secured
148
HDFC Bank WCDL 150 6-Oct-21
Secured
140
Bank of Maharashtra WCDL 45 1-Oct-21
Secured
160
Dhanlaxmi Bank WCDL 85 21-Oct-21
Secured
210
South Indian Bank WCDL 100 22-Oct-21
Secured
120
Punjab National Bank WCDL 480 26-Oct-21
Secured
100
UCO Bank WCDL 100 27-Oct-21
Secured
480
Union Bank of India WCDL 150 4-Nov-21
Secured
100
State Bank of India WCDL 100 4-Nov-21
Secured
100
Axis Bank WCDL 50 17-Nov-21
Secured
45
DBS Bank WCDL 100 15-Nov-21
Secured
100
IDFCFirst Bank WCDL 100 30-Dec-21
Secured
190
South Indian Bank WCDL 50 28-Dec-21
Secured
90
ICICI Bank WCDL 195 17-Feb-22
Secured
150
Indusind Bank WCDL 90 23-Mar-22
Secured
100
IDFCFirst Bank WCDL 150 22-Mar-22
Secured
150
Central Bank of India WCDL 120 27-Sep-22
Secured
50
HDFC Bank WCDL 100 6-Oct-21
76
Secured
100
Union Bank of India WCDL 300 28-Oct-21
TOTAL 2,615 2,615
Unsecured WCDL facilities as part of CC limits (INR Crores):
Type of Sanction Principal Last Repayment

Lender`s Name
Unsecured
CITI Bank 100 100 27-Dec-21
WCDL
Barclays PLC Unsecured
2
Bank WCDL
TOTAL 102 100
CC/ WCDL lines are interchangeable except mentioned below
SBI Rs 500 Crs earmarked as CP

CAN Rs 200 Crs of Canara Bank's CC/WCDL limit includes BG subliit of Rs 1 Cr
IDFC Includes Rs. 50 cr as Sub limit of CC/OD. Total WCDL/FCNR/FCDL limit is Rs. 300 cr
IDFC Interchangeable with BG
IDFC FX limit is Rs 25 Crs, which is over and above the existing limit
IDFC IDFC Rs 100 Crs WCDL, is FCNR, fully hedged
DBS CC Limit of Rs 25 Crs is a sublimit of WCDL Limit is Rs 200
CBI CC Limit is of Rs 40 Crs and WCDL Limit is of Rs 160 Crs
Indus CC Limit of Rs 4 Crs is a sublimit of WCDL Limit is Rs 10
ICICI Rs 200 Crs facility is CC/WCDL/OTSTL
HDFC Rs 100 Crs is WCL facility
CITI CITI Bank's Rs 100 Crs is unsecured WCDL facility
Rs 1.20 Crores STL facility and Rs 80 Lakhs OD Facility is sublimit of Rs 2 Crore
BAR Unsecured Multi Optional Facility
UBI & e Corporation limit is LoC limit with STL as sublimit and Rs 150 Crs as BG
UBI sublimit of overall limit of Rs 500 Crs.
3. Secured Term Loans as on September 30, 2021 in Crs:
Principal Last Repayment

Lender`s Name Sanction Amount
Outstanding Date
Axis Bank 100 100 30-Dec-22
Bank of Baroda 131 131 19-Mar-23
Bank of Baroda 143 143 29-Jun-26
Bank of Baroda 350 350 26-May-26
Bank of India 50 50 28-Dec-21
77
Bank of India 200 200 24-Mar-22
Bank of India 500 500 5-Oct-23
Bank of India 600 600 31-Dec-23
Bank of India 200 200 8-Feb-24
Bank of Maharashtra 133 133 26-Aug-23
Bank of Maharashtra 257 257 14-Sep-24
Bank of Bahrain & Kuwait BSC 55 55 28-May-24
Canara bank 5 5 28-Dec-21
Canara bank 10 10 30-Mar-22
Canara bank 60 60 28-Feb-23
Canara bank 195 195 28-Mar-23
Canara bank 240 240 28-Jun-23
Central Bank of India 88 88 24-Feb-25
Central Bank of India 175 175 20-Mar-25
Central Bank of India 142 142 18-Dec-25
Central Bank of India 300 -
Union Bank of India (e-Corporation
Bank) 50 50 26-Mar-23
Union Bank of India (e-Corporation
Bank) 125 125 12-Sep-23
Deutsche Bank 400 400 1-Oct-24
The Federal Bank 33 33 29-Jun-22
The Federal Bank 100 100 1-Nov-22
The Federal Bank 200 200 10-Nov-23
HDFC Bank 57 57 26-Apr-22
HDFC Bank 167 167 26-Mar-24
Indian Bank 200 200 26-Sep-23
Indian Bank 165 165 30-Mar-25
Indian Bank 265 265 27-Apr-25
ICICI Bank 200 200 28-Mar-22
Karnataka Bank 200 -
MUDRA 17 17 10-Oct-21
Punjab National Bank ( e-OBC) 13 13 29-Dec-21
Punjab National Bank ( e-OBC) 19 19 27-Mar-22
Punjab National Bank ( e-OBC) 131 131 17-Jun-24
Punjab National Bank 500 500 28-Sep-23
SIDBI 210 210 10-May-24
SIDBI 300 300 10-Jun-24
State Bank of India 172 172 30-Jun-24
State Bank of India 463 463 27-Jul-24
UCO Bank 100 100 31-Dec-23
78
UCO Bank 180 180 23-Feb-26
Ujjian Small Finance Bank Ltd 50 50 30-Mar-24
Ujjian Small Finance Bank Ltd 50 50 28-Apr-24
Union Bank of India 200 200 27-Dec-21
Union Bank of India 75 75 27-Mar-22
Union Bank of India 125 125 19-Mar-23
Union Bank of India 80 80 6-Jul-25
Vijaya Bank (now BOB) 50 50 21-Mar-22
Vijaya Bank (now BOB) 50 50 23-Mar-22
Vijaya Bank (now BOB) 400 400 4-Aug-23
Total 11,036 10,536
ECB & FCNR Loans
Principal Last Repayment

Lender`s Name Sanction Amount
Outstanding Date
Australia & New Zealand Bank 432 432 29-Aug-22
Barclays PLC Bank 209 209 25-Apr-22
CTBC Bank 144 144 29-Aug-22
DBS Bank 105 105 25-Apr-22
DBS Bank 105 105 25-Apr-22
Korean Development Bank 72 72 29-Aug-22
IFC 359 359 25-Nov-24
IFC 180 180 25-Nov-24
IFC 180 180 25-Nov-24
Total 1,786 1,786
IFC USD 100 mn ECB and

Others USD 150 mn ECB
BOM – Dropline CC Facility
UBI - Rs 500 Crs is LOC/STL facility
Note 1: Security created on the secured loans and secured CC and WCDL as First Pari passu charge
(along with other lenders) on the current assets and receivables of the Company by way of Security
Trustee Agreement cum Deed of Hypothecation dated January 12, 2007, amendatory agreement
dated January 20, 2009, supplement security Trustee Cum Deed of Hypothecation Agreement dated
November 16, 2018 and the Amendment Agreement dated 9th December 2020.
Note 2: The CC lines have no Repayment date, they are repayable on demand.
Note: 3: The Security for ECB of USD 100 Million from IFC is by way of Deed of Hypothecation executed
on December 22, 2020
79
4. Details of Unsecured Loan Facilities in Crs as on September 30, 2021 ( Rs. In Crores):-
Lender`s Name Type of Sanction Principal Last Repayment

Bank of Baroda Term Loan 25 25 28-Dec-2021
Total 125 125
5. Details of Secured Listed NCD’s in Crs as on September 30, 2021
Debenture Tenor Coupon Allotm Redemp Credit Nature Security

Series (Yrs) (Annual) Amou ent tion Rating
nt Date Date
TMFL NCD I 3 9.85% 75 04- 04-Dec- CARE AA- Secured Secured by
FY 2018-19 Dec-18 21 /Stable way of First
TMFL NCD 3 9.25% 26 28- 28-Dec- CARE AA- Secured
parri passu
K FY 2018- Dec-18 21 /Stable
19 charge on
TMFL NCD 3 8.50% 500 15- 15-May- ICRA AA- Secured specific
A FY 2020- May- 23 /Stable immovable
21 20 property of
TMFL NCD 3 8.75% 500 21- 21-May- ICRA AA- Secured the
B FY 2020- May- 23 /Stable
Company.
21 20
TMFL NCD 3 8.65% 500 12- 27-Mar- CARE AA- Secured and First Pari
C FY 2020- Jun-20 23 /Stable passu charge
21 (along with
TMFL NCD 1.5 7.50% 50 07-Jul- 03-Jan- CRISIL AA- Secured other
E FY 2020- 20 22 /Stable lenders) on
21
the specified
TMFL NCD 1.5 7.00% 100 30- 31-Mar- CRISIL AA- Secured
F FY 2020- Sep-20 22 /Stable receivables
21 of the
TMFL NCD 1.5 6.75% 100 29- 28-Apr- CRISIL AA- Secured Company
G FY 2020- Oct-20 22 /Stable
21
TMFL NCD 2 7.00% 180 29- 28-Oct- CRISIL AA- Secured
H FY 2020- Oct-20 22 /Stable
21
Total NCDs 2,031
80
6. Details of Secured Listed ZCD’s in Crs as on September 30, 2021 (Maturity value)
Redemp
Debentur Tenor Coupon Allotment Credit
tion Nature Security
e Series (Yrs) (Annual) Amount Date Rating
Date
Secured by way of First
parri passu charge on
specific immovable
property of the
TMFL CARE
06-Nov- 27-Dec- Company. and First Pari
NCD F FY 3 9.85% 47 AA- Secured
18 21 passu charge (along
2018-19 /Stable
with other lenders) on
the specified
receivables of the
Company
Total 47
Note : Secured NCDs are secured by way of First pari passu charge on specific immovable property of the
Company and First Pari passu charge (along with other lenders) on the specified receivables of the
Company by way of Debenture Trust Deed dated June 18, 2018 as amended via the supplementary deed
executed between the Company and the debenture trustee, on March 10, 2021.
Details of Unsecured redeemable Non Convertible Debentures as on September 30, 2021:
Debenture Series Tenor Coupon Allotment Redemption Credit Nature

(Yrs) (Annual) Amount Date Date Rating
TMFL Unsecured 2 7.00% 400 20-Apr-21 27-Feb-23 CRISIL Unsecured
NCD A FY 21-22 AA-
/Stable
TMFL Unsecured 3 6.30% 400 31-May-21 31-May-24 CRISIL Unsecured
NCD B FY 21-22 AA-
/Stable
TMFL Unsecured 3 7.15% 525 25-Jun-21 25-Jun-24 CRISIL Unsecured
NCD C FY 21-22 AA-
/Stable
Total NCDs 1,325
7. Details of Commercial Paper:-

The total Face Value of Commercial Papers Outstanding as on September 30, 2021:
Sr. No ISIN of CP Maturity

Date Amount
81
1.
INE601U14GE7 15/Oct/21 100
2.
INE601U14GE7 15/Oct/21 200
3.
INE601U14GE7 15/Oct/21 25
4.
INE601U14GI8 16/Nov/21 100
5.
INE601U14GI8 16/Nov/21 250
6.
INE601U14GJ6 10/Nov/21 50
7.
INE601U14GJ6 10/Nov/21 100
8.
INE601U14GJ6 10/Nov/21 200
9.
INE601U14GK4 18/Nov/21 50
10.
INE601U14GK4 18/Nov/21 20
11.
INE601U14GK4 18/Nov/21 5
12.
INE601U14GS7 20-Dec-21 200
13.
INE601U14GR9 28-Dec-21 50
14.
INE601U14GR9 28-Dec-21 200
15.
INE601U14GT5 11-Jan-22 200
16.
INE601U14GU3 25-Jan-22 200
17.
INE601U14HC9 22-Feb-22 125
18.
INE601U14HC9 22-Feb-22 75
19.
INE601U14HB1 21-Feb-22 35
20.
INE601U14HB1 21-Feb-22 65
21.
INE601U14HB1 21-Feb-22 50
22.
INE601U14HB1 21-Feb-22 25
23.
INE601U14HF2 28-Mar-22 100
24.
INE601U14HF2 28-Mar-22 50
25.
INE601U14HF2 28-Mar-22 50
82
26.
INE601U14HG0 2-Mar-22 175
27.
INE601U14HD7 8-Mar-22 150
28.
INE601U14HE5 11-Mar-22 100
29.
INE601U14HE5 11-Mar-22 75
30.
INE601U14HH8 20-May-22 200
31.
INE601U14HH8 20-May-22 50
32.
INE601U14HH8 20-May-22 50
33.
INE601U14HI6 9-Jun-22 100
34.
INE601U14HJ4 15-Jun-22 125
35.
INE601U14HJ4 15-Jun-22 100
36.
INE601U14HJ4 15-Jun-22 75
37.
INE601U14HK2 12-Aug-22 200
38.
INE601U14HL0 10-Aug-22 100
Total 4025
All CPs are listed on NSE
8. Details of Unsecured redeemable Non Convertible Subordinated Debentures as Tier II as

on September 30, 2021
(Rs in Crs)
Debenture Tenor in Coupon Amount Allotment Redemption Credit Rating Nature

Series Years (Annual) Date Date
Series B 10 11.00% 69 02-Mar-12 02-Mar-22 CRISIL AA- Unsecured
(11-12) /Stable &
ICRA AA-
/Stable
Series C 10 11.00% 10 26-Mar-12 26-Mar-22 CRISIL AA- Unsecured
(11-12) /Stable &
ICRA AA-
/Stable
Series A 10 11.00% 37 22-May-12 22-May-22 CRISIL AA- Unsecured
(12-13) /Stable &
ICRA AA-
/Stable
83
Series B 10 10.65% 25 03-Aug-12 03-Aug-22 CRISIL AA- Unsecured
(12-13) /Stable &
ICRA AA-
/Stable
Series C 10 10.46% 28 28-Dec-12 28-Dec-22 CRISIL AA- Unsecured
(12-13) /Stable &
ICRA AA-
/Stable
Series B 10 9.85% 100 24-May-13 24-May-23 CRISIL AA- Unsecured
(13-14) /Stable &
ICRA AA-
/Stable
Series A 10 10.15% 55 28-May-13 28-May-23 CRISIL AA- Unsecured
(13-14) /Stable &
ICRA AA-
/Stable
Series A 10 10.60% 25 12-Sep-14 12-Sep-24 CRISIL AA- Unsecured
(14-15) /Stable &
ICRA AA-
/Stable
Series B 10 10.35% 60 26-Sep-14 26-Sep-24 CRISIL AA- Unsecured
(14-15) /Stable &
ICRA AA-
/Stable
Series C 10 9.70% 150 19-Dec-14 19-Dec-24 CRISIL AA- Unsecured
(14-15) /Stable &
ICRA AA-
/Stable
Series A 10 8.35% 50 13-Nov-17 13-Nov-27 CARE AA- Unsecured
(17-18) /Stable &
ICRA AA-
/Stable
Series B 10 9.00% 200 28-Mar-18 28-Mar-28 CARE AA- Unsecured
(17-18)* /Stable &
ICRA AA-
/Stable
Series A 10 10.00% 100 31-Aug-18 31-Aug-28 CARE AA- Unsecured
(18-19)* /Stable &
ICRA AA-
/Stable
Series B 10 10.00% 150 29-Mar-19 29-Mar-29 CARE AA- Unsecured
(18-19) /Stable &
ICRA AA-
/Stable
Series A 10 10.25% 100 30-Apr-19 30-Apr-29 CARE AA- Unsecured
(19-20)* /Stable &
ICRA AA-
/Stable
Series B 10 9.95% 200 31-May-19 31-May-29 CARE AA- Unsecured
(19-20) /Stable &
ICRA AA-
/Stable
84
Total 1,360
*Unlisted
9. Details of Unsecured Listed Non-Convertible Subordinated Perpetual Debentures as Tier I

& Tier II as on September 30, 2021
Debenture Series Tenor Coupon Amount Allotment Redemption Credit Nature
(Annual) Date Date* Rating
Series A (FY 12-13) Perpetual 11.50% 27 30-May- 30-May-22 CRISIL Unsecured
12 A/Stable
& ICRA
A/
Stable
Series B (FY 12-13) Perpetual 11.25% 73 28-Jun-12 28-Jun-22 CRISIL Unsecured
A/Stable
& ICRA
A/
Stable
Series B (FY 13-14) Perpetual 11.33% 22 23-May- 23-May-23 CRISIL Unsecured
13 A/
Stable &
ICRA A/
Stable
Series A (FY 13-14) Perpetual 11.03% 53 28-May- 28-May-23 CRISIL Unsecured
13 A/
Stable &
ICRA
A/Stable
Series A (FY 14-15) Perpetual 11.10% 50 05-Sep-14 05-Sep-24 CRISIL Unsecured
A/
Stable &
ICRA A/
Stable
Series A (FY 19-20)* Perpetual 11.50% 100 18-Jun-19 18-Jun-29 ICRA A/ Unsecured
Stable
Series B (FY 19-20)* Perpetual 11.50% 60 01-Nov- 01-Nov-29 ICRA A/ Unsecured
19 Stable
Series C (FY 19-20)* Perpetual 11.50% 45 21-Nov- 21-Nov-29 ICRA A/ Unsecured
19 Stable
Series D (FY 19-20)* Perpetual 11.50% 45 18-Dec-19 18-Dec-29 ICRA A/ Unsecured
Stable
Series A FY 20-21* Perpetual 10.50% 15 14-Jul-20 14-Jul-30 ICRA A/ Unsecured
Stable
Series B FY 20-21* Perpetual 10.25% 43 09-Sep-20 09-Sep-30 ICRA A/ Unsecured
Stable
85
Series C FY 20-21* Perpetual 10.25% 100 24-Sep-20 24-Sep-30 ICRA A/ Unsecured
Stable
Series D FY 20-21* Perpetual 9.75% 85 11-Nov- 11-Nov-30 ICRA A/ Unsecured
20 Stable
Series E FY 20-21* Perpetual 9.75% 100 03-Dec-20 03-Dec-30 ICRA A/ Unsecured
Stable
Series F FY 20-21* Perpetual 9.60% 60 21-Dec-20 21-Dec-30 ICRA A/ Unsecured
Stable
Series G FY 20-21* Perpetual 9.55% 100 19-Jan-21 19-Jan-31 ICRA A/ Unsecured
Stable
Series H FY 20-21* Perpetual 9.55% 210 02-Mar- 02-Mar-31 ICRA A/ Unsecured
21 Stable
CRISIL
Series A FY 21-22* Perpetual 9.10% 260 15-Jun-21 15-Jun-31 A/ Unsecured
Stable
Total 1,448
* Classified as equity.
Note - Redemption dates of Perpetual NCD are call option dates.
10. Details of Other Borrowings of the Company as of September 30, 2021 in

Crs:- Funded
Amt
Instrument Amount Repayment Credit Secured /
Type Sanctioned Security
Name Outstanding Date Rating Unsecured
/ Issues
Oct 11,
13 2021 Unrated Unsecured Unsecured
HSBC
Credit Card 60
CC Nov 11,
11 2021 Unrated Unsecured Unsecured
Total 60 24
Other Borrowings (INR Crores) -
Type Amount Outstanding
Collateral Debt Obligation 2039
Debt portion of Compulsory Convertible Preference
121
shares
2160
i. List of Top 10 Debenture Holders (NCD, ZCB, PD and Tier II – Face Value) as on September 30,
2021:-
Sr. Name of Debenture Holders Amount in % of total

No. Crs NCS
Outstandin
g
1 STATE BANK OF INDIA 1000 16%
2 TMF HOLDINGS LIMITED 647 10%
86
3 ICICI MUTUAL FUND 500 8%
4 BANK OF BARODA 500 8%
5 AXIS MUTUAL FUND 350 6%
6 HDFC MUTUAL FUND 277 4%
7 UTI MUTUAL FUND 250 4%
8 ADITYA MUTUAL FUND 200 3%
9 HDFC LIFE INSURANCE COMPANY LIMITED 100 2%
10 NOMURA CAPITAL (INDIA) PRIVATE LIMITED 80 1%
Tota
l 3,904
Details of Non-Fund Based Borrowings as of September 30, 2021: (Rs in Crs)
Bank Name Sanction Utilized Un-Utlized
Bank of India 150 22 128

Canara Bank (e-Syndicate Bank)# 1 1 0
IDFC* 34 24 10
Indusind Bank 10 10 0
TMF Holdings Ltd. 100 50 50
Total 295 107 188
* Sub limit of Working Capital Limit of Rs. 300 cr

# Sub limit of CC/WCDL Limit of Rs. 200 cr
Under the Security Trustee Agreement, the Company is permitted to raise Rs. 2,500,000 lakhs. The
security created under the Security Trustee Agreement is a hypothecation on the Current Assets
present and future of the Company in favour of the Security Trustee, to be held in trust for the benefit
of the Lenders. The security created or to be created under the Security Trustee Agreement is a
continuing security ranking pari passu inter se without any preference or priority to one Lender over
the others and shall remain in full force and effect until all amounts outstanding to the Lenders are
discharged.
The Company is current on servicing existing debt securities and term loans availed from banks. In the
past, the Company had issued short-term redeemable, non-convertible, debentures with daily put and
call option.
Details of any outstanding borrowings taken / debt securities issued where taken / issued
(i) for consideration other than cash - NIL
(ii) at a premium or discount - NIL
87
The Company has secured redeemable non convertible Secured Debentures in the nature of Zero
Coupon Debentures which are issues at par and redeemable at premium. The details as of
September 30, 2021 are as follows:-
Amount in Crores
Debenture Series Tenor Coupon Allotment Redemption Credit Nature Security
(Yrs) (Annual) Amount Date Date Rating
TMFL NCD F FY 2018-19 3 9.85% 47 06-Nov- 27-Dec-21 CARE Secured Secured by
18 AA- way of
/Stable First pari
passu
charge on
specific
immovable
property
of the
Company.
and First
Pari passu
charge
(along with
other
lenders)
on the
specified
receivables
of the
Company
Total 47
(iii) in pursuance of an option – NIL
Debt Equity Ratio as of September 30, 2021:
Amount in Crs.
Before After
Particulars Issue Issue
Total Debt (Audited) 27537.26 27737.26
Total Shareholders’ funds (as September 30, ,2021)
4656.31 4656.31
(Audited)
Debt Equity Ratio 5.91 5.99
Assuming the entire Rs. 200 Crs of Unsecured listed Subordinated Perpetual NCDs proposed to be
issued through series of such Disclosure Document will be fully subscribed on day one.
88
Additional Disclosures for NBFCs on Asset Liability Management (ALM)
1. Details with regard to lending done out of the issue proceeds of earlier issuances of debt securities
(whether public issue or private placement) by NBFC
The core business of the Issuer is providing financing to customers for purchase of vehicles
manufactured by Tata Motors Limited. One of the key sources of the funds for the Issuer is debt
securities and the Company has utilized the proceeds of the issuance of debt securities in the past 3
years (which is an amount equal to Rs. 5234 Cr through issuance of debt securities and amount of
Rs. 65,408 Cr through issuance of commercial paper ) inter alia towards a) providing financing to
customers for purchase of vehicles manufactured by Tata Motors Limited b) making investments in
PTCs pursuant to securitization of receivables originated by Tata Motors Limited
a) Lending Policy
The Issuer’s Operations – Overview of the Lending Process
Initial Evaluation and Approval Process
On an applicant being identified and completion of such person’s application, a field executive obtains
information from the applicant including the details of the vehicle to be financed, the ‘know your
customer’ documentation of the applicant, details of the background of the applicant (including
existing financial indebtedness of the applicant) and the potential of the applicant to service the loan.
The Issuer also requires applicants to obtain a guarantee in respect of the applicant’s obligations
towards the Issuer or have a co-borrower for the loan being financed by the Issuer.
On receipt of the requisite information from the field executives, the applications are evaluated on
various parameters including income, ability to repay and record of past payments. Typically, the time
taken from a potential customer applying for a loan and submitting all relevant documents to the
sanction of the loan is only two business days.
Disbursement
On completion of the approval process, the customers execute the relevant loan and security
documentation and create the security in respect of such loan in favour of the Issuer. The vehicle
financed by the Issuer is taken as a collateral by the Issuer against the loan. The contents of the loan
documents are explained to the customers by the Issuer’s field executives. The Issuer monitors the
completeness of the documentation and the creation and perfection of the security in favour of the
Issuer.
Loan Administration and Monitoring
The Issuer provides its customers with the ability to choose the mode of payment which they would
want to utilise for effecting payments to the Issuer in respect of the loans disbursed. Repayments on
the loans are made in periodic instalments in accordance with the relevant repayment schedules
applicable to the loan. In addition to the Issuer’s risk management systems, which identify and set
individual limits based on credit quality and sectoral limits, the Issuer also has in place a complete and
effective post-sanction follow-up system that monitors and tracks the status of loans and other credit
facilities. The follow-up system reviews and interprets information and data that identifies potential
increases in credit risks and any incipient signs of credit stress and allows the Issuer to deal with such
credit exposures in a timely manner. Loan repayment by the Issuer’s customers is also tracked on a
regular basis centrally through a team which monitors instalments due and loan defaults. The Issuer’s
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internal teams also monitor the compliance by the customers with the terms and conditions of the
loans disbursed. In particular, for the first 12 months of the lifecycle of a loan, the credit and sales
team of the Company are required to work closely together to avoid/keep loan delinquencies to the
minimum. While the Issuer provides its customers with the traditional modes of effecting payments,
the Issuer has also enabled acceptance of payment through various digital and electronic payment
modes. The Issuer has also set up cash deposit machines with the functionality of payment
confirmations being shared through a short messaging service to the customer in approximately 55
branches of the Issuer.
Collection and Recovery
The Issuer believes that its loan recovery procedure is well suited to rural and semi-urban markets.
The Issuer contacts customers prior to the relevant due dates to ensure that delays in payment are
avoided. The Issuer’s collection team has been structured and clustered into separate groups for
different asset classes in early delinquency buckets. On any customer missing any payment which is
due, the Issuer’s field executives initiate communication with such customers to identify the reasons
for default and to initiate appropriate action to ensure payment of the outstanding amounts
forthwith. In the event of default under a loan agreement, the Issuer may initiate the process for
repossessing collateral and may use external agencies to repossess collateral.
Risk Management
Risk management forms an integral part of the Issuer’s business. The Issuer’s objective in its risk
management processes is to measure and monitor the various risks that the Issuer is subject to and to
follow policies and procedures to address these risks. The key risks and risk-mitigation principles that
the Issuer applies to address these risks are set out below:
Credit Risk
Credit risk is the risk of loss that may occur from the default by the Issuer’s customers under its loan
agreements. Customer defaults and inadequate collateral may lead to higher NPAs. The Issuer
manages its credit risk by employing advanced credit assessment procedures, setting credit limits,
obtaining security in respect of the loans. The Issuer also believes that its credit approval mechanism,
credit control process, audit and risk management policies and direct interaction with its customers
helps the Issuer to maintain asset quality. The Issuer ensures that prudent loan-to-value ratios are
adhered to while lending. The Issuer ensures prompt collection and proper storage of post-
disbursement documents in accordance with its internal policies.
Interest Rate Risk
The Issuer is subject to interest rate risk, principally because the Issuer lends to customers at fixed
interest rates and for periods that may differ from its funding sources, which bear fixed and floating
rates. The Issuer assesses and manages the interest rate risk on its balance sheet by managing its
assets and liabilities. Interest rates are highly sensitive to many factors beyond the Issuer’s control,
including the monetary policies of the RBI, domestic and international economic and political
conditions, inflation and other factors. The Issuer maintains an asset liability management policy and
the Asset Liability Supervisory Committee of the Issuer’s board of directors which oversees the
implementation of the policy. The Issuer manages this risk by including an appropriate proportion of
the fixed rate funding as part of its funding sources (primarily through issuance of non-convertible
debentures), leveraging its valuation capabilities to create good quality loans assets with stable,
attractive yields. Additionally, the Issuer is able to enter into securitisation and direct assignment
transactions on an ongoing basis which involves the sale of its loan assets (in particular, those loan
assets originated by the Issuer are classified
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as priority sector lending in terms of the directions of the RBI), the proceeds whereof are typically used
for creation of new loan assets which also aids in managing interest rate risk.
Operational Risk
Operational risks are risks arising from inadequate or failed internal processes, people and systems or
from external events. To mitigate such risk, the Issuer has adopted a comprehensive system of internal
controls, established systems and procedures to monitor transactions and undertaking contingency
planning. The Issuer has strengthened the operational risk management by putting a formal
operational risk management framework in place. Under this framework, various operational risks are
identified though a self-assessment process. The identified risks are then categorised in terms of
criticality based on their impact and vulnerability. These risks are monitored on a periodic basis by
adopting a key-risk indicator approach. The Issuer has deployed an online platform called ‘Risk
Monitor’ to monitor and review the operational risks.
Liquidity Risk
Liquidity risk arises due to the unavailability of adequate amount of funds at an appropriate price and
tenure. Such risk which could require the Issuer to raise funds or liquidate assets on unfavourable
terms. This risk is mitigated by the Issuer through a mix of strategies, including assignment of
receivables and short-term funding and forward-looking resource mobilisation based on projected
disbursements and maturing obligations. These strategies minimise the Issuer’s potential inability to
meet its liabilities at an appropriate cost, or of appropriate tenure, and business requirements as they
become due. The Issuer has developed expertise in mobilising long-term and short-term funds at
competitive interest rates based on the requirements of the situation. For instance, the Issuer
structures its indebtedness to adequately cover the average three-year tenure of loans that it extends.
The Issuer generally does not deploy funds raised from short-term borrowing for long-term lending.
Liquidity risk is also monitored through liquidity gap reports which categorises all assets and liabilities
into different maturity profiles and evaluating them for any mismatches in any particular maturity,
especially in the short term. The Issuer also has access to contingency lines of funding from banks and
its parent company to mitigate any shortfalls. The Issuer also maintains significant cash balances in
accordance with its asset liability policy. As at 30 September 2019, the Issuer’s cash balances
earmarked for asset liability purposes stood at Rs. 5,000 million. The RBI has on 4 November 2019
issued a circular on liquidity risk management framework for NBFCs and core investment companies
which revises the extant guidelines on liquidity risk management for NBFCs (“Revised LRM Circular”).
The Issuer has accordingly implemented the requirements of the Revised LRM Circular.
Cash Management Risk
Our branches collect a substantial amount of our customers’ payments in cash. A lack of proper cash
management practices could lead to losses. To address such cash management risks, the Issuer has
developed advanced cash management checks that are employed at every level to track and tally
accounts. In addition, the Issuer conduct regular audits to ensure the highest levels of compliance with
its cash management systems. The Issuer has introduced cash deposit machines in around 55 branches
which reduces human intervention in the process of cash collections and aids in reducing risk. Asset
risk. Asset risks arise due to the decrease in the value of the collateral over time and the selling price
of a repossessed asset may be less than the total loan amount outstanding. At the time of sourcing
loan assets, the Issuer manages asset risk by following its internal policies and processes on loan to
value ratios and also by structuring the amortisation schedule after taking into account the typical
economic life of the vehicle being financed. The Issuer engages experienced repossession agents to
repossess assets of defaulting customers and the Issuer ensures that such agents deal with its
customers in accordance with the applicable legal processes and policies of the Issuer. The Issuer has
collection teams
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in place to closely monitor its repossession processes and the repossession agents including the
service levels stipulated in their contracts. This monitoring aids in timely repossession of assets in
delinquent cases which mitigates this risk.
Foreign Exchange Risk
While substantially all the Issuer’s revenues are denominated in INR, the Issuer has incurred and
expects to incur indebtedness denominated in currencies other than INR. As at 30 September 2019,
the Issuer had an outstanding external commercial borrowing of U.S.$150 million, the proceeds of
which are being utilised for onward lending purposes and a FCNR (B) loan of U.S.$25 million, the
proceeds of which are being utilised for inter alia working capital, capital expenditure and general
corporate purposes. The Issuer does not have any unhedged foreign currency exposure and its entire
foreign currency exposure is appropriately hedged through currency swaps.
Information Technology Risk
Information technology related risks arise as a result of not keeping up with market and the ever-
constantly evolving regulatory requirements. The Issuer has dynamic procedures in place to keep up
with such evolving regulatory requirements.
b) Classification of Loans given to associate or entities related to Board, Senior management,

promoters, etc
S No. Name of the Amount of Percentage of Classification

Borrower (A) Advances Exposure
/exposures to such (C)= B/Total AUM
borrower
(Group) (Rs. Crore) (B)
1 NA Nil NA NA
Details as of September 30, 2021
i.Type of loans
S.No Type of loans Rs crore
1 Secured 29,074.79
2 Unsecured 4,33.42
Less: Impairment loss allowance (1,567.92)
Total assets under management (AUM)*^ 27,939.85
Total
*Information required at borrower level (and not by loan account as customer may have multiple loan accounts);
^Issuer is also required to disclose off balance sheet items;
ii. Denomination of loans outstanding by LTV*:
S. No LTV Percentage of AUM

1 Upto 40% 0.15%
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2 40-50% 0.29%
3 50-60% 0.63%
4 60-70% 1.82%
5 70-80% 6.41%
6 80-90% 22.93%
7 >90% 67.77%
Total 100.00%
*LTV at the time of origination
iii.Sectoral Exposure
S. Percentage of
No Segment-wise break-up of AUM AUM
1 Retail
A Mortgages (home loans and loans against property)
B Gold loans
C Vehicle finance 98.05%
D MFI
E M&SME
F Capital market funding (loans against shares, margin funding)
G Others 1.95%
2 Wholesale
A Infrastructure
B Real estate (including builder loans)
C Promoter funding
D Any other sector (as applicable)
E Others
Total 100%
iv.Denomination of loans outstanding by ticket size*:
S. No Ticket size ** Percentage of AUM

1 Upto Rs. 2 lakh 0.23%
2 Rs. 2-5 lakh 13.14%
3 Rs. 5-10 lakh 22.04%
4 Rs. 10-25 lakh 13.20%
5 Rs. 25-50 lakh 20.00%
6 Rs. 50 lakh-1 crore 9.98%
7 Rs. 1-5 crore 13.05%
8 Rs. 5-25 crore 6.40%
9 Rs. 25-100 crore 1.47%
10 >Rs. 100 crore 0.50%
Total 100.00%
* Information required at the borrower level (and not by loan account as a customer
may have multiple loan accounts)
** Ticket size at the time of origination
v.Geographical classification of borrowers
S. No Top 5 states Percentage of AUM
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1 Maharashtra 11.88%
2 Uttar Pradesh 11.06%
3 West Bengal 7.53%
4 Rajasthan 6.41%
5 Bihar 6.03%
Total 42.91%
vi. Details of loans overdue and classified as non-performing in accordance with the RBI’s
stipulations:
Movement of gross NPA* Rs. Crore

Opening gross NPA 1,748.40
Additions during the year 1,237.96
Reductions during the year 241.82
Closing balance of gross NPA 2,744.54
*Please indicate the gross NPA recognition policy (Day’s Past Due)
Rs.
Movement of provisions for NPA
Crore
Opening balance 532.43
Provisions made during the year 257.67
Write-off / Write-back of excess 63.63
Provisions
Closing balance 726.47
vii. Segment-wise gross NPA
S. No Segment-wise gross NPA Gross NPA (%)

1 Retail
A Mortgages (home loans and loans against property)
B Gold loans
C Vehicle finance 9.51 %
D MFI
E M&SME
F Capital market funding (loans against shares, margin funding)
G Others
2 Wholesale
A Infrastructure
B Real estate (including builder loans)
C Promoter funding
D Any other sector (as applicable)
E Others
Total 9.51 %
* As per regulatory reporting to RBI
viii. Residual maturity profile of assets and liabilities (in line with the RBI format):
94
15 1 2 3
6
Days Month Month Month 3
1-7 8 - 14 Month 1 Year - Over 5
-1 -2 s-3 s-6 Years - Total
days days s-1 3 Years years
No Particular Mont Month Month Month 5 Years
Year
. s h s s s
1,76,09 10,00 2,98,38

1 Deposits 7 0 13 14,734 31,220 52,375 13,883 67 - - 9
18,47 2,05,49 4,87,56 12,63,2 4,64,54 1,52,54 28,07,2

2 Advances 40,511 8,366 0 81,341 85,156 9 2 78 8 9 81
Investmen
3 ts - - - - - - - - - 27,295 27,295
Borrowing 74,46 1,07,18 1,45,21 3,92,19 5,97,31 10,47,0 25,48,9

19,156 1,667 84,789 79,951
4 s 4 9 4 4 3 38 76
Foreign
Currency
- - - - - - - - - -
5 assets -
Foreign
Currency 1,11,38 1,85,62
- - - - - - - 74,238 -
6 liabilities 4 2
*The above ALM data is based on Return submitted to RBI for the month of Sep 2021
c) Aggregated exposure to the top 20 borrowers with respect to the concentration of advances,
exposures - exposures to be disclosed in the manner as prescribed by RBI in its stipulations on
Corporate Governance for NBFCs, from time to time.;
Concentration of advances
S. As at
Particulars
No. Sep 30, 2021
1 Total advances to twenty largest borrowers / customer
504.04
2 Percentage of Advances to twenty largest borrowers to Total Advances of the

1.71%
applicable NBFC
Concentration of exposures
S. As at
Particulars
No. Sep 30, 2021
1 Total exposure to twenty largest borrowers
/customer 504.04
2 Percentage of exposures to twenty largest borrowers / customer to total
1.71%
exposure of the NBFC on borrowers / customer
d) A portfolio summary with regard to industries/ sectors to which borrowings have been made: as of
September 30, 2021
Vehicle Finance 98.05%

Other 1.95%
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Total 100%
e) NPA exposures of the issuer for the last three financial years (both gross and net exposures) and
provisioning made for the same as per the last audited financial statements of the issuer:
2020-21 2019-20 2018-19

Gross NPA 1,748.40 1,636.28 1,013.57
Net NPA 1,215.96 1,405.49 569.88
Provision 532.43 230.79 443.69
f) Quantum and percentage of secured vis-à-vis unsecured borrowings made:
As on Sep 30, 2021

Amount Percentage
Secured 19,786.32 71.85%
Unsecured 7,750.96 28.15%
Total 27,53,728.13 100%
g) Details regards to onward lending to "Group" entities as of September 30, 2021:
S No. Name of the Borrower (A) Amount of Percentage of

Advances Exposure
/exposures to such borrower (C)= B/Total AUM
(Group) (Rs. Crore) (B)
1 NA NA NA
2 NA NA NA
h) Any change in promoter’s holdings in NBFCs during the last financial year beyond a particular
threshold. At present, RBI has prescribed such a threshold level at 26%. NA
i) Disclosure of ALM Statement to Stock Exchange:
ALM for September 2021 submitted to National Stock Exchange on October 20, 2021
96
(IX) DISCLOSURES PERTAINING TO WILFUL DEFAULT
Name of the bank declaring the entity as a wilful defaulter: NA
The year in which the entity is declared as a wilful defaulter: NA
Outstanding amount when the entity is declared as a wilful defaulter: NA
Name of the entity declared as a wilful defaulter: NA
Steps taken, if any, for the removal from the list of wilful defaulters: NA
Other disclosures, as deemed fit by the Issuer in order to enable investors to take informed decisions:
With reference to our director [Mr. Nasser Munjee] please refer to the disclosure and explanations
provided on page 46 of this Disclosure Document.
Any other disclosure as specified by SEBI: NA
97
(X) OFFERING INFORMATION
1. Terms of the Issue
For terms of Issue please refer paragraph titled ‘Summary Term Sheet”.
2. Rights of Debenture Holders
The Debenture Holders will not be entitled to any rights and privileges of shareholders other than
those available to them under statutory requirements. The Debentures issued under this Offer
Document shall not confer upon the Debenture Holders, the right to receive notice, or to attend
and vote at the general meetings of shareholders or Debenture Holders issued under any other
Offer Document or issued other than under this Offer Document or of any other class of securities
of the Company.
3. Modification of Rights
The rights, privileges, terms and conditions attached to the Debentures under the Disclosure
Documents may be varied, modified or abrogated with the consent, in writing or by way of
electronic mail, of those registered holders of the Debentures in the physical form and beneficial
owners of the Debentures in the dematerialized form who hold at least three fourths of the
outstanding amount of the Debentures or with the sanction accorded pursuant to a resolution
passed at a meeting of the Debenture Holders, save and except any minor or technical
modifications which the Debenture Trustee shall be authorized to execute and consent to on
behalf of the Debenture Holders, provided however that nothing in such consent or resolution
shall be operative against the Company where such consent or resolution modifies or varies the
terms and conditions of the Debentures, if the same are not acceptable to the Company.
4. Minimum subscription
Minimum subscription to be Rs. 1 crore and above per investor and in multiple of Rs. 10 lakhs
thereafter, as per the NBFC Master Directions
5. Issue Procedure
Application Process
Who Can apply- Only the following categories of investors, when specifically contacted, are
eligible to invest in these Debentures:
Only QIBs can invest in the NCDs
All investors are required to comply with the relevant regulations/ guidelines applicable to them
for investing in this issue of Debentures.
Every application is to be accompanied by bank account details and MICR code of the bank for the
purpose of availing direct credit of interest and all amounts through electronic transfer of funds or
RTGS.
Application by Scheduled Commercial Banks
98
The application must be accompanied by certified true copies of (i) Board Resolution authorising
investments; (ii) Letter of Authorization or Power of Attorney and (iii) specimen signatures of
authorised signatories
Application by Co-operative Banks

The application must be accompanied by certified true copies of: (i) Resolution authorizing
investment along with operating instructions/power of attorney; and (ii) specimen signatures of
authorized signatories
Applications by Companies/Financial Institutions

The applications must be accompanied by certified true copies of (i) Memorandum and Articles of
Association/Constitution/Bye-laws (ii) resolution authorizing investment and containing operating
instructions and (iii) specimen signatures of authorized signatories.
Application by Mutual Funds

(i) A separate application can be made in respect of each scheme of an Indian mutual fund
registered with SEBI and such applications shall not be treated as multiple applications. (ii)
Applications made by the AMCs or custodians of a Mutual Fund shall clearly indicate the name of
the concerned scheme for which application is being made. The applications must be
accompanied by certified true copies of (i) SEBI Registration Certificate and Trust Deed (iii)
resolution authorising investment and containing operating instructions and (iii) specimen
signatures of authorized signatories.
Application by Insurance Companies

The applications must be accompanied by certified copies of (i) Memorandum and Articles of
Association (ii) Power of Attorney (iii) Resolution authorizing investment and containing operating
instructions (iv) Specimen signatures of authorized signatories.
Application by Provident, Gratuity, Pension and Superannuation Funds
The applications must be accompanied by certified true copies of (i) Trust Deed/Bye Laws/
Resolutions, (ii) Resolution authorizing investment and (iii) specimen signatures of the authorized
signatories.
DISCLAIMER:
PLEASE NOTE THAT ONLY THOSE PERSONS TO WHOM THE INFORMATION DOCUMENT HAS BEEN
SPECIFICALLY ADDRESSED ARE ELIGIBLE TO APPLY. HOWEVER, AN APPLICATION, EVEN IF COMPLETE
IN ALL RESPECTS, IS LIABLE TO BE REJECTED WITHOUT ASSIGNING ANY REASONS FOR THE SAME.
THE LIST OF DOCUMENTS PROVIDED IN THIS INFORMATION DOCUMENT IS ONLY INDICATIVE, AND
AN INVESTOR IS REQUIRED TO PROVIDE ALL THOSE
DOCUMENTS/AUTHORISATIONS/INFORMATION, WHICH ARE LIKELY TO BE REQUIRED BY THE
COMPANY. THE COMPANY MAY, BUT IS NOT BOUND TO REVERT TO ANY INVESTOR FOR ANY
ADDITIONAL DOCUMENTS/INFORMATION, AND CAN ACCEPT OR REJECT AN APPLICATION AS IT
DEEMS FIT. THE REGULATIONS/NOTIFICATIONS REGARDING INVESTMENT MENTIONED ABOVE ARE
MERELY IN THE FORM OF GUIDELINES AND THE COMPANY DOES NOT WARRANT THAT THEY ARE
ACCURATE, OR HAVE NOT BEEN MODIFIED. EACH OF THE ABOVE CATEGORIES OF INVESTORS IS
REQUIRED TO CHECK AND COMPLY WITH EXTANT RULES/REGULATIONS/GUIDELINES, ETC.
GOVERNING OR REGULATING THEIR INVESTMENTS AS ISSUED BY THEIR RESPECTIVE REGULATORY
AUTHORITIES, AND THE COMPANY IS NOT, IN ANY WAY, DIRECTLY OR INDIRECTLY, RESPONSIBLE
FOR ANY STATUTORY OR REGULATORY BREACHES BY ANY INVESTOR, NEITHER IS THE COMPANY
99
REQUIRED TO CHECK OR CONFIRM THE SAME.
10
6. Applications under Power of Attorney/Relevant Authority
In case of an application made under a Power of Attorney or resolution or authority, a certified
true copy thereof along with Document and Articles of Association and/or Bye laws must be
attached to the Application Form at the time of making the application, failing which, the
Company reserves the full, unqualified and absolute right to accept or reject any application in
whole or in part and in either case without assigning any reason thereto. Names and specimen
signatures of all the authorized signatories must also be lodged along with the submission of the
completed application.
7. Market Lot
The market lot would be one debenture.
8. Issue Of NCDs only in Demat Form
TMFL will make necessary arrangements with National Securities Depository Ltd. (NSDL) and
Central Depository Services (India) Limited (CDSL) for the issue of NCDs in Dematerialized form.
Investors shall hold the of NCDs and deal with the same as per the provisions of Depositories Act,
1996 /rules as notified by NSDL and CDSL from time to time.
Investors should mention their Depository Participants name, DP-ID and Beneficiary Account
Number in the appropriate place in the Application Form. TMFL shall take necessary steps to
credit the Depository Account of the allottee (s) with the number of of NCDs allotted. In case of
incorrect details provided by the investors and inability of the Company to credit the depository
account, the allotment of debentures would be held in abeyance till the investors furnish the
correct depository account details to the Company.
9. Mode Of Subscription
During the period of the issue, investors can subscribe to the NCDs by completing the application
forms for the of NCDs in the prescribed form. The application form should be filled in block letters
in English. Application forms must be accompanied by either a Demand Draft or Cheque or RTGS
of the amount as intimated by the Arrangers/Issuer and made payable in favor of “ Tata Motors
Finance Limited” and should be crossed “Account Payee only”.
Eligible Investors may apply through the electronic book mechanism provided by the Electronic
Book Provider in line with the EBP Guidelines. The Disclosures required pursuant to the EBP
Guidelines are
Details of size of the Issue including green Perpetual, Subordinated, Unsecured, Listed,
shoe option, if any Non- Convertible Debentures of the face value
of Rs.1,00,00,000/- each (with a minimum
subscription of Rs 1,00,00,000/- and above)
aggregating up to Rs. 100 Crores with a green
shoe option of Rs. 100 Crores
Minimum Bid Lot 1 NCD aggregating up to
Rs. 1,00,00,000 (Rupees One Crore)
Manner of Bidding/ Mode of Bidding/ Open Bidding
Bidding Type
Manner of Allotment/ Allotment Type Uniform Yield
Manner of settlement Through Indian Clearing Corporation Limited
10
Settlement Cycle T+1, where T refers to the bid opening date
Cheque/Demand Drafts may be drawn on any Scheduled Bank, which is situated at and is a
member or sub-member of the Banker’s Clearing-house located at Ahmedabad, Chennai, Delhi,
Kolkata and Mumbai. Investors in other centers that do not have any bank, which is a member or
sub-member of the Banker’s Clearing House located at the above mentioned centers would be
required to make payments only through demand drafts payable at any one of the above-
mentioned centers. Demand Draft charges in respect of such investor applications will be borne by
the investor. Cash, outstation cheques, money orders, postal orders and stock invest will not be
accepted. The Company assumes no responsibility for any applications / cheques / demand drafts
lost in the mail.
The subscription amount must be paid by the successful bidders in accordance with the EBP
Guidelines into the virtual account to be given by the Electronic Book Provider in EBP system, the
details of which are given below:
Name of Bank HDFC Bank Limited

Address of Bank Motwani Chambers, Fort, Mumbai 400001
IFSC Code HDFC0000060
Bank Account Number To be given by BSE after EBP bidding
Name of beneficiary Tata Motors Finance Limited
10. Refunds
For applicants whose applications have been rejected or allotted in part, refund orders will be
dispatched within 7 (seven) days from the Deemed Date of Allotment of the of NCDs without
interest.
The Company shall allot the of NCDs within 60 days from the receipt of application money for
NCDs and if the Company is not able to allot the NCDs within such period, it shall repay the
application money within 15 days from the date of completion of 60 days and if the Company fails
to repay the application money within aforesaid period, it shall be liable to repay that money with
interest at the rate of 12 % pa. from the expiry of the sixtieth day.
11. Deemed Date Of Allotment
The deemed date of allotment shall be December 03, 2021
12. Interest On The Coupon Bearing Debentures
The Coupon Rate of the Debentures shall be as specified in Section 2 (Summary Term Sheet) of
this Disclosure Document.
The interest shall be subject to deduction of tax at source at the rates prevailing from time to time
under the provisions of the Income tax Act, 1961, or any other statutory modification or re-
enactment thereof, for which a certificate will be issued by TMFL.
Computation of interest
Interest for each of the interest periods shall be computed on on an actual/actual day count basis
on the principal outstanding on the Debentures at the coupon rate as mentioned in the summary
term sheet.
10
10
Payment of interest
Payment of interest on the NCD (s) will be made to those of the debenture holders whose name(s)
appear in the register of debenture holder(s) (or to the first holder in case of joint holders) as on
the Record Date fixed by the Company for this purpose and /or as per the list provided by NSDL
and CDSL to the Company of the beneficiaries who hold Debentures in Demat form on such
Record Date, and are eligible to receive interest. Payment will be made by the Company after
verifying the bank details of the Investors by way of direct credit through Electronic Clearing
Service (ECS), Real Time Gross Settlement (RTGS) or National Electronic Funds Transfer (NEFT) and
where such facilities are not available the Company shall make payment of all such amounts by
way of cheque(s)/demand draft(s)/interest warrant(s), which will be dispatched to the debenture
holder(s) by registered post/ speed post/ courier or hand delivery on or before the Interest
Payment Dates as specified in the summary term sheet.
13. Interest On Application Money
Interest at the applicable coupon rate/implicit yield (subject to deduction of tax at source at the
rates prevailing from time to time under the provisions of the Income Tax Act, 1961, or any other
statutory modification or re- enactment thereof for which a certificate will be issued by TMFL) will
be paid on the application money. Such interest shall be paid from the date of realization of the
cheque(s) / demand draft(s) up to but not including the deemed date of allotment. The respective
interest payment instruments along with the letters of allotment/ refund orders, as the case may
be, will be dispatched by registered post to the sole / first applicant, at the sole risk of the
applicant.
14. Tax Deduction At Source (TDS)
Tax as applicable under the Income Tax Act, 1961, or any other statutory modification or re-
enactment thereof will be deducted at source. For seeking TDS Exemption / lower rate of TDS,
relevant certificate / document must be lodged by the debenture holders at the office of registrar
and transfer agent, at least 15 days prior to the Interest Payment Date. Tax exemption certificate
in respect of non- deduction of tax on interest on application money, must be submitted along
with the Application Form to the satisfaction of the Issuer. The prospective investor is advised to
consult his tax advisor before investing in the Debentures to be issued by the Issuer.
However, Investors may note that as per Finance Act, 2008, tax is not required to be deducted at
source on interest payable on security issued by a company, where such security is in
dematerialized form and is listed on a recognized Stock Exchange in India in accordance with the
Securities Contracts.
15. Redemption
The NCDs are perpetual in nature and hence are non-redeemable
16. Mode of Transfer
All requests for transfer should be submitted to the respective Depository Participants prior to the
Record Date for payment of interest/ principal.
Provided further that nothing in this section shall prejudice any power of the Company to register
as NCDs holder any person to whom the right to any Debenture of the Company has been
10
transmitted by operation of law.
10
Transfer of NCDs would be in accordance with the rules / procedures as prescribed by NSDL /
CDSL/ Depository participant.
17. Payment On Redemption on excerice of call option
The Debentures being perpetual debentures are not redeemable in nature. Payments may be made
towards redemption of the Debentures only on the exercise of a call option as set out in the
summary term sheet set out hereunder and only after procuring the prior approval of the RBI
 NCDs held in Demat Form
In case of the NCDs held in demat form, no action is required on the part of the debenture
holder(s) at the time of redemption of the NCDs and on the Redemption Date, the redemption
proceeds would be paid to those debenture holder(s) whose name(s) appear on the list of
beneficial owners given by the Depositories to the Company. The name(s) would be as per the
Depositories' records on the Record Date fixed for the purpose of redemption. All such NCDs will
be simultaneously redeemed through appropriate debit corporate action.
The Company shall compute the redemption amounts to be paid to each of the debenture holders
based in the manner set out in the summary term sheet.
The redemption proceeds shall be directly credited through Electronic Clearing Service (ECS),
RTGS or National Electronic Funds Transfer (NEFT) and where such facilities are not available the
Company shall make payment of all such amounts by way of cheque/ demand draft. The
cheque/demand draft for redemption proceeds, will be dispatched by courier or hand delivery or
registered post at the address provided in the Application / at the address as notified by the
debenture holder(s) or at the address with Depositories' record. Once the redemption proceeds
have been credited to the account of the debenture holder(s) or the cheque/demand draft for
redemption proceeds is dispatched to the debenture holder(s) at the addresses provided or
available from the Depositories record, the Company’s liability to redeem the NCDs on the date
of redemption shall stand extinguished and the Company will not be liable to pay any interest,
income or compensation of any kind from the date of redemption of the NCD(s).
18. Debenture Certificate in Dematerialized mode
TMFL will make allotment of of NCDs to investors in due course after verification of the
application form, the accompanying documents and on realization of the application money. The
allotted of NCDs at the first instance will be credited in dematerialized form within two days of the
date of allotment.
19. Right to accept or reject applications
TMFL is entitled at its sole and absolute discretion to accept or reject an application, in part or in
full, without assigning any reason thereof. The application form, which is not complete in all
respects, shall be liable to be rejected. Any application, which has been rejected, would be
intimated by TMFL along with the refund warrant / cheques.
20. Record Date
Record Dates for each interest payment/principal repayment or any other event will be 15 days
10
prior to the relevant event.
21. Further Borrowings
These NCDs are unsecured in nature.
The Company shall be entitled to borrow / raise loans or avail financial assistance in whatever
form as also issue Debentures / Notes / other securities in any manner with ranking as pari-passu
basis or otherwise and to change its capital structure, including issue of shares of any class or
redemption or reduction of any class of paid up capital, on such terms and conditions as the
Company may think appropriate, without the consent of, or intimation to, the Debenture holder(s)
or the Debenture Trustee in this connection
22. Notices
The notices to the Debenture holders required to be given by TMFL or the Trustees shall be
deemed to have been given if sent by ordinary post to the sole/first allottee or sole/first
registered holder of the of NCDs, as the case may be. All notices to be given by debenture holders
shall be sent by registered post or by hand delivery to TMFL at its Registered / Corporate Office.
23. Succession
In the event of demise of the of NCDs holder, TMFL will recognize the executor or administrator of
the deceased Debenture holder, or the holder of succession certificate or other legal
representative as having title to the of NCDs. TMFL shall not be bound to recognize such executor,
administrator or holder of the succession certificate or other legal representative as having title to
the NCDs, unless such executor or administrator obtains probate or letter of administration or
such holder is the holder of succession certificate or other legal representation, as the case may
be, from a competent Court in India having jurisdiction over the matter. The Directors of TMFL
may, in their absolute discretion, where they think fit, dispense with production of probate or
letter of administration or succession certificate or other legal representation, in order to
recognize such holder as being entitled to the NCDs standing in the name of the deceased
Debenture holder on production of sufficient documentary proof or indemnity.
24. Allotment Basis
Acceptance of the offer to invest and the allotment shall be decided by TMFL. The Company
reserves the right to reject in full or part any or all of the offers received by them to invest in the
NCDs without assigning any reason for such rejection. Acceptance of the offer shall be subject to
completion of subscription formalities as detailed in the application form.
25. Listing
The NCDs to be issued in terms of this Offer Document are proposed to be listed on the Wholesale
Debt Market (WDM) segment of BSE.
Details of in-principle approval for listing obtained from BSE: A copy of the in-principle approval
dated November 25, 2021 is annexed hereto
Name of Stock Exchange where the recovery expense fund has been created as specified by SEBI:
NSE
10
26. Trustee
IDBI Trusteeship Limited has been appointed to act as the Trustees for the Debenture Holders. All
remedies of the Debenture Holder(s) for the amounts due on the NCDs will be vested with the
Debenture Trustee on behalf of the Debenture Holder(s).
The Debenture Holders shall without any further act or deed be deemed to have irrevocably given
their consent and authorize the Debenture Trustee or any of their agents or authorized officials to
do acts, deeds and things necessary in respect of or relating to the Debentures issued in terms of
this Offer Document.
27. Register of Debenture Holders
TMFL shall maintain Register of NCDs holders containing necessary particulars at its Registered
Office / Registrar & Share Transfer Agent’s office.
28. Tax Benefits
There are no specific tax benefits attached to the NCDs. Investors are advised to consider the tax
implications of their respective investment in the NCDs.
29. Delay in allotment of securities
In case of delay in allotment of Debentures beyond the time limit specified under Applicable Law,
the Company would pay interest at the rate which is equal to the applicable Coupon Rate from the
date of receipt of subscription money till the deemed date of allotment of the Debentures.
30. Delay in Listing
In the event of any delay in listing of the Debentures beyond 4 (Four) trading days from the Issue
Closing Date, the Issuer will pay to the investors penal interest of at least 1% p.a. (One percent per
annum) over the applicable Coupon Rate for the period of delay (i.e. from the Deemed Date of
Allotment till the listing of the Debentures).
31. Issue details:
As set out in Section 2 (Summary Term Sheet) above
32. Governing Laws
The NCDs are governed by and shall be construed in accordance with the existing Indian laws. Any
dispute between the Company and the Debenture holder will be subject to the jurisdiction of the
courts in the city of Mumbai.
33. Undertaking By TMFL

Investors are advised to read the risk factors carefully before taking an investment decision in this
issue. For taking an investment decision, investors must rely on their own examination of the
issuer and the offer including the risks involved. The securities have not been recommended or
approved
10
by the any regulatory authority in India, including the Securities and Exchange Board of India (SEBI)
nor does SEBI guarantee the accuracy or adequacy of this document. Specific attention of
investors is invited to the statement of ‘Risk factors’ given on page number 4 under the section
‘General Risks’.
TMFL having made all reasonable inquiries, accepts responsibility for, and confirms that this Offer
Document contains all information with regard to the issuer and the issue, that the information
contained in the offer document is true and correct in all material aspects and is not misleading in
any material respect, that the opinions and intentions expressed herein are honestly held and that
there are no other facts, the omission of which make this document as a whole or any of such
information or the expression of any such opinions or intentions misleading in any material
respect.
TMFL has no side letter with any debt securities holder except the one(s) disclosed in the offer
document/ placement memorandum. Any covenants later added shall be disclosed on the stock
exchange website where the debt is listed.
34. Any material event/ development or change having implications on the financials, credit quality
(e.g. any material regulatory proceedings against the Issuer/promoters, tax litigations resulting in
material liabilities. corporate restructuring event etc) at the time of issue which may affect the
issue or the investor's decision to invest / continue to invest in the debt securities: NIL
35. Details of all default/s and/or delay in payments of interest and principal of any kind of term loans,
debt securities and other financial indebtedness including corporate guarantee issued by the
Company, in the past 3 years . NIL
36. Any litigation or legal action pending or taken by a Government Department or a statutory body
during the last three years immediately preceding the year of the issue of prospectus against the
promoter of the company; NIL
37. Details of default and non-payment of statutory dues: [NIL]
38. Disclosure prescribed under PAS-4 of Companies (Prospectus and Allotment of Securities), Rules,
2014 but not contained in this Disclosure Document, if any:
Private placement offer cum application letter in respect of the Debentures is annexed hereto
39. Project details: gestation period of the project; extent of progress made in the project; deadlines
for completion of the project; the summary of the project appraisal report (if any), schedule of
implementation of the project: NIL
10
(XI) OTHER INFORMATION & DISCLOSURES & COVENANTS
List of Material Contracts and Documents

The list of material contracts and documents is as under:
1. Letter dated November 19, 2021 from CRISIL Limited assigning the credit rating to the Perpetual
Debts programme issue of the Company.
2. Letter from IDBI Trusteeship Services Limited dated May 11, 2021 giving consent for acting as
Trustees
3. Certificate of incorporation of the Company dated January 24, 1989 and Certificate of
Incorporation pursuant to change of name dated June 30, 2017.
4. Memorandum of Association and Articles of Association of the Company
5. Copy of resolution passed by the shareholders of the Company at Extra Ordinary General
Meeting of the Company held on May 23, 2019 approving the overall borrowing of the Company.
6. Shareholders resolution for borrowing by way of NCDs dated May 11, 2021
7. Copy of the Board Resolution dated July 20, 2021 approving this issue.
8. Tata Brand Equity and Business Promotion agreement dated July 03, 2017 entered into between
Company and Tata Sons Limited for use of the Tata brand name.
9. Financials for the half year ended September 30, 2021 and for the year ended year ended Mar
21, Mar 20 and Mar 19
Other Disclosures:
1. Details of any Acquisition or Amalgamation in the last one year : NIL
2. Details of any Reorganization or Reconstruction in the last 1 year – NIL
3. In case of default in payment of Interest and/or principal redemption on the due dates,
additional interest of 2% p.a. over the coupon rate will be payable by the Company for the
defaulting period
4. If there is delay in listing beyond 4 trading days from the issue Closing Date then the company
shall pay penal interest of 1% p.a. over the Coupon Rate for the period of delay to the investor
(i.e. from the Deemed Date of Allotment to the date of listing).
5. Project cost and means of financing, in case of funding of new projects : NIL
Note: The interest rates mentioned in above three cases are the minimum interest rates payable by
11
the Company and are independent of each other.
6. If the security is backed by a guarantee or letter of comfort or any other document / letter
with similar intent, a copy of the same shall be disclosed. In case such document does not
contain detailed payment structure( procedure of invocation of guarantee and receipt of
payment by the investor along with timelines), the same shall be disclosed in the offer
document: NA
7. Details of any outstanding borrowings taken/ debt securities issued where taken / issued (i) for
consideration other than cash, whether in whole or part, (ii) at a premium or discount, or (iii)
in pursuance of an option: [NIL]
11
DECLARATION
The directors of TMFL hereby declare that-
a) TMFL is in compliance with the provisions of Securities Contracts (Regulation) Act, 1956 and
the Securities and Exchange Board of India Act, 1992, Companies Act and the rules and
regulations made thereunder;
b) the compliance with the Act and the rules does not imply that payment of dividend or interest
or repayment of non-convertible securities, is guaranteed by the Central Government;
c) the monies received under the offer shall be used only for the purposes and objects indicated
in the Offer document;
d) whatever is stated in this form and in the attachments thereto is true, correct and complete
and no information material to the subject matter of this form has been suppressed or
concealed and is as per the original records maintained by the promoters subscribing to the
Memorandum of Association and Articles of Association.
The Company hereby certifies that the disclosures made in this Disclosure Document are true and
correct and generally adequate and in conformity with Schedule I of the SEBI (Issue and Listing of Debt
Securities) Regulations, 2008 as amended from time to time, and no statement made in this Disclosure
Document shall contravene any of the provisions of the Companies Act, 2013 and the rules made
thereunder. All the legal requirements connected with the said issue as also the guidelines,
instructions, etc issued by SEBI, Government and any other competent authority in this behalf have
been duly complied with.
Signed by:
Name, Designation Signature
Mr. Vinay Lavannis, Company Secretary
Mr. Rohit Kumar, Authorized Signatory
Place: Mumbai
Date: December 02, 2021
11
No. 27582-B/ITSL/OPR/CL/21-22/DEB/133
May 11, 2021

14, 4th Floor, Sir H. C. Dinshaw Building,
16 Hornimun Circle, Fort, Mumbai – 400 001
Kind Attn: Mr. Rohit Kumar
Dear Sir,
Subject: Consent to act as Debenture Trustee for the proposed issue of Listed, Unsecured, Subordinated,
Perpetual Non-Convertible Debentures aggregating upto Rs. 500 Crores (Rupees Five Hundred Crores
Only) on private placement.
This is with reference to your e-mail dated May 10, 2021 regarding appointment of IDBI Trusteeship Services Limited
(“ITSL”) as Debenture trustee for the proposed issue of Listed, Unsecured, Perpetual, Subordinated, Non-Convertible
Debentures (NCDs) aggregating upto Rs. 500 Crores (Rupees Five Hundred Crores Only) on private placement. In this
connection, we confirm our acceptance of the assignment.
We are agreeable for inclusion of our name as Debenture Trustee in the disclosure document/ listing application/ any
other document to be filed with the Stock Exchange(s) subject to the following conditions.
1) The Company hereby agree and undertakes to execute, the Debenture Trust Deed / Debenture Trustee Agreement,
security documents and other necessary documents including necessary charge filling with Registrar of Companies
etc. as applicable on such terms and conditions as agreed by the Debenture holders and disclose in the Information
Memorandum or Disclosure Document as approved by the Debenture Trustee, within a period as per applicable law.
2) The Company hereby agree & undertakes to pay to the Debenture Trustee so long as they hold the office of the
Debenture Trustee, remuneration as mutually agreed for their services as Debenture Trustee in addition to all legal,
traveling and other costs, charges and expenses which the Debenture Trustee or their officers, employees or agents
may incur in relation to execution of the Debenture Trust Deed and all other Documents affecting the Security till the
monies in respect of the Debentures have been fully paid-off and the requisite formalities for satisfaction of charge in
all respects, have been complied with.
3) The Company hereby agree & undertakes to comply with the provisions of SEBI (Debenture Trustees) Regulations,
1993, SEBI (Issue and Listing of Debt Securities) Regulations, 2008, SEBI Circular No. SEBI/IMD/DOF-
1/Bond/2009/11/05 dated 11/05/2009 on Simplified Listing Agreement for Debt Securities read with the SEBI Circular
No. SEBI/IMD/DOF-1/BOND/Cir-5/2009 dated the 26th November, 2009, SEBI Circular No.
th
SEBI/HO/MIRSD/CRADT/CIR/P/2020/230 dated 12 November, 2020, the Companies Act, 2013 as amended from
time to time and other applicable provisions and agree to furnish to Debenture Trustee such information in terms of
the same on regular basis.
Looking forward to a fruitful association with you and assuring you of our best services at all
times. Yours faithfully,
For IDBI Trusteeship Services Limited
Authorised Signatory
6/4/2021 Rating Rationale
Rating Rationale
May 19, 2021 | Mumbai

'CRISIL AA-/CRISIL A/Stable' assigned to debt instruments
Rating Action
Total Bank Loan Facilities Rated Rs.25000 Crore
Long Term Rating CRISIL AA-/Stable (Reaffirmed)
Short Term Rating CRISIL A1+ (Reaffirmed)
Rs.3000 Crore Non Convertible Debentures CRISIL AA-/Stable (Assigned)

Rs.500 Crore Perpetual Bonds CRISIL A/Stable (Assigned)
Rs.2000 Crore Non Convertible Debentures CRISIL AA-/Stable (Reaffirmed)
Rs.5605 Crore Non Convertible Debentures CRISIL AA-/Stable (Reaffirmed)
Rs.415 Crore Perpetual Bonds CRISIL A/Stable (Reaffirmed)
Rs.1400 Crore Subordinated Debt CRISIL AA-/Stable (Reaffirmed)
Rs.8000 Crore Commercial Paper CRISIL A1+ (Reaffirmed)
1 crore = 10 million
Refer to Annexure for Details of Instruments & Bank Facilities
Detailed Rationale
CRISIL Ratings has assigned its ‘CRISIL AA-/Stable’ rating on non-convertible debenture and ‘CRISIL A/Stable’ rating on the perpetual
bonds of Tata Motors Finance Limited (TMFL). CRISIL Ratings has also reaffirmed its ratings on bank facilities and debt instruments at
‘CRISIL AA-/CRISIL A/Stable/CRISIL A1+’.
On March 16, 2021, CRISIL has revised the outlook on the long term ratings of bank facilities and debt instruments of TMFSL from
‘Negative’ to ‘Stable’. The outlook revision follows a similar rating action on TMFL's ultimate parent, Tata Motors Limited (TML; rated
'CRISIL AA-/Stable/CRISIL A1+').
Ratings continue to reflect the expectation of strong support from TMFL’s ultimate parent Tata Motors Ltd (TML) to TMF Holdings Ltd
(TMFHL; rated ‘CRISIL AA-/Stable/CRISIL A1+’) and its subsidiaries: Tata Motors Finance Solutions Ltd (TMFSL; CRISIL AA-/
Stable/CRISIL A1+) and TMFL. This is because of the high strategic importance of the companies to TML. The ratings also factor in the
group’s strong position in the commercial vehicle (CV) finance segment. However, these strengths are partially offset by moderate, albeit
improving, asset quality of the portfolio.
The group’s asset quality is expected to be reflective of key customer segments of the parent i.e. TML such as super-strategic customers,
strategic customers and first-time users of CVs. Given the customer profile, the collection efficiencies had dropped considerable for the group
post the imposition of the lockdown. In April’20, the collection efficiency[1] dropped to 32% for TMFL and 25% for TMFSL. However, on a
month on month basis there has been considerable improvement with a substantial improvement post September 2020. The collection
efficiency crossed 100% in January 2021 for both the entities and has continued to remain strong, touching almost the pre-Covid levels. The
gross NPA for TMFL stood at 5.6% as on March 31, 2021 as against 5.9% as on March 31, 2020. For TMFSL, the gross NPA stood at 3.5%
as on March 31, 2021 against 4.6% as on March 31, 2020. The sustenance of the collection efficiencies and the consequent impact on asset
quality remains a key monitorable.
On the liquidity front, however, the group remains comfortable. On a consolidated basis, as on March 31, 2021, the group had repayments of
Rs 7985 crore for the three months till June 2021 (of which Rs 2811 crore of CC/WCDL limits are expected to be rolled over). Against the
same, the group had cash and equivalents of Rs 5691 crore, unutilised working capital bank lines of Rs 2246 crore and ICD lines of Rs 1000
crore from TML. Additionally, the group has Rs 750 crore of liquidity back as of March 31, 2021 to support its liquidity profile.
CRISIL Ratings has also withdrawn its rating on the non-convertible debentures of Rs 20 crore (See Annexure 'Details of Rating Withdrawn'
for details) in line with its withdrawal policy. CRISIL has received independent confirmation that these instruments are fully redeemed.
[1]
Collection Efficiency = Total Collections / Scheduled Billing
Analytical Approach
https://www.crisil.com/mnt/winshare/Ratings/RatingList/RatingDocs/TataMotorsFinanceLimited_May 19, 2021_RR_270933.html 1/1

CRISIL’s ratings on the debt instruments and bank facilities of TMFL continue to be based on the expectation of strong support from TML.
This is because of TMFL’s strong strategic importance to TML and the latter’s ownership through TMFHL. CRISIL has also combined the
business and financial risk profiles of TMFHL and its subsidiaries, TMFL and TMFSL, given the integration of operations and commonality
of management.
The ratings on the perpetual bonds additionally take into account the deeply subordinated nature of these instruments whereby TMFL is
restricted from servicing these instruments if it breaches the minimum regulatory capital requirement, or if the regulator denies permission to
the company to make payments of interest and principal, if it reports losses.
Please refer Annexure - List of entities consolidated, which captures the list of entities considered and their analytical treatment of consolidation.
Key Rating Drivers & Detailed

Description Strengths:
High strategic importance to and expectation of strong support from TML
CRISIL’s ratings on the debt instruments and bank facilities of TMFL are based upon the expectation of strong support from the ultimate
parent TML. This is because of the high strategic importance of TMFL to its parent and also the latter’s majority ownership in TMFL through
its wholly owned subsidiary, TMFHL.
Post the restructuring in fiscal 2017, TMFHL became the holding company for the financial services business of TML. TMFL undertakes
financing of new vehicles and is the captive financier for TML’s vehicles. TMFSL provides financing for pre-owned vehicles and has strong
operational linkages with TML’s pre-owned vehicles business and corporate lending, wherein it provides both short-term and long-term
financing to dealers and suppliers of TML. The three companies are expected to receive significant business, financial and managerial support
from TML.
In the past, TML has been infusing equity capital into TMFHL (including in its earlier form as TMFL, the operating company) at regular
intervals. TML infused Rs 300 crore in fiscal 2018, Rs 600 crore in fiscal 2019 and Rs 150 crore in fiscal 2020. CRISIL believes TML will
continue to provide similar support through TMFHL, enabling the companies to maintain their capital adequacy above the minimum
requirement.
Consequently, TMFHL infused Rs 300 crore of equity into TMFL and subscribed to Rs 370 crore of Compulsorily Convertible
Preference Shares issued by TMFL and Rs 150 crore of subordinated debt issued by TMFL in fiscal 2019. Furthermore, in the first quarter of
fiscal 2020, TMFHL has infused Rs 150 crore of equity and subscribed to Rs 300 crore of subordinated debt in TMFL. The total capital ratio
of TMFL was comfortable at 19.36% as on March 31, 2021 (16.85% as on March 31, 2020). CRISIL Ratings believes TMFL will continue to
receive need-based support from TML through TMFHL, to maintain their capital adequacy above the minimum requirement.
TMFHL and its subsidiaries have a high level of managerial and operational integration, where the parent extends management support
through representation of its senior management on the boards of TMFL and TMFSL. CRISIL believes TML will continue to have majority
ownership in TMFL through the holding company structure. This, along with operational integration and a shared brand name, makes TML
morally obligated to support TMFL.
Leading position in CV finance

The TMFHL group is a leading vehicle financier in India and TMFL is among the top five CV financiers with consolidated assets under
management (AUM) of Rs 39738 crores as on December 31, 2020 (Rs 35,946 crore as on March 31, 2020). The disbursements were impacted
in the first half of fiscal 2021; however, have improved since September 2020, in line with the gradual opening up of the economy. As on
December 31, 2020, TMFSL had a standalone portfolio of Rs 6,390 crore (Rs 5,205 crore as on March 31, 2020).
Weakness:
Moderate asset quality
TMFHL’s consolidated asset quality is expected to be reflective of the nature of the subsidiaries’ businesses, which are tilted predominantly in
favour of financing TML’s key customer segments such as super-strategic customers, strategic customers and first-time users of CVs. First-
time users are generally not catered to by traditional CV financiers as the inherent credit risk in some of the customer segments is relatively
high. In the past couple of years, TMFL has revised its business strategy with increasing share of strategic and super-strategic customers who
are expected to have better risk profiles than first-time users.
Given the customer profile, the collection efficiencies had dropped considerable for the group post the imposition of the lockdown. In
April’20, the collection efficiency [1] dropped to 32% for TMFL and 25% for TMFSL. However, on a month on month basis there has been
considerable improvement with a substantial improvement post September 2020. The collection efficiency crossed 100% in January 2021 for
both the entities and has continued to remain strong, touching almost the pre-Covid levels The gross NPA for TMFL stood at 5.6% as on
March 31, 2021 as against 5.9% as on March 31, 2020.. For TMFSL, the gross NPA stood at 3.5% as on March 31, 2021 against 4.6% as on
March 31, 2020.. The sustenance of the collection efficiencies and the consequent impact on asset quality remains a key monitorable.
[1]
Collection Efficiency = Total Collections / Scheduled Billing
Liquidity: Strong
CRISIL's analysis of TMFL’s asset liability maturity (ALM) profile as on March 31, 2021, shows cumulative negative mismatches in over 6
months bucket up to 1-year bucket with inclusion of committed lines of credit. Given the ability of the TMFHL group to raise

funds and expectation of strong support from the ultimate parent TML, any negative mismatch would be manageable.
On a consolidated basis, as on March 31, 2021, the group had repayments of Rs 7985 crore for the three months till June 2021 (of which Rs
2811 crore of CC/WCDL limits are expected to be rolled over). Against the same, the group had cash and equivalents of Rs 5691 crore,
unutilised working capital bank lines of Rs 2246 crore and ICD lines of Rs 1000 crore from TML. Additionally, the group has Rs 750 crore of
liquidity back as of March 31, 2021 to support its liquidity profile.
Outlook: Stable
The rating outlook on TMFL is closely linked to the rating outlook on TML. CRISIL believes TMF Group will be strategically important to
TML, being captive financiers, and will benefit from the financial and management support extended by TML. CRISIL will continue to
closely monitor any development that can significantly alter the extent of support by TML. Changes in the rating outlook or ratings on TML
may lead to similar changes in the rating outlook or ratings on TMF Group.
Rating Sensitivity
factors Upward factors:
Changes in the rating outlook or ratings on TML by 1 notch or higher may lead to similar changes in the rating outlook or ratings on
TMF Group
Downward factors:
Downgrade in the rating of TML by 1 notch or higher
Any change in the support philosophy of TML, resulting in reduced support to the TMFHL group
Sharp deterioration in the consolidated asset quality, impacting the profitability and capital level of the TMFHL group
About the Company
In March 2016, TMFHL acquired 100% stake in TMFL (earlier Sheba Properties Ltd), a non-banking finance company registered with RBI,
for Rs 405 crore from TML. As on March 31, 2016, TMFL had total assets of Rs 205 crore, of which the investment portfolio constituted 94%
of the assets or Rs 193 crore.
With the implementation of the scheme of arrangement effective January 2017, the entire new vehicle finance business has been transferred
from TMFHL to TMFL. Post transfer, TMFL is a non-deposit taking, systemically important, non-banking financial and asset financing
company and will be one of the major financiers of CVs and cars for TML’s customers and channel partners. In fiscal 2021, the company
reported profit after tax (PAT) of Rs 250 crore on total income (net of interest expenses) of Rs 1780 crore, as against a net profit of Rs 59
crore and total income (net of interest expenses) of Rs 1372 crore in the previous fiscal.
Key Financial Indicators
As on /for the year ended March 31, 2021 March 31, 2020 March 31, 2019
Total assets Rs crore 36,815 31,744 32,917
Total income (net of interest expenses) Rs crore 1,780 1,372 1208
Profit after tax (PAT) Rs crore 250 59 204
Total capital ratio % 19.4 16.85 15.25
Gross NPA % 5.6 5.89 2.92
Net NPA % 4.0 5.10 1.52
Any other information: Not applicable
Note on complexity levels of the rated instrument:

CRISIL complexity levels are assigned to various types of financial instruments. The CRISIL complexity levels are available on
www.crisil.com/complexity-levels. Users are advised to refer to the CRISIL complexity levels for instruments that they consider for
investment. Users may also call the Customer Service Helpdesk with queries on specific instruments.
Annexure - Details of Instrument(s)

Name of Date of Coupon Maturity Amount Complexity Rating
ISIN the Allotment rate (%) Date (Rs Levels assigned
crore) with Outlook
Instrument
Highly CRISIL
NA Perpetual Debt NA NA NA 500
complex A/Stable
Non-convertible CRISIL
NA debentures -(Rated and NA NA NA 3000 Simple
AA-/Stable
unutilized)
NA debentures -(Rated and NA NA NA 1600 Simple
AA-/Stable
unutilized)
Non-convertible 27-Feb- CRISIL
INE601U08200 20-Apr-21 7% 400 Simple
debentures 23 AA-/Stable
Non-convertible 03-Jan- CRISIL
INE601U07202 07-Jul-20 7.50% 50 Simple
Non-convertible 31-Mar- CRISIL
INE601U07210 30-Sep-20 7% 100 Simple

INE601U07228 Non-convertible 29-Oct-20 7% 28-Oct- 180 Simple CRISIL
INE601U07236 Non-convertible 29-Oct-20 6.75% 28-Apr- 100 Simple CRISIL
Non-convertible Zero 10-Jun- CRISIL
INE909H07CZ9 10-Jun-16 5 Simple
debentures Coupon 21 AA-/Stable
Non-convertible 13-May- CRISIL
INE909H07CT2 13-May-16 9.20% 10 Simple
Non-convertible 10-Jun- CRISIL
INE909H07CX4 10-Jun-16 9.20% 42 Simple
INE909H07DF9 28-Jun-16 9.30% 22 Simple
INE909H07DJ1 28-Jul-16 9.00% 28-Jul-21 1 Simple
debentures AA-/Stable
INE601U07194 25-Jun-20 7.30% 75 Simple
Non-convertible
CRISIL
NA debentures -(Rated and NA NA NA 1137.40 Simple
AA-/Stable
unutilized)
17-Sep- CRISIL
INE909H08063 Subordinated debt 19-Sep-11 11.00% 75.3 Complex
21 AA-/Stable
02-Mar- CRISIL
INE909H08071 Subordinated debt 02-Mar-12 11.00% 69.15 Complex
22 AA-/Stable
26-Mar- CRISIL
INE909H08089 Subordinated debt 26-Mar-12 11.00% 10 Complex
22 AA-/Stable
22-May- CRISIL
INE909H08097 Subordinated debt 22-May-12 11.00% 37.4 Complex
22 AA-/Stable
03-Aug- CRISIL
INE909H08121 Subordinated debt 03-Aug-12 10.65% 25 Complex
22 AA-/Stable
28-Dec- CRISIL
INE909H08139 Subordinated debt 28-Dec-14 10.46% 28 Complex
22 AA-/Stable
28-May- CRISIL
INE909H08147 Subordinated debt 28-May-13 10.15% 55.1 Complex
23 AA-/Stable
24-May- CRISIL
INE909H08170 Subordinated debt 24-May-13 9.85% 100 Complex
23 AA-/Stable
12-Sep- CRISIL
INE909H08196 Subordinated debt 12-Sep-15 10.60% 25 Complex
24 AA-/Stable
26-Sep- CRISIL
INE909H08204 Subordinated debt 26-Sep-14 10.35% 60 Complex
24 AA-/Stable
19-Dec- CRISIL
INE909H08212 Subordinated debt 19-Dec-14 9.70% 150 Complex
24 AA-/Stable
Subordinated debt- CRISIL
NA NA NA NA 265.1 Complex
(Rated and unutilised) AA-/Stable
30-May- Highly CRISIL
INE909H08105 Perpetual Debt 30-May-12 11.50% 26.9
22 complex A/Stable
28-Jun- Highly CRISIL
INE909H08113 Perpetual Debt 28-Jun-12 11.25% 73.1
22 complex A/Stable
23 complex A/Stable
23 complex A/Stable
05-Sep- Highly CRISIL
INE909H08188 Perpetual Debt 05-Sep-14 11.10% 50.3
24 complex A/Stable
Perpetual Debt- Rated Highly CRISIL
NA NA NA NA 39.7
and unutilised complex A/Stable
Commercial paper-
NA NA NA NA 8,000.00 Simple CRISIL A1+
Rated and unutilised
Cash Credit & Working CRISIL
NA Capital Demand Loan NA NA NA 6057.17 NA
AA-/Stable
**@%<*
Long Term Bank CRISIL
NA NA NA NA 14196.94 NA
Facility $*! AA-/Stable
NA Bank Guarantee* NA NA NA 424.83 NA CRISIL A1+
Proposed Long Term CRISIL
NA NA NA NA 3509.06 NA
Bank Loan Facility++ AA-/Stable
Proposed Bank
NA NA NA NA 812 NA CRISIL A1+
Guarantee++

*Sanctioned bank facilities as on March 31, 2021 (Note- Long-Term Bank Facilities are net of repayments)
++Rated and proposed limits as on March 31 , 2021
**Central Bank of India's CC Limit is Rs 40 Crs and WCDL limit is of Rs 160 Crs
%Out of IDFC First Bank's Limit of Rs 300 Crs, Rs 50 Crs is sublimit of CC/OD. The limit is fungible with BG. FX limit is of Rs 30 crs which is
over and above Rs 300 Crs. IDFC Rs 200 Crs WCDL, is FCNR, fully hedged
Indusind Bank’s limit of Rs 10Crs is with CC sublimit of Rs 4 Crs
@Rs 200 Crs of Canara Bank's CC/WCDL limit includes BG subliit of Rs 1 Cr
*Rs 500 Crs have been earmarked as CP for SBI's CC/WCDL limit of Rs 1000 Crs
<For DBS Bank, CC Limit of Rs 25 Crs is a sublimit of WCDL Limit is Rs 200
cr DBS Rs 200 Crs is unsecured limit
ICICI Rs 200 Crs is CC/WCDL/OTSTL
facility Barclays Rs 2 Crs is multi optional
facility
Bank of India;s Rs 500 Crs is unsecured demand loan
Axis Bank’s Rs 200Crs facility is unsecured WCDL
HDFC’s Rs 100 Crs is WCL facility
$Secured loan from CITI bank of Rs 171 Crores is a USD 25 Million loan which is fully hedged
!ECB from Barclays Bank PLC & DBS Bank of USD 30 Million each; Australia and New Zealand Banking Group Limited is USD 60 Mn, CTBC is
USD 20 Mn, Korean Development Bank is USD 10 Mn and International Finance Corporation of USD 100 Mn
Annexure - Details of Rating Withdrawn

Name of the Date of Coupon Amount
ISIN Maturity Date Complexity Level
Instrument Allotment rate (%) (Rs crore)
Non-convertible
INE909H07CP0 07-Apr-16 9.20% 06-Apr-21 20 Simple
debentures
Annexure – List of entities consolidated

Names of Entities Consolidated Extent of Consolidation Rationale for Consolidation
TMF Holdings Ltd Full Holding
Tata Motors Finance Solutions Ltd Full Co-subsidiary
Annexure - Rating History for last 3 Years

Start of
Current 2021 (History) 2020 2019 2018 2018
Outstanding
Instrument Type Amount Rating Date Rating Date Rating Date Rating Date Rating Rating
Fund Based CRISIL CRISIL CRISIL CRISIL CRISIL CRISIL

LT 23763.17 16-03-21 26-08-20 04-11-19 30-10-18
Facilities AA-/Stable AA-/Stable AA-/Negative AA-/Negative AA/Stable AA/Positive
CRISIL CRISIL CRISIL
-- -- 26-06-20 14-08-19 19-09-18 --
AA-/Negative AA-/Negative AA/Stable
-- -- 21-05-20 05-07-19 07-08-18 --
AA-/Negative AA/Negative AA/Positive
-- -- 24-01-20 27-04-19 31-05-18 --
CRISIL CRISIL
-- -- -- 15-02-19 27-04-18 --
AA/Negative AA/Positive
CRISIL
-- -- -- 06-02-19 -- --
AA/Stable
Non-Fund CRISIL
CRISIL CRISIL CRISIL CRISIL
Based ST 1236.83 A1+ 16-03-21 A1+ 26-08-20 CRISIL A1+ 04-11-19 AA-/Negative 30-10-18 A1+ A1+
Facilities / CRISIL A1+
CRISIL
CRISIL
-- -- 26-06-20 CRISIL A1+ 14-08-19 AA-/Negative 19-09-18 --
A1+
/ CRISIL A1+
CRISIL CRISIL
-- -- 21-05-20 CRISIL A1+ 05-07-19 AA/Negative 07-08-18 A1+ --
/ CRISIL A1+
CRISIL
CRISIL
-- -- 24-01-20 CRISIL A1+ 27-04-19 AA/Negative 31-05-18 --
A1+
/ CRISIL A1+
CRISIL CRISIL
-- -- -- 15-02-19 AA/Negative 27-04-18 A1+ --
/ CRISIL A1+
CRISIL A1+ /
-- -- -- 06-02-19 CRISIL -- --
AA/Stable
Commercial CRISIL CRISIL CRISIL CRISIL
ST 8000.0 16-03-21 26-08-20 CRISIL A1+ 04-11-19 CRISIL A1+ 30-10-18
Paper A1+ A1+ A1+ A1+
CRISIL
-- -- 26-06-20 CRISIL A1+ 14-08-19 CRISIL A1+ 19-09-18 --
A1+
CRISIL
-- -- 21-05-20 CRISIL A1+ 05-07-19 CRISIL A1+ 07-08-18 --
A1+

-- -- 24-01-20 CRISIL A1+ 27-04-19 CRISIL A1+ 31-05-18 CRISIL --
A1+
CRISIL
-- -- -- 15-02-19 CRISIL A1+ 27-04-18 --
A1+
-- -- -- 06-02-19 CRISIL A1+ -- --
Non
CRISIL CRISIL CRISIL CRISIL CRISIL CRISIL
Convertible LT 10605.0 16-03-21 26-08-20 04-11-19 30-10-18
AA-/Stable AA-/Stable AA-/Negative AA-/Negative AA/Stable AA/Positive
Debentures
-- -- 26-06-20 14-08-19 19-09-18 --
-- -- 21-05-20 05-07-19 07-08-18 --
-- -- 24-01-20 27-04-19 31-05-18 --
CRISIL CRISIL
-- -- -- 15-02-19 27-04-18 --
CRISIL
-- -- -- 06-02-19 -- --
AA/Stable
Perpetual CRISIL CRISIL CRISIL CRISIL CRISIL CRISIL
LT 915.0 16-03-21 26-08-20 04-11-19 30-10-18
Bonds A/Stable A/Stable A/Negative A/Negative A+/Stable A+/Positive
-- -- 26-06-20 14-08-19 19-09-18 --
A/Negative A/Negative A+/Stable
-- -- 21-05-20 05-07-19 07-08-18 --
A/Negative A+/Negative A+/Positive
-- -- 24-01-20 27-04-19 31-05-18 --
A/Negative A+/Negative A+/Positive
CRISIL CRISIL
-- -- -- 15-02-19 27-04-18 --
A+/Negative A+/Positive
CRISIL
-- -- -- 06-02-19 -- --
A+/Stable
Short Term CRISIL
ST -- -- -- -- --
Debt A1+
Subordinated CRISIL CRISIL CRISIL CRISIL CRISIL CRISIL
LT 1400.0 16-03-21 26-08-20 04-11-19 30-10-18
Debt AA-/Stable AA-/Stable AA-/Negative AA-/Negative AA/Stable AA/Positive
-- -- 26-06-20 14-08-19 19-09-18 --
-- -- 21-05-20 05-07-19 07-08-18 --
-- -- 24-01-20 27-04-19 31-05-18 --
CRISIL CRISIL
-- -- -- 15-02-19 27-04-18 --
CRISIL
-- -- -- 06-02-19 -- --
AA/Stable
All amounts are in Rs.Cr.
Annexure - Details of various bank facilities

Current facilities Previous facilities
Amount Amount
Facility Rating Facility Rating
(Rs.Crore) (Rs.Crore)
Bank Guarantee* 424.83 CRISIL A1+ Bank Guarantee* 448.83 CRISIL A1+
Cash Credit & Working Cash Credit & Working
CRISIL CRISIL
Capital Demand 6057.17 Capital Demand Loan**% 5056
AA-/Stable AA-/Stable
Loan**@%<* <*
Long Term Bank CRISIL Long Term Bank CRISIL
Facility$*! 14196.94 13434.51
AA-/Stable Facility&$*! AA-/Stable
Proposed Bank Proposed Bank
812 CRISIL A1+ 788 CRISIL A1+
Guarantee++ Guarantee++
Proposed Long Term CRISIL Proposed Long Term CRISIL
3509.06 5272.66
Bank Loan Facility++ AA-/Stable Bank Loan Facility++ AA-/Stable
Total 25000 - Total 25000 -
*Sanctioned bank facilities as on March 31, 2021 (Note- Long-Term Bank Facilities are net of repayments)

++Rated and proposed limits as on March 31 , 2021
**Central Bank of India's CC Limit is Rs 40 Crs and WCDL limit is of Rs 160 Crs
%Out of IDFC First Bank's Limit of Rs 300 Crs, Rs 50 Crs is sublimit of CC/OD. The limit is fungible with BG. FX limit is of Rs 30 crs which is over and above Rs 300 Crs. IDFC Rs 200
Crs WCDL, is FCNR, fully hedged
Indusind Bank’s limit of Rs 10Crs is with CC sublimit of Rs 4 Crs
@Rs 200 Crs of Canara Bank's CC/WCDL limit includes BG subliit of Rs 1 Cr

*Rs 500 Crs have been earmarked as CP for SBI's CC/WCDL limit of Rs 1000 Crs
<For DBS Bank, CC Limit of Rs 25 Crs is a sublimit of WCDL Limit is Rs 200 cr
DBS Rs 200 Crs is unsecured limit
ICICI Rs 200 Crs is CC/WCDL/OTSTL
facility Barclays Rs 2 Crs is multi optional
facility
Bank of India;s Rs 500 Crs is unsecured demand loan
Axis Bank’s Rs 200Crs facility is unsecured WCDL
HDFC’s Rs 100 Crs is WCL facility

$Secured loan from CITI bank of Rs 171 Crores is a USD 25 Million loan which is fully hedged
!ECB from Barclays Bank PLC & DBS Bank of USD 30 Million each; Australia and New Zealand Banking Group Limited is USD 60 Mn, CTBC is USD 20 Mn, Korean Development Bank is
USD 10 Mn and International Finance Corporation of USD 100 Mn
&Long Term bank facilities include Rs 500 Crs of TL to be received from SIDBI.
Criteria Details
Links to related criteria
CRISILs Approach to Financial Ratios
CRISILs Bank Loan Ratings - process, scale and default recognition
Rating Criteria for Finance Companies
CRISILs Criteria for Consolidation
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https://www.crisil.com/mnt/winshare/Ratings/RatingList/RatingDocs/TataMotorsFinanceLimited_May 19, 2021_RR_270933.html 10/

BSE Limited Registered Office: Floor 25, P J Towers, Dalal Street, Mumbai – 400 001, India
T : +91 22 2272 8045 / 8055 F : +91 22 2272 3457 www.bseindia.com
Corporate Identity Number: L67120MH2005PLC155188
DCS/COMP/AA/IP-PPDI/337/21-22 November 25, 2021
TATA Motors Finance Limited

Sir H.C. Dinshaw Building, Office No. 14, 4th Floor,16 Horniman Circle, Fort, Mumbai-400 001
Dear Sir,
Re: Private Placement of Upto 100 Perpetual Subordinated Unsecured Listed Non-Convertible
Debentures (“Unsecured NCDs”) as Tier I & Tier II Capital (within the eligible limits as prescribed by
The RBI) of a face value of Rs.1,00,00,000/- each, aggregating up to Rs.100 Crores plus Greenshoe
option of upto 100 debentures amounting to Rs.100 Crores (“Debentures”) ( “Issue”)
We acknowledge receipt of your application on the online portal on November 25, 2021
seeking In-principle approval for issue of captioned security. In this regard, the Exchange is
pleased to grant in-principle approval for listing of captioned security subject to fulfilling the
following conditions at the time of seeking listing:
1. Filing of listing application.
2. Payment of fees as may be prescribed from time to time.
3. Compliance with SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021
read with SEBI Circular No SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021 and
circulars issued thereunder and also Compliance with provisions of Companies Act 2013.
4.Receipt of Statutory & other approvals & compliance of guidelines issued by the statutory
authorities including SEBI, RBI, DCA etc. as may be applicable.
5. Compliance with change in the guidelines, regulations, directions, circulars of the
Exchange, SEBI or any other statutory authorities, documentary requirements from time to
time
6.Compliance with below mentioned circular dated June 10, 2020 issued by BSE before
opening of the issue to the investors.:
https://www.bseindia.com/markets/MarketInfo/DispNewNoticesCirculars.aspx?page=2020
0610-31
7. Issuers, for whom use of EBP is not mandatory, specific attention is drawn towards
compliance with Chapter XV of SEBI Circular No SEBI/HO/DDHS/P/CIR/2021/613 dated
August 10, 2021 and BSE Circular No 20210519-29 dated May 19, 2021. Accordingly, Issuers
of privately placed debt securities in terms of SEBI (Issue and Listing of Non-Convertible
Securities) Regulations, 2021 or ILDM Regulations for whom accessing the electronic book
platform (EBP) is not mandatory shall upload details of the issue with any one of the EBPs
within one working day of such issuance. The details can be uploaded using the following
links Electronic Issuance - Bombay Stock Exchange Limited (bseindia.com)
8. It is advised that Face Value of NCDs issue through private placement basis should be kept as per
Chapter V of SEBI Circular No SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021.
BSE - CONFIDENTIAL
BSE Limited Registered Office: Floor 25, P J Towers, Dalal Street, Mumbai – 400 001, India
T : +91 22 2272 8045 / 8055 F : +91 22 2272 3457 www.bseindia.com
Corporate Identity Number: L67120MH2005PLC155188
9. Issuers are hereby advised to comply with signing of agreements with both the depositories as
per Regulation 7 of SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 read
with SEBI Circular No SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021 .
This In-Principle Approval is valid for a period of 1 year from the date of issue of this letter.
The Exchange reserves its right to withdraw its in-principle approval at any later stage if the
information submitted to the Exchange is found to be incomplete/
incorrect/misleading/false or for any contravention of Rules, Bye-laws and Regulations of
the Exchange, SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 read
with SEBI Circular No SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021 and circulars
issued thereunder, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
Guidelines/Regulations issued by the statutory authorities etc. Further, it is subject to
payment of all applicable charges levied by the Exchange for usage of any system, software
or similar such facilities provided by BSE which the Company shall avail to process the
application of securities for which approval is given vide this letter.
.
Yours faithfully,
For BSE Limited
Sd/- Sd/-
Rupal Khandelwal Raghavendra Bhat
Assistant General Manager Deputy Manager
BSE - CONFIDENTIAL
FORM NO PAS-4
PRIVATE PLACEMENT OFFER LETTER
[Pursuant to section 42 and rule 14 of Companies (Prospectus and Allotment of Securities) Rules, 2014 as
amended by Companies (Prospectus and Allotment of Securities) Second Amendment Rules, 2018]
This PAS 4 shall form an integral part of the Disclosure Documents and each of the Transaction
Documents and shall be read along with each of the aforesaid documents and shall bind the Company,
the Debenture Trustee and the Debenture Holders.
PART A
Section 1 - GENERAL INFORMATION
(i) Name, address, website and other contact details of Tata Motors Finance Limited (here after
referred as “TMFL”) and its subsidiaries indicating both registered office and corporate office:

(A Public Limited Company Incorporated Under the Companies Act, 1956)
Registered Office:
14, 4th Floor, Sir H.C. Dinshaw Building,
16 Horniman Circle,
Fort, Mumbai-400 001.
Corporate Office:
Thane (W) - 400607
Phone: (022) 61815400, Fax: (022) 61815700
(ii) Date of Incorporation of the Company :- 24th January 1989
(iii) Business carried on by TMFL and its subsidiaries with the details of branches or units, if any :
TMFL has an objective of becoming the preferred financier for Tata Motors Limited’s customers and
channel partners by capturing customer spending over the vehicle life-cycle, by extending value
added products combining financing offerings with insurance and other products over a period of time.
TMFL has received RBI license for carrying on its business as a NBFC non-deposit taking systemically
important (ND-SI) classified as NBFC – Investment and Credit Company (NBFC – ICC) and has commenced
its new vehicle financing business from July 13, 2017.
RBI Disclaimer Clause:
1
“The Company is having a valid Certificate of Registration dated July 13, 2017 issued by the Reserve Bank
of India under section 45I-A of the Reserve Bank of India Act, 1934. However, the Reserve Bank of India
does not accept any responsibility or guarantee about the present position as to the financial soundness
of the company or for the correctness of any of the statements or representations made or opinions
expressed by the company and for repayment of deposits / discharge of liabilities by the company.”
a) Business Model - TMFL provides finance for Tata Motors vehicles in the following business verticals:
1. New Vehicles Finance Business:
Commercial Vehicles – TMFL finances entire range of Commercial vehicles to transporters, fleet
owners, First Time users, captive users etc.
Passenger Cars - TMFL finances multi utility vehicles (Safari/ Sumo/ Hexa) and passenger cars (Indica/
Indigo/ /Zest, Bolt, Tiago, Nexon, Tigor, Jaguar, Land Rover etc.) mainly in the personal use segment
and commercial taxi operators.
2. Insurance Support Services: TMFL helps its customers to procure vehicles’ insurance.
b) Details of Promoters: The details of promoters are as follows:-

Promoters – Tata Motors Finance Limited (TMFL) is a company promoted by TMF Holdings Limited
(TMFHL) along with Tata Motors Finance Solutions Limited (TMFSL).
Tata Group: TMFL is part of Tata Group founded by Jamsetji Tata in 1868. The Tata group is a global
enterprise, headquartered in India, comprising 30 companies across 10 verticals. The group operates
in more than 100 countries across six continents, with a mission 'To improve the quality of life of the
communities we serve globally, through long-term stakeholder value creation based on Leadership
with Trust'.
In 2019-20, the revenue of Tata companies, taken together, was $106 billion (INR 7.5 trillion). These
companies collectively employ over 750,000 people.
There are 29 publicly-listed Tata enterprises with a combined market capitalisation of $123 billion (INR
9.3 trillion) as on March 31, 2020.
Tata Motors Limited is a leading global automobile manufacturer with a portfolio that covers a wide
range of cars, sports vehicles, buses, trucks and defense vehicles. Tata Motors is part of the USD 110
billion Tata group founded by Jamsetji Tata in 1868. Tata Motors is India’s largest and the only OEM
offering extensive range of integrated, smart and e-mobility solutions company. Tata Motors has
operations in India, the UK, South Korea, Thailand, South Africa and Indonesia through a strong
network of 134 subsidiaries, associate companies and joint ventures. Among them is Jaguar Land
Rover, in the UK and Tata Daewoo in South Korea.
Tata Motors is the country's market leader in commercial vehicles and among the top four in
passenger vehicles. It is also the world's fifth-largest truck and fourth-largest bus manufacturer. Tata
Motors commercial and passenger vehicles are being marketed in several countries in Europe, Africa,
the Middle East, South Asia, South East Asia, South America, CIS and Russia.
2
TML now sells its vehicles in more than 50 countries. TML cars, buses and trucks roll out at 20
locations across the world – seven in India and the rest in the UK, South Korea, Thailand, South Africa
and Indonesia.
TML has built a strong global network of subsidiaries and associate companies, including Jaguar Land
Rover in the UK and Tata Daewoo in South Korea. Tata Motors is also engaged in engineering and
automotive solutions.
TML supports TMFL (through TMFHL) by way of regular equity infusions, management & systems
support TML also extends management support through representation of its senior management on
TMFL’s board.
c) Information on Subsidiary: TMFL does not have any subsidiary.
d) Number of Branches: 255 branches spread across India (as of 30th September, 2021)
(iv) Brief particulars of the management of TMFL:

Board of Directors:
Name of Director Designation

Mr. Nasser Munjee Independent Director and Chairman of Board
Mrs. Vedika Bhandarkar Independent Director
Mr. P. S. Jayakumar Independent Director
Mrs. Varsha Purandare Independent Director
Mr. P. B. Balaji Non- Executive Director
Mr. Shyam Mani Non - Executive Director
Mr. Samrat Gupta Managing Director and Chief Executive Officer
(v) Names, addresses, DIN and occupations of the directors;
Name, Date of Director Educational Total Work Directorships in other Occupation

Designation Birth and Since Qualifications Experience Companies
and business Age
address of
the Directors
Mr. Nasser Novembe May 19, Masters in More than  Ambuja Professional
Munjee, r 18, 1952 2017 Economics 35 years Cements Limited
68 years from London  Cummins India
Independent School of Limited
Director and Economics,  The Indian Hotels
Chairman of UK. Company Limited
Board of  TMF Holdings
Directors Limited
3
Benedict  Tata Motors
Villa, House Finance Solutions
No.471, Limited
Saudevado,
 Aga Khan Rural
Chorao
Island, Support
Tiswadi, Goa- Programme, India
403102  Indian Institute For
Human Settlements
DIN:  Aga Khan
00010180 Foundation, India
 Miraclefeet
Foundation for
Eliminating club foot
 Jaguar Land Rover
Automotive PLC, UK
 Astarda Ltd., Dubai,
UAE
 Adsum Capital Ltd.,
UAE
 Greenko Energy
Holdings
Mrs. Vedika December May 19, MBA from IIM, More than Professional
Bhandarkar, 19, 1967, 2017 Ahmedabad, 25 years  Tata Motors Limited
54 Years B.Sc from the  Tata Motors Finance
Independent MS University, Solutions Limited
 Tata Sky Limited
Director Udaipur
 Tata Investment
Corporation Limited
B/8 Sea Face  Jai Vakeel
Park, Foundation (NGO)
Bhulabhai  Foundation for
Desai Road, Accessible Aquanir
Worli, and Sanitation
Mumbai
DIN-
00033808
Mr. P. S. April 08, July 10, M.Com, More than  Adani Ports and Professional
Jayakumar, 1962 2020 PGDBM(XLRI), 30 years Special Economic
ACA Zone Limited
Independent 59 years  JM Financial Limited
Director  CG Power and
Industrial Solutions
Limited
4
Adaptiwise  Emcure
Managment Pharmaceuticals
Consulting Limited
Private  VBHC Value Homes
Limited. Private Limited
No 1, Brady  TVS Industrial and
Gladys Logistics Parks Private
Plaza,Senapa Limited
ti Bapat Marg  LICHFL Asset
,Lower Parel Management
,Mumbai . Company Limited
Maharashtra  TMF Holdings Limited
400013  Tata Motors Finance
Solutions Limited
 Northern Arc Capital
DIN: Limited
01173236  Perfios Account
Aggregation Services
Private Limited
Mr. P. B. Septembe January Mechanical More than  TMF Holdings Limited Service
Balaji, r 09, 1969 29, Engineer – IIT 25 years  Tata Motors Finance
52 years 2018 Chennai Solutions Limited
Non- PGDM – IIM  Tata Technologies
Executive Kolkata Limited
Director  Tata Consumer
Products Limited
Tata Motors  Tata Motors
Limited, Passenger Vehicles
Limited (Formerly
Bombay
known as TML
House, Business Analytics
Homi Mody Services Limited)
Street, Fort,  Jaguar Land Rover
Mumbai 400 Automotive Plc., UK
001
DIN: -
02762983
5
Mr. Shyam Septembe March B. Tech (IIT – More than  TMF Holdings Limited Professional
Mani, r 01,1953 29, Kanpur) 40 years  Tata Motors Finance
68 years 2016 Solutions Limited
Non-  Tata Motors
Executive Insurance Broking
Director and Advisory Services
Limited
131,  Tata Hitachi
Sunflower, Construction
Cuffe Parade, Machinery Company
Mumbai – Private Limited
400 005  TML Business
Services Limited
DIN: [Formerly known as
00273598 Concorde Motors
(India) Limited]
 Tata Motors
Passenger Vehicles
Limited (Formerly
known as TML
Business Analytics
Services Limited)
Mrs. Varsha December June 16, Bachelor’s More than  Deepak Fertilizers Professional
Vasant 07, 1958 2021 degree in 36 Years and Petrochemicals
Purandare 62 Years Science Corporation Ltd.
(Chemistry)  Orient Cement
Limited
DIN: and Diploma
 Shaily Engineering
05288076 in Business Plastics Limited
Independent Management  The Federal Bank Ltd
Director  TMF Holdings Limited
 Tata Motors Finance
Flat 906, Solutions Limited
Building A,  Tata Cleantech
Capital Limited
Yuthika
 Tata Capital Limited
Apartments
Tata Capital
SR No. 89, Financial Services
Baner, Pune- Limited
411045,
Maharashtra
6
Mr. Samrat July 16, June 17, MBA from the More than  Finance Industry Service
Gupta, 1973 2020 University of 20 years Development Council
Managing 48 years Manchester  TMF Holdings Limited
Director and
Chief
Executive
Officer
Building ‘A’,
Second
Floor,Lodha I
Think Techno
Campus, Off.
Pokharan
Road No.
2,Thane(W)-
400607
DIN:
07071479
(vi) Management’s perception of risk factors :
Forward Looking Statements:

This Disclosure Document contains certain “forward-looking statements”. These forward looking
statements generally can be identified by words or phrases such as “aim”, “anticipate”, “believe”,
“expect”, “estimate”, “intend”, “objective”, “plan”, “shall”, “will”, “will continue”, “will pursue”, “would”,
“will likely result”, “is likely”, “expected to”, “will achieve”, “contemplate”, “seek to”, “target”, “propose
to”, “future”, “goal”, “project”, “should”, “can”, “could”, “may”, “in management’s judgment” or other
words or phrases of similar import or variations of such expressions. Similarly, statements that describe
our strategies, objectives, plans or goals are also forward-looking statements.
All forward looking statements are subject to risks, uncertainties and assumptions about us that could
cause actual results to differ materially from those contemplated by the relevant forward-looking
statement. Important factors that could cause actual results to differ materially from our expectations
include, among others:
 General economic and business conditions in India and abroad;

 Our ability to successfully implement our strategy, our growth and expansion plans and
technological changes;
 Our ability to compete effectively and access funds at competitive cost;
 Changes in the value of Rupee and other currency changes;
 Unanticipated turbulence in interest rates, equity prices or other rates or prices; the performance
of the financial and capital markets in India and globally;
 Availability of funds and willingness of our lenders and investors to lend and invest in TMFL;
 Changes in political conditions in India;
7
 The rate of growth of our loan assets and level of NPAs in our portfolio;
 The outcome of any legal or regulatory proceedings we are or may become a party to;
 Our ability to retain our management team and skilled personnel’s;
 Changes in Indian and foreign laws and regulations, including tax, accounting, banking, securities,
investments and loans, foreign exchange, insurance and other regulations; changes in competition
and the pricing environment in India; and regional or general changes in asset valuations; and
 Changes in laws and regulations that apply to NBFCs in India, including laws that impact our
lending rates and our ability to enforce our collateral.
By their nature, certain market risk disclosures are only estimates and could be materially different
from what actually occurs in the future. As a result, actual future gains or losses could materially
differ from those that have been estimated. Neither TMFL, and its Directors and Officers nor any of
their respective affiliates have any obligation to update or otherwise revise any statements
reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying
events, even if the underlying assumptions do not come to fruition. For further discussion of
factors that could cause our actual results to differ, see the section titled “Risk Factors”
(B) Use of Market Data

Unless stated otherwise, macroeconomic and industry data used throughout this Offer Document has
been obtained from publications prepared by providers of industry information, government sources and
multilateral institutions. Such publications generally state that the information contained therein has
been obtained from sources believed to be reliable but that their accuracy and completeness are not
guaranteed and their reliability cannot be assured. Although the Issuer believes that industry data used
in this Disclosure Document is reliable, it has not been independently verified.
RISK FACTORS
The following are the risks envisaged by the management, and Investors should consider the following
risk factors carefully for evaluating The Company and its business before making any investment
decision. Unless the context requires otherwise, the risk factors described below apply to TMFL only. The
risks have been quantified wherever possible. If any one of the following stated risks actually occurs, the
Company’s business, financial conditions and results of operations could suffer and therefore the value
of the Company’s debt securities could decline.
Note: Unless specified or quantified in the relevant risk factors, the Company is not in a position to
quantify the financial or other implications of any risk mentioned herein below:
A. INTERNAL RISK FACTORS

Delinquency Risk
1. As an NBFC, one of the most important risks affecting the profitability of the Company is the risk
of non-payment by its borrowers and other counterparties.
The Company’s gross receivables as on September 30, 2021 are Rs. 29,43,309 Lakhs. The size of
Issuer’s/Company’s loan assets is expected to continue to increase in the future as the Company
expands its business in India and offers new products. Since most of the Company’s borrowers are
individuals and small and medium size companies, the Company’s credit risk could be higher due to
their potential inability to adapt to changes in the economic and industrial scenario and global
8
technological changes as also changes in the Indian regulatory and political environment. This may
lead to an increase in the number and value of the Company’s NPAs.
The Company is exposed to the risk that third parties which owe us money, securities or other assets
may not perform their obligations. These parties may default on their obligations to us due to
various reasons including bankruptcy, lack of liquidity, operational failure, and other reasons.
Further, any delay in enforcing the collateral due to delays in enforcement proceedings before Indian
courts or otherwise could expose our Company to potential losses.
A nationwide credit bureau has only recently been established in India. This may affect the quality of
information available to the Company about the credit history of the Company’s new borrowers. In
deciding whether to extend credit to or enter into transactions with customers and counter parties,
the Company relies largely on information furnished by or on behalf of its customers, including
financial information, based on which the Company performs its credit assessment. The Company
may also depend on certain representations and undertakings as to the accuracy, correctness and
completeness of information, and the verification of the same by agencies to which such functions
are outsourced. Any such information, if materially misleading may increase the risk of default. The
Company’s financial condition and results of operations could be negatively affected by relying on
information that may not be true or may be materially misleading.
Although the Company regularly reviews credit exposures to clients and counterparties and to
industries and geographical regions that the Company believes may present credit concerns, defaults
may arise from events or circumstances that are difficult to detect or foresee.
2. Our inability to control the number and value of NPAs in our portfolio could adversely affect our
business and results of operations.
The Company’s net non-performing assets were Rs. 20,18,07 Lakhs representing 7.03 % of the value
of our net receivables as on September 30, 2021. It may be difficult for the Company to control or
reduce the number and value of NPAs of its portfolio due to adverse global and domestic economic
conditions and a prolonged recession period. The Company may not be able to improve its
collections and recoveries in relation to its existing NPAs. The Company’s inability to control or
reduce the number and value of its NPAs may lead to deterioration of the quality of its loan portfolio
and may severely impact its business.
The Company has made provisions of Rs. 726,47 lakh towards its gross NPAs as on September 30,
2021. Though the Company’s total provisioning against the NPAs at present may be adequate to
cover all the identified losses in our loan portfolio, there may not be any assurance that in future, the
provisioning though compliant with regulatory requirements will be sufficient to cover all anticipated
losses. Further, the Company may not be able to meet its recovery targets set for the particular
financial year due to the economic slowdown and intense competition witnessed at both global and
domestic levels. In such circumstances, there could be an increase in the number and value of our
NPAs which can impact the Company.
3. The Company may be exposed to the potential loss of less recovery of value of collaterals due to
delays in their enforcement on defaults by the its borrowers and also due to market conditions
The Company’s total gross receivables as on September 30, 2021 are Rs. 29,43,309 Lakhs. The value
of collaterals wherever applicable may decline due to adverse market conditions. Delays in
bankruptcy and foreclosure proceedings, defects in title, documentation of collateral and the
necessity of obtaining regulatory approvals for the enforcement of such collaterals may affect the
valuation of the
9
collateral and the Company may not be able to recover the estimated value of the collateral, thus
exposing the Company to potential losses.
4. System failures, infrastructure bottlenecks and security breaches in computer systems may
adversely affect our business.
The Company’s businesses is highly dependent on its ability to process, on a daily basis, a large
number of increasingly complex transactions. The Company’s financial, accounting or other data
processing systems may fail to operate adequately or become disabled as a result of events that are
wholly or partially beyond its control, including a disruption of electrical or communications services.
If any of these systems do not operate properly or are disabled or if there are other shortcomings or
failures in the Company’s internal processes or systems, it could affect its operations or result in
financial loss, disruption in businesses, regulatory intervention or damage to the Company’s
reputation. In addition, the Company’s ability to conduct business may be adversely impacted by a
disruption in the infrastructure that supports its businesses and the localities in which the Company
is located.
The Company’s operations also rely on the secure processing, storage and transmission of
confidential and other information in its computer systems and networks. The Company’s computer
systems, software and networks may be vulnerable to unauthorized access, computer viruses or
other malicious code and other events that could compromise data integrity and security.
5. The Company’s lending activities are vulnerable to interest rate risks, market risks and asset
liability mismatch risks which may have great impact on its financial performance.
Interest income forms a substantial part of the total income of the Company. The Company extends
loans at fixed interest rates. The Company’s borrowings are a mix of fixed and floating rates. A
mismatch between assets and liabilities may cause gross spreads to decline and adversely affect the
Company’s profitability and liquidity conditions. The Company endeavors to match interest rate
positions to minimize interest rate risk and avoid liquidity risks but may not be able to do so.
Operations of the Company are susceptible to interest rate movements. Interest rates are highly
sensitive to many factors which are beyond our control, including the monetary policies of the RBI,
de-regulation of the financial sector in India, domestic and international economic and political
conditions, inflation and other factors.
6. The Company faces asset-liability mismatches in the short term, which could affect its liquidity
position. A portion of the Company’s funding requirement is through short-term funding sources
and in the event lenders decide to withdraw the existing or committed credit facilities or do not
roll over the existing credit facilities, the Company’s business could be adversely affected.
The difference between the value of assets and liabilities maturing, in any time period category
provides the measure to which we are exposed to the liquidity risk. As is typical for several NBFCs, a
portion of our funding requirements is met through short-term funding sources, i.e. bank loans,
working capital demand loans, cash credit, short term loans and commercial papers. However, a
large portion of our assets have medium or long-term maturities. In the event that the existing and
committed credit facilities are withdrawn or are not available to the Company, funding mismatches
may be created and it could have a very adverse effect on business and future financial performance
of the Company.
1
7. The Company’s indebtedness and restrictive covenants imposed by its financing agreements,
debenture trust deeds could restrict ability to conduct business and operations.
Should the Company breach any financial or other covenants contained in any of its financing
agreements, debenture trust deeds, the Company may be required to immediately repay its
borrowings either in whole or in part, together with any related costs. Under the terms of some of
the loan agreements, the Company is required to obtain the prior written consent of the concerned
lender prior to the Company entering into any scheme of expansion, merger, amalgamation,
compromise or reconstruction or selling, leasing, transferring all or a substantial portion of its loan
receivables/ current assets; making any change in ownership or control or constitution of the
Company, or in the shareholding or management or majority of directors, or in the nature of
business of the Company; or making amendments in the Company’s Memorandum and Articles of
Association wherever applicable. This may restrict/ delay some of the actions / initiatives that the
Company may like to take from time to time.
8. The Company may not get the benefits of being a Tata group company in case of any change of
control.
In case of any change of control due to any event such as transfer of shares by the Company’s
Promoter, preferential allotment to any investor, our ability to leverage the “Tata” brand may get
affected and the benefits of being a Tata group company including leveraging of business from other
Tata companies may become unavailable to the Company and consequently, could adversely impact
its business operations and profitability.
9. The Company is exposed to various operational risks including the risk of fraud and other
misconduct by employees or outsiders.
Like other financial intermediaries, the Company is also exposed to various operational risks which
include the risk of fraud or misconduct by its employees or even an outsider, unauthorized
transactions by employees or third parties, misreporting and non-compliance of various statutory
and legal requirements and operational errors. It may not be always possible to deter employees
from the misconduct or the precautions that the Company take to detect and prevent these
activities may not be effective in all cases. Any such instances of employee’s misconduct or fraud, or
improper disclosure of confidential information, could result in regulatory and legal proceedings and
may harm reputation and also operations of the Company.
10. The Company may not be able to attract or retain talented professionals required for our business.
The complexity of the Company’s business operations requires highly skilled and experienced
manpower. Such highly skilled personnel give a competitive edge the Company. Further the
successful implementation of the Company’s growth plans would largely depend on the availability
of such skilled manpower and its ability to attract such qualified manpower. The Company may lose
many business opportunities and its business would suffer if such required manpower is not
available on time. Though we have appropriate human resources policies in place, the Company may
face the risk of losing its key management personnel due to reasons beyond its control and it may
not be able to replace them in a satisfactory and timely manner which may adversely affect its
business and its future financial performance.
1
11. The Company may not be able to access funds at competitive rates and higher cost of borrowings
could have significant impact on the scale of our operations and also profit.
The Company’s growing business needs would require it to raise funds through commercial
borrowings. The Company’s ability to raise funds at competitive rates would depend on its external
credit rating, lenders’ internal rating and credit norms, financial performance, regulatory
environment in the country and the liquidity scenario in the markets and economy. The
developments in the international markets affect the Indian economy including the financial liquidity
position. The Company is exposed to the risk of liquidity in the financial markets. Changes in
economic and financial conditions could make it difficult for the Company to access funds at
competitive rates. Being an NBFC
- Investment and Credit Company (NBFC – ICC), the Company due to has restrictions from RBI to
raise funds from international markets which are relatively cheaper sources of funds and this further
constrains its ability to raise cheaper funds.
12. The Company has commitments and contingent liabilities as on September 30, 2021
a. Commitments
i. Capital Commitments
A) Estimated amount of contracts remaining to be executed on capital account and not provided
for Rs. 3,39.95 lakhs (at March 31, 2021: Rs. 276.63 .63 lakhs).
ii. Other Commitments

A) Loan commitment towards vehicle financing Rs. 20.06 lakhs (at March 31, 2021: Rs. 74.38 lakhs).
b. Contingent liabilities to the extent not provided for
1) Claims against the Company not acknowledged as debts:
Rs. in lakhs
Particulars At September At March

30, 2021 31, 2021
In respect of consumer disputes 32,83.11 35,30.65
In respect of bonus under Payment of Bonus (Amendment) 26.15 26.15

Act, 2015
Total 33,09.26 35,56.80
2) Bank guarantee for which the Company is contingently liable:
1
As at
As at
March 31, 2021
2021
In respect of guarantees given by banks for Income tax
99.00 99.00
matters
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.
13. The Company faces increasing competition from established banks and NBFCs. The successful
implementation of the growth plans depends on the Company’s ability to face the competition.
The Company’s main competitors are established commercial banks and NBFCs. Over the past few
years, the retail financing area has seen the entry of banks, both nationalized as well as foreign.
Banks have access to more sources of funds at a low cost funds which enables them to enjoy higher
net interest margins and / or offer finance at lower rates. The Company do not have access to
deposits and some other sources as per restrictions levied by RBI, due to which it may be less
competitive. Further, the Company has acquired New Vehicle Financing Business from TMF Holdings
Limited with effect from January 31, 2017. It may therefore face competition from established banks
and NBFCs in its operations and growth which are present for quite number of years.
14. The Company may be unable to adequately protect our intellectual property since some of its
trademarks, logos and other intellectual property are in the process of being registered and
therefore do not enjoy any statutory protection. Further, the Company may be subject to claims
alleging breach of third party intellectual property rights.
“Tata Motor Finance” is a registered trade mark of Tata Sons Private Limited under the provisions of
the Trademarks Act, 1999. The Company cannot assure that Tata Sons Private Limited will continue
to license the aforementioned trademark to it. Further, third parties may infringe the Company’s
intellectual property, causing damage to its business prospects, reputation and goodwill. The
Company’s efforts to protect its intellectual property may not be adequate and any third party claim
on any of its unprotected brands may lead to erosion of its business value and its operations could
be adversely affected. The Company may need to litigate in order to determine the validity of such
claims and the scope of the proprietary rights of others. Any such litigation could be time consuming
and costly and a favorable outcome cannot be guaranteed. The Company may not be able to detect
any unauthorized use or take appropriate and timely steps to enforce or protect its intellectual
property. The Company cannot assure that any unauthorized use by third parties of the trademark
“Tata Motors finance” and other related trademarks will not similarly cause damage to its business
prospects, reputation and goodwill. Further, the Company have entered into a Brand Equity and
Business Promotion Agreement dated July 03, 2017 with Tata Sons Private Limited for the use of the
Trademark “TATA”. Under various clauses mentioned in the agreement, Tata Sons Private Limited
may terminate
1
the aforementioned agreement. Further, only Tata Sons Private Limited has the right to apply for
registration any mark containing the trademark/Trade Name “TATA” and the Company cannot
assure that such marks would eventually be licensed to the Company by Tata Sons Private Limited.
The Company cannot guarantee that the aforementioned agreement will not be terminated in the
future and this may result in it having to change the name of the Company.
15. The Company may have a high concentration of loans to certain customers or group of
customers. If a substantial portion of these loans becomes non-performing, our business and
financial performance could be affected.
The Company’s business of retail lending with or without securities exposes it to the risk of third
parties that owes it money. The Company’s loan portfolio and non-performing asset portfolio has, or
may in the future, have a high concentration in certain customers or groups of customers. These
parties may default on their obligations to the Company due to bankruptcy, lack of liquidity,
operational failure, breach of contract, government or other regulatory intervention and other
reasons including inability to adapt to changes in the macro business environment or for reasons
beyond the control of the Company. Historically, such borrowers or such borrowers’ groups have
been adversely affected by economic conditions in varying degrees. Credit losses due to financial
difficulties of these borrowers/ borrowers’ groups in the future could adversely affect the Company’s
business and its financial performance.
16. The Company have entered into transactions with related parties which create conflicts of
interest for certain of its management and Board of Directors.
The Company have entered into transactions with related parties, including its Promoter and its
affiliated companies. Such agreements may give rise to current or potential conflicts of interest with
respect to dealings between the Company and such related parties. Additionally, there can be no
assurance that any dispute that may arise between the Company and related parties will be resolved
in the Company’s favour.
17. The Company may incur loss in future
If the Company incurs losses in future, the Company’s results of operations and financial condition
will be adversely affected.
Risks Relating to the Utilization of Issue Proceeds
18. Our management will have significant flexibility in applying proceeds of the Issue.
The funds raised through this Issue, after meeting the expenditures of and related to the Issue, will
be used for our various financing activities to repay our existing borrowings, our business operations
including capital expenditure and working capital requirements and all such activities and uses being
subject to applicable law.
The main objects clause of the Memorandum of Association of the Company permits the Company
to undertake the activities for which the funds are being raised through the present Issue and also
the activities which the Company has been carrying on till date.
1
The management of the Company, in accordance with the policies formulated by it from time to
time, will have flexibility in deploying the proceeds received from the Issue if the necessary security
or charge over assets if applicable have been created within 30 days as required the RBI guidelines.
Pending utilization of the proceeds out of the Issue for the purposes described above, the Company
intends to temporarily invest funds in high quality interest bearing liquid instruments including
money market mutual funds, deposits with banks or temporarily deploy the funds in investment
grade interest bearing securities as may be approved by its Board of Directors.
Further as per the provisions of the SEBI (Issue and Listing of Debt Securities) Regulations, 2008, we
are not required to appoint a monitoring agency and therefore no monitoring agency has been
appointed for this Issue.
Risks Relating to the Debentures
19. Changes in general interest rates in the economy may affect the price of the Company’s
Debentures.
All securities where a fixed rate of interest is offered, such as the Company’s Debentures, are subject
to price risk. The price of such securities will vary inversely with changes in prevailing interest rates,
i.e. when interest rates rise, prices of fixed income securities fall and when interest rates drop, the
prices increase. The extent of fall or rise in the prices is a function of the existing coupon, days to
maturity and the increase or decrease in the level of prevailing interest rates. Increased rates of
interest, which frequently accompany inflation and/or a growing economy, are likely to have a
negative effect on the price of our Debentures.
20. The Company is not required to maintain any Debenture Redemption Reserve (DRR) for the
Debentures issued under this Disclosure Document/ Offer Document.
No Debenture Redemption Reserve is being created for the issue of NCDs in pursuance of this Offer
Document since creation of Debenture Redemption Reserve is not required for the proposed issue of
Debentures. As per Companies (Share Capital and Debentures Rules, 2014), no DRR is required to be
created for NCDs issued by NBFCs issued on private placement basis therefore the Company is
exposed for redemption risk
21. Any downgrading in credit rating of the Company’s Debentures may affect the value of NCDs and
thus the Company’s ability to raise further debts.
This Issue of perpetual NCDs has been rated by CRISIL Limited as having CRISIL A/Stable rating. The
Issuer cannot guarantee that these ratings will not be downgraded. Any downgrade in the above
credit ratings may lower the value of the NCDs and may also affect the Issuer’s ability to raise further
debt. Moreover any upgrade in the above rating is not guaranteed by increase in or higher value of
the Company’s perpetual NCDs.
22. Risks Relating to the Perpetual NCDs
In terms of the NBFC Master Directions in connection with “Enhancement of NBFCs‟ capital raising
option for capital adequacy purposes” following are some of terms and conditions applicable to
Perpetual Debt Instruments (PDI) for being eligible for inclusion in Tier I capital:
a) Maturity period of PDIs shall be perpetual.
1
b) Non-deposit taking NBFC with asset size of ₹ 500 crore and above are required to issue PDI
as plain vanilla instruments only. However, the Company shall have 'call option' subject to
strict compliance with each of the following conditions:
i. that the instrument has run for a minimum period of ten years from the date of
issue; and
ii. Call option shall be exercised only with the prior approval of RBI. While considering
the proposals for exercising the call option the RBI would, among other things, take
into consideration the CRAR position of the Issuer both at the time of exercise of the
call option and after the exercise of the call option
c) PDIs shall be subjected to a lock-in clause in terms of which the Company may defer the
payment of interest, if
i. the CRAR of the Company is below the minimum regulatory requirement prescribed
by RBI; or
ii. the impact of such payment results in capital to risk assets ratio (CRAR) of the
Company falling below or remaining below the minimum regulatory requirement
prescribed by the RBI;
d) However, the Company may pay interest with the prior approval of RBI when the impact of
such payment may result in net loss or increase the net loss, provided the CRAR remains
above the regulatory norm.
e) The interest shall not be cumulative except in cases as in (c).
f) The claims of the investors in PDI shall be:
i. superior to the claims of investors in equity shares; and
ii. subordinated to the claims of all other creditors.
g) PDI shall be fully paid up, unsecured and free of any restrictive clauses.
Also as per the terms and conditions of the present issue, making the payment of any Coupon may
be cancelled or suspended at the discretion of the board of directors of the Issuer.
The NCDs issued in accordance with this Disclosure Document are Perpetual in nature. The NCDs
only have a call option after the end of 10 years from the deemed date of allotment and the last date
of every month thereafter, which may be exercised by the Company subject to receipt of prior
approval of the RBI. The NCDs are otherwise Perpetual in nature & shall not be redeemed. Please
note that the investors may make investment decision on the basis of its own analysis and the RBI
and the Company do not accept any responsibility about repayment of such investment.
23. Risks in relation to the security created in relation to the debt securities, if any.: Not applicable since
NCDs are Unsecured
24. Refusal of listing of any security of the issuer during last three years by any of the stock exchanges in
India or abroad: Not applicable
25. Limited or sporadic trading of non-convertible securities of the issuer on the stock exchanges.
The Issuer intends to list the Debentures on the wholesale debt segment of the BSE . The Issuer cannot
provide any guarantee that the Debentures will be frequently traded on the stock exchange and that
there would be any market for the Debentures. It is not possible to predict if and to what extent a
secondary market may develop for the Debentures or at what price the Debentures will trade in the
secondary market or whether such market will be liquid or illiquid. The fact that the Debentures may be
so listed or quoted or admitted to trading does not necessarily lead to greater liquidity than if they were
1
not so listed
1
or quoted or admitted to trading. Further, the Issuer may not be able to issue any further Debentures, in
case of any disruptions in the securities market
26. In case of outstanding debt instruments or deposits or borrowings, any default in compliance with the
material covenants such as creation of security as per terms agreed, default in payment of interest,
default in redemption or repayment, non-creation of debenture redemption reserve, default in payment
of penal interest wherever applicable: Not applicable.
27. If secured, any risks in relation to maintenance of security cover or full recovery of the security in case of
Enforcement: Not applicable
B. EXTERNAL RISK FACTORS
28. The Company is subject to regulatory and legal risk which may adversely affect its business.
The operations of a NBFC are subject to regulations framed by the RBI and other authorities. Under
the guidelines issued by the RBI, the Company has been classified as a Systemically Important Non
Deposit Accepting Investment and Credit Company (NBFC – ICC). The Company will be subject to the
CAR prescribed by the RBI. Under the guidelines issued by the RBI dated September 01, 2016 vide
circular No. DNBR. PD. 008/03.10.119/2016-17, the Company is required to maintain a CAR of 15%
besides complying with other prudential norms.
The Company is also subject to changes in Indian laws, regulations and accounting principles. There
can be no assurance that the laws governing the Indian financial services sector will not change in
the future or that such changes or the interpretation or enforcement of existing and future laws and
rules by governmental and regulatory authorities will not affect its business and future financial
performance.
29. The Company’s growth depends on the sustained growth of the Indian economy and growth plans
of Tata Motors Limited. An economic slowdown in India and abroad with low volumes of Tata
Motors Ltd could have direct impact on our operations and profitability.
Macroeconomic factors that affect the Indian economy and the global economic scenario have an
impact on our business. The quantum of our disbursements is driven by the growth in demand for
passenger cars, commercial vehicles etc. The Indian economy has been improving on macro factors.
In case the economy does not grow on macro factors and if TML sales volumes are low because of
slow down in economy in future, it may have direct impact on the Company’s disbursements and
such prolonged slowdown of the economy as a whole can increase the level of defaults thereby
adversely impacting the Company’s growth plans and the quality of its portfolio.
30. Political instability or changes in the government could delay further liberalization of the Indian
economy and adversely affect economic conditions in India generally, which could impact the
Company’s business.
The role of the Indian Central and State Governments in the Indian economy has remained
significant over the years. Since 1991, the Government has pursued a policy of economic
liberalization, including significantly relaxing restrictions on the private sector. There can be no
assurance that these liberalization policies will continue in the future. The rate of economic
liberalization could change, and
1
specific laws and policies affecting financial services companies, foreign investment, currency
exchange rates and other matters affecting investments in Indian companies could change as well. A
significant change in India’s economic liberalization and deregulation policies could disrupt business
and economic conditions in India, thus affecting the Company’s business. The current Government is
and future Governments could be a coalition of several parties. The withdrawal of one or more of
these parties could result in political instability. Any political instability in the country could
materially impact the Company’s business adversely.
31. Civil unrest, terrorist attacks and war could affect the Company’s business.
Terrorist attacks and other acts of violence, war or conflicts, particularly those involving India, as well
as the United States of America, the United Kingdom, Singapore and the European Union, may
adversely affect Indian and global financial markets. Such acts may negatively impact business
sentiment, which could adversely affect the Company’s business and profitability. India has from
time to time experienced, and continues to experience, social and civil unrest, terrorist attacks and
hostilities with neighboring countries. Also, some of India’s neighboring countries have experienced,
or are currently experiencing internal unrest. This, in turn, could have a material adverse effect on
the market for securities including the Debentures. The consequences of any armed conflicts are
unpredictable, and the Company may not be able to foresee events that could have an adverse
effect on its business and the price and yield of its NCDs.
32. The Company’s business may be adversely impacted by natural calamities or unfavorable
climatic changes.
India, Bangladesh, Pakistan, Indonesia and other Asian countries have experienced natural calamities
such as earthquakes, floods, droughts and a tsunami in recent years. Some of these countries have
also experienced pandemics, including the outbreak of avian flu/ swine flu. The extent and severity
of these natural disasters and pandemics determines their impact on these economies and in turn
affects the financial services sector of which the Company is a part. Prolonged spells of abnormal
rainfall and other natural calamities could have an adverse impact on the economies in which the
Company have operations, which could adversely affect its business and the price of its Debentures.
33. Any downgrading of India’s sovereign rating by an international rating agency(ies) may affect the
Company’s business and its liquidity to a great extent.
Any adverse revision to India’s sovereign credit rating for domestic and international debt by
international rating agencies may adversely impact the Company’s ability to raise additional
financing and the interest rates and other commercial terms at which such additional financing is
available. This could have an adverse effect on the Company’s financial performance and its ability to
obtain financing to fund its growth on favourable terms, or at all.
NOTES TO THE RISK FACTORS
Save, as stated elsewhere in this Disclosure Document / Offer Document, since the date of the audited
financial accounts, no developments have taken place that are likely to materially and adversely affect
the performance or prospects of the Company.
1
(vii) Details of default, if any, including therein the amount involved, duration of default and present
status in repayment of – (a) statutory dues; (b) debentures and interest thereon; (c) deposits and
interest thereon; (d) loan from any bank or financial institution and interest thereon;
TMFL has not defaulted in repayment of:

i) Statutory dues;
ii) Debentures and interest thereon;
iii) Deposits and interest thereon;
iv) Loan from any bank or financial institution and interest thereon.
(viii) Names, designation, address and phone number, email ID of the nodal/ compliance officer of TMFL,
if any, for the private placement offer process :
Compliance Officer:
Mr. Vinay B. Lavannis
Company Secretary
Building ‘A’, 2nd Floor;
Lodha I Think Techno Campus,
Off. Pokharan Road No. 2,
Thane (W) - 400607
Phone: (022) 6181 5400, Fax: (022) 6181 5700
Email: vinay.lavannis@tmf.co.in
(ix) Any default in Annual filing of the Company under the Companies Act, 2013 or the rules made
thereunder –
NIL
2
Section 2 – FINANCIAL INFORMATION
(i) Financial information of the company for last 3 Financial years and for half year ended September
2021 :
Balance Sheet for year ended March 31, 2021, March 31, 2020 and March 31, 2019.
(Rs. In Lakhs) as at
As at As at As at
Sr.
Particulars March 31, March 31, March 31,
No.
2021 2020 2019
I ASSETS
1 Financial assets
(a) Cash and cash equivalents 4,26,610.87 1,90,297.62 70,079.17
(b) 98,770.41 1,28,738.68 97,783.10
equivalents
(c) Derivative financial instruments 2,635.94 7,940.77 117.79
(d) Receivables
(I)Trade receivables 6,056.04 18,788.70 3,387.67
(II) Other receivables 3,133.12 5,966.31 890.80
30,40,680.0
(e) Loans 30,04,816.33 27,35,732.70
2
(f) Investments 24,232.84 13,973.35 17,816.83
(g) Other financial assets 52,013.02 5,474.85 13,834.10
32,44,589.4
36,18,268.57 31,06,912.98
8
Current tax assets (net) 10,994.33 15,473.02 7,098.68
Deferred tax assets (net) 14,946.38 15,765.31 17,531.19
Property, plant and equipment 23,583.16 21,132.51 9,844.63
Capital work-in-progress 0.00 69.70 26.84
Other intangible assets 461.83 299.79 435.00
Other non-financial assets 13,286.45 14,418.01 12,195.32
63,272.14 67,158.34 47,131.66
3 Non-current assets held for sale - 335.68 -
32,91,721.1
Total Assets 36,81,540.72 31,74,407.00
4
II EQUITY AND LIABILITIES

(a) Derivative financial instruments 4,104.19 1,025.29 230.85
2
(b) Payables
(I) Trade Payables
26,852.36 23,318.28 23,658.74
(I) Other Payables
4,765.24 2,185.66 4,271.78
Debt securities 8,33,487.69 6,62,922.94 9,32,845.12

17,93,378.4
Borrowings (Other than debt securities) 21,09,890.94 18,87,531.07
9
Subordinated liabilities 1,65,493.19 2,01,452.34 2,00,254.92
Other financials liabilities 72,518.36 46,145.38 22,076.40
29,76,716.3
32,17,111.97 28,24,580.96
0
2 Non-Current Liabilities
Current tax liabilities (net) 53.31 53.31 51.65
Provisions 8,087.52 7,675.66 12,421.37
Other non-financial liabilities 8,155.54 5,443.14 5,855.54
16,296.37 13,172.12 18,328.56
3 Equity
Equity share capital 60,827.69 60,827.69 58,384.69
Instruments entirely equity in nature 96,300.00 25,000.00
Other equity 2,91,004.69 2,50,826.24 2,38,291.59
4,48,132.38 3,36,653.93 2,96,676.28
32,91,721.1
Total liabilities and equity 36,81,540.72 31,74,407.00
4

Condensed Interim Balance Sheet as at September 30, 2021
(₹ in lakhs)
As at
2021
I ASSETS
1 Financial assets
(a) Cash and cash equivalents
5 2685,45.18
(b)
equivalents 6 1149,25.59
(c) Derivative financial instruments
14 32,21.12
2
(d) Receivables
i. Trade receivables
7 56,16.75
ii. Other receivables
T8 33,28.51
(e) Loans
9 27939,85.31
(f) Investments
10 290,44.65
(g) Other financial assets
11 396,64.89
32583,32.00
(a) Current tax assets (net)
129,98.87
(b) Deferred tax assets (net)
286,48.99
(c) Property, plant and equipment
12A 209,05.37
(d) Capital work-in-progress
12.06
(e) Other intangible assets
12B 4,12.45
(f) Other non-financial assets
13 120,76.35
750,54.09
Total assets
33333,86.09
II LIABILITIES AND EQUITY
(a) Derivative financial instruments
14 33,23.06
(b) Payables 15
(i) Trade payables
-
(ii) Other payables
-
(c) Debt securities
16 7341,57.87
(d) Borrowings (Other than debt securities)
17 18615,36.66
2
(e) Subordinated liabilities
18 1580,33.60
(f) Other financials liabilities
19 698,51.38
28526,64.15
2 Non-financial liabilities
(a) Current tax liabilities (net)
53.31
(b) Provisions
20 78,75.01
(c) Other non-financial liabilities
21 71,62.12
150,90.44
3 Equity
(a) Equity share capital
22A 608,27.69
(b) Instruments entirely equity in nature
22B 1223,00.00
(c) Other equity
2825,03.81
4656,31.50
Total liabilities and equity
33333,86.09
Statement of Profit and Loss (Rs. In Lakhs) for year ended March 31, 2021, March 31, 2020 and March
31, 2019
N March 31, March 31, March 31,

Particulars
o. 2021 2020 2019
I. 3,84,644.4 3,69,254.9 3,13,593.0

7 2 7
II. Other income 17,788.87 15,928.03 11,352.90
III 4,02,433.3 3,85,182.9 3,24,945.9
Total revenue (I + II)
4 5 8
IV Expenses:
1 2,24,482.8 2,47,977.6 2,04,057.4
Finance cost
2 6 4
2 Impairment of financial instruments and other assets 85,946.89 60,438.38 28,586.90
3 Employee benefits expenses 26,668.06 24,796.89 28,470.59
4 Depreciation and amortization 5,854.56 4,563.21 1,678.49
5 Other expenses 37,569.98 44,485.63 48,364.89
2
IV 3,80,522.3 3,82,261.7 3,11,158.3
Total expenses
1 7 1
V Profit / (Loss) before exceptional items and tax (III-IV) 21,911.03 2,921.18 13,787.66
VI Exceptional items
VI
Profit / (Loss) before tax (V - VI) 21,911.03 2,921.18 13,787.66
I
VI
Tax expense
II
(1) Current tax 0.00 0.00 0.00
(2) Deferred tax -3,056.60 -2,994.74 -6,600.00
Total tax expense -3,056.60 -2,994.74 -6,600.00
IX Profit / (Loss) for the period from continuing

24,967.63 5,915.92 20,387.66
. operations (VII-VIII)
X. Other comprehensive income / (loss)

(A). (i) Items that will not be reclassified to profit or
loss:
a) Remeasurement gains and (losses) on defined
-340.57 216.11 402.03
benefit obligations (net)
b) Equity instruments fair value through other
5,001.59 -1,727.01 527.67
comprehensive income
(ii) Income tax relating to items that will not be
Subtotal (A) 4,661.02 -1,510.90 929.70
(B). (i) Items that will be reclassified to profit or loss:

a) Gains and (losses) in cash flow hedges -265.13 -4,388.13 -377.10
b) Debt Instruments through Other Comprehensive
20,690.45 13,623.53
Income
(ii) Income tax relating to items that will be reclassified
-3,875.54 -4,760.60
to profit or loss
Subtotal (B) 16,549.78 4,474.80 -377.10
Total other comprehensive income/(loss) for the

21,210.80 2,963.90 552.60
period (net of tax)
XI Total comprehensive income / (loss) for the period

46,178.43 8,879.82 20,940.26
(net of tax) (IX+X)
TATA MOTORS FINANCE LIMITED (CIN -

U45200MH1989PLC050444)
2
Condensed Interim Statement of Profit and Loss for
the period ended September 30, 2021
(₹ in lakhs) (₹ in lakhs)
For the For the For the For the
quarter period quarter period
Particulars ended ended ended ended
September September September September
30, 2021 30, 2021 30, 2020 30, 2020
(a) Interest income
846,46.06 1658,75.74 861,54.40 1644,75.28
(b) Dividend income
25.75 1,78.59 61.98 61.98
(c) Rental income
15,00.03 32,20.19 14,68.17 29,44.95
Net gain on fair value
(d)
changes 40,90.08 59,48.29 36,80.25 51,59.12
(e) Net gain on derecognition of financial
instruments under amortised cost
97,02.56 102,77.07 5,58.73 18,37.45
category
Other fees and service
(f)
charges 44,56.85 82,34.51 13,50.46 16,80.90
I
Total Revenue from operations
1044,21.33 1937,34.39 932,73.99 1761,59.68
II
Other income
40,03.05 51,49.33 50,23.90 77,26.48
III Total income (I + II)

1084,24.38 1988,83.72 982,97.89 1838,86.16
IV Expenses
(a)
Finance cost
519,36.73 1073,46.57 564,06.70 1133,66.29
(b) Impairment of financial
instruments and other assets (75,52.80) 515,88.26 205,47.28 324,63.23
(c)
Employee benefits expenses
65,80.36 132,60.03 62,07.59 115,78.01
(d) Depreciation and
amortization 13,98.16 28,98.24 15,28.49 29,02.22
(e)
Other expenses
113,50.58 205,21.85 81,20.49 153,92.83
Total expenses
637,13.03 1956,14.95 928,10.55 1757,02.58
V Profit before exceptional items

and tax (III - IV) 447,11.35 32,68.77 54,87.34 81,83.58
VI
Exceptional items
- - - -
2
VII
Profit before tax (V - VI)
447,11.35 32,68.77 54,87.34 81,83.58
VIII Tax expense / (income)

Current tax
- - - -
Deferred tax
46,80.04 (103,11.14) 18,03.26 2,24.57
Total tax expense
46,80.04 (103,11.14) 18,03.26 2,24.57
IX Profit for the period from
continuing operations (VII - VIII) 400,31.31 135,79.91 36,84.08 79,59.01
X
Profit for the period
400,31.31 135,79.91 36,84.08 79,59.01
XI Other comprehensive income

i. Items that will not be
A
a. Equity Instruments
through Other
(1,97.55) 20,03.89 11,35.09 14,99.87
Comprehensive Income
ii. Income tax relating to items that
will not be reclassified to profit or loss 5,04.42 (13,02.23) - -
Subtotal (A) 3,06.87 7,01.66 11,35.09 14,99.87

i. Items that will be
B
a. Net Gains/(losses) on
cash flow hedges (6,81.22) (28.82) (1,50.20) (28,61.36)
b. Debt Instruments
through Other
(33,59.59) (186,49.44) (51,60.42) (6,42.65)
Comprehensive Income
ii. Income tax relating to items that
will be reclassified to profit or loss 8,45.54 46,93.69 18,03.26 2,24.57
Subtotal (B) (31,95.27) (139,84.57) (35,07.36) (32,79.44)

Other Comprehensive
Income (A + B) (28,88.40) (132,82.91) (23,72.27) (17,79.57)
XII Total comprehensive income for

the period 371,42.91 2,97.00 13,11.81 61,79.44
XIII Earnings per share of ₹ 100 each (not

annualised)
Basic (in ₹)
44.20 12.82 4.37 4.67
Diluted (in ₹)
44.20 12.82 4.37 4.67
2
(ii) Date of passing of board resolution: July 20, 2021
(iii) Date of passing of resolution in the general meeting, authorizing the offer of securities: May 11,
2021
(iv) Kinds of securities offered (i.e. whether share or debenture) and class of security: Perpetual,
Subordinated, Listed, Unsecured, Rated Non-Convertible Debentures (NCDs)
(v) Total numbers of shares or other securities to be issued: 100 NCDs plus green shoe option of 100
NCDs
(vi) Price at which the security is being offered including the premium, if any, along with justification
of the price : NCDs will be issued at par with a face value of Rs. 1,00,00,000 with minimum subscription
of Rs. 1,00,00,000
(vii) Name and address of the valuer who performed valuation of the security offered and basis on
which the price has been arrived at along with report of registered valuer : Not Applicable
(viii) Relevant date with reference to which the price has been arrived at (Relevant date means a date
at least thirty days prior to the date on which the general meeting of the Company is scheduled to be
held):
Not applicable
(ix) The class or classes of persons to whom the allotment is proposed to be made :
As per Disclosure Document dated December 02, 2021
(x) Intention of promoters, directors or key managerial personnel to subscribe to the offer
(applicable in case they intend to subscribe to the offer) : Not required in case of issue of non-
convertible debentures
(xi) The proposed time within which the allotment shall be completed:
Bid Opening day – December 02, 2021 at 11:00 am

Bid closing day – December 02,2021 at 01:00 pm
Issue opens – December 02, 2021
Issue closes – December 02, 2021
Pay-in date – December 03,2021
Deemed Allotment Date – December 03. 2021
(xii) The names of the proposed allottees and the percentage of post private placement capital that
may be help by them (not required in case of issue of non-convertible debentures) : Not required in
case of issue of non- convertible debentures
2
(xiii) The change in control, if any, in the company that would occur consequent to the private
placement: Not applicable
(xiv) The number of persons to whom allotment on preferential basis/private placement/ rights issue
has already been made during the year, in terms of number of securities as well as price :
During the current F.Y. 2021-22, till date allotment of any security in the Company is shown below –
Date of Type of Basis of No. of Price (Face Number of

Allotment Securities Allotment Securities Value) persons to
Allotted during Allotted whom
F.Y. 2021-22 allotment by
way of private
placement is
made
20/04/2021 Unsecured, Private 4000 Rs. 10,00,000/- 6
Redeemable, Placement Basis
Listed, Non-
Convertible
Debentures
(NCDs)
Listed, Non-
Convertible
Debentures
(NCDs)
15/06/2021 Perpetual, Private 2,600 Rs. 10,00,000/- 5
Subordinated, Placement Basis
Listed,
Unsecured,
Rated, Non-
Convertible
Debentures
(NCDs)
Listed, Non-
Convertible
Debentures
(NCDs)
Details of allotment made on preferential basis/private placement/ rights issue during the previous
F.Y. 2020-21 is given below:
2
Date of Type of Basis of No. of Price (Face Number of
Allotment Securities Allotment Securities Value) persons to
Allotted during Allotted whom
F.Y. 2020-21 allotment by
way of private
placement is
made
15/05/2020 Secured, Private 5000 Rs. 10,00,000/- 1
Listed, Non
Convertible
Debentures
(NCDs)
Listed, Non
Convertible
Debentures
(NCDs)
Listed, Non
Convertible
Debentures
(NCDs)
Listed, Non
Convertible
Debentures
(NCDs)
Listed, Non
Convertible
Debentures
(NCDs)
14/07/2020 Perpetual, Private 150 Rs. 10,00,000/- 1
Listed,
Unsecured,
Rated Non-
Convertible
Debentures
Listed,
Unsecured,
Rated Non-
Convertible
Debentures
3
Listed,
Unsecured,
Rated Non-
Convertible
Debentures
(NCDs)
Listed, Non
Convertible
Debentures
(NCDs)
29/10/2020 Secured, Private 2,800 Rs. 10,00,000/- 4
Listed, Non-
Convertible
Debentures
(NCDs)
Listed,
Unsecured,
Rated Non-
Convertible
Debentures
Listed,
Unsecured,
Rated Non-
Convertible
Debentures
Listed,
Unsecured,
Rated Non-
Convertible
Debentures
Listed,
Unsecured,
Rated Non-
Convertible
Debentures
3
Listed,
Unsecured,
Rated Non-
Convertible
Debentures
(xv) The justification for the allotment proposed to be made for consideration other than cash
together with valuation report of the registered valuer: Not applicable
(xvi) Amount which TMFL intends to raise by way of securities: Rs. 100 Crores with green shoe option of
upto Rs. 100 crores
(xvii) Terms of raising of securities: Duration, if applicable, Rate of dividend or rate of interest, mode of
payment and repayment:
Duration NA as NCDs are Perpetual in nature

Rate of interest 8.35 %% p.a
Mode of payment NEFT or RTGS
Mode of repayment NEFT or RTGS
Note: All other Terms & Conditions will be as per the Disclosure Document dated December 02, 2021
The Company will not be issuing any Debentures under this disclosure document which is having tenor of less
than one year. The Company reserves the right to further issue debentures under aforesaid series / ISIN in
accordance with the SEBI Guidelines.
(xviii) Proposed time schedule for which the offer letter is valid:
Bid Opening day – December 02 2021 at 11:00 am
Bid closing day – December 02, 2021 at 01:00 pm
Issue opens – December 02, 2021
Issue closes – December 02, 2021
Pay-in date – December 03, 2021
Deemed Allotment Date – December 03, 2021
(xix) Purposes and objects of the offer :
Details of Utilization of issue proceeds
To meet the enhanced capital adequacy norms of RBI. The funds raised through this Issue, after meeting
the expenditures of and related to the Issue, will be used for our various financing activities, to repay our
existing borrowings and for our business operations including for our capital expenditure and working
capital requirements and all such activities and uses being subject to applicable law.
The main objects clause of the Memorandum of Association of the Company permits the Company to
undertake the activities for which the funds are being raised through the present Issue and also the
activities which the Company has been carrying on till date.
3
Interim Use of Proceeds
The management of the Company, in accordance with the policies formulated by it from time to time,
will have flexibility in deploying the proceeds received from the Issue. Pending utilization of the proceeds
out of the Issue for the purposes described above, the Company intends to temporarily invest funds in
high quality interest bearing liquid instruments including money market mutual funds, deposits with
banks or temporarily deploy the funds in investment grade interest bearing securities as may be
approved by the Board. Such investment would be in accordance with the investment policies approved
by the Board from time to time.
(xx) Contribution being made by the promoters or directors either as part of the offer or separately in
furtherance of such objects:
The Directors or promoters of the Company may be deemed to be concerned or interested in the issue
of NCD to the extent of the debentures that may be subscribed to by them or by the companies / firms in
which they are interested.
(xxi) Principle terms of assets charged as security, if applicable :
NA
(xxii) The details of significant The details of significant and material orders passed by the
Regulators, Courts and Tribunals impacting the going concern status of the company and its future
operations : NIL
(xxiii) The pre-issue and post-issue shareholding pattern of the company: As follows
Equity Share Capital:
No. Category Pre Issue Holding Post Issue Holding
No. of Share % of Share No. of Share Held % of Share Holding

Held Holding
A Promoters`
Holding
1 Indian
i) Individual 0 0 0 0
ii) Body Corporate 60,827,689 100 60,827,689 100
Sub Total 60,827,689 100 60,827,689 100
2 Foreign
Promoters
3
Sub Total (A) 60,827,689 100 60,827,689 100
Total Promoters`
Holding
Non Promoters`
B Holding
1 Institutional 0 0 0 0
Investors
2 Non- Institutional
Investors
i) Private Corporate 0 0 0 0
Bodies
ii) Directors & 0 0 0 0
Relatives
iii) Indian Public 0 0 0 0
iv) Others (including 0 0 0 0

NRIs)
Sub Total (B) 0 0 0 0
Total Non-
Promoters`
Holding
Grand Total (A) + 60,827,689 100 60,827,689 100

(B)
Preference Share Capital:

No. Category Pre Issue Holding Post Issue Holding
No. of Share % of Share No. of Share Held % of Share Holding

Held Holding
A Promoters`
Holding
1 Indian
i) Individual
ii) Body Corporate 77.46 56,000,000 77.46

56,000,000
Sub Total 77.46 56,000,000 77.46
56,000,000
3
2 Foreign 0 0 0 0
Promoters
Sub Total (A) 77.46 56,000,000 77.46
Total Promoters` 56,000,000
Holding
B Non Promoters`
Holding
1 Institutional 0 0 0 0
Investors
2 Non- Institutional
Investors
i) Corporate Bodies 14,425,000 19.95 14,425,000 19.95
ii) Directors & 0 0 0 0

Relatives
iii) Indian Public 1,875,000 2.59 1,875,000 2.59
iv) Others (including 0 0 0 0

NFFC and Trust)
Sub Total (B) 16,300,000 22.54 16,300,000 22.54

Total Non-
Promoters`
Holding
Grand Total (A) + 72,300,000 100 72,300,000 100

(B)
Section 3 – MODE OF PAYMENT FOR SUBSCRIPTION
Cheque
Demand Draft
Other Banking Channels like National Electronic Clearing Service (NECS) or Real Time Gross Settlement
(RTGS) or National Electronic Funds Transfer (NEFT)
Section 4 – Disclosures With Regard To Interest of Directors, Litigation, Etc.
i. Any financial or other material interest of the directors, promoters or key managerial personnel in the
offer and the effect of such interest in so far as it is different from the interests of other persons.
3
The Directors, promoters or Key Managerial Persons of the Company or their respective relatives may be
deemed to be concerned or interested in the issue of NCD to the extent of the debentures that may be
subscribed to by them or by the companies / firms in which they are interested.
ii. Details of any litigation or legal action pending or taken by any Ministry or Department of the
Government or a statutory authority against any promoter of the offeree company during the last
three years immediately preceding the year of the issue of private placement offer cum application
letter and any direction issued by such Ministry or Department or statutory authority upon conclusion
of such litigation or legal action shall be disclosed
No litigation or legal action pending or taken by any Ministry or Department of the Government or a
statutory authority against any promoter of the offeree company during the last three years
iii. Remuneration of directors (during the current year and last three financial years) :
During FY 2018-19 and FY 2019-20 there was no Managing Director in the Company. However, Mr.
Samrat Gupta, Chief Executive Officer of the Company has been appointed as Managing Director and
Chief Executive Officer by the Board for a period of 5 years w.e.f. June 17, 2020 which has been
approved by the members at the Annual General Meeting held on September 21, 2020.
Remuneration paid to Managing Director & Chief Executive Officer (Mr. Samrat Gupta)
Financial Year Amount (Rs. In Lakhs)
Financial Year 2020-21 330.26
Sitting Fees Paid to Directors (Amount in Rs. Lakhs) as on March 31, 2021 –
Name of Director FY 2021-22 FY 2020-21 FY 2019-20 FY 2018-19

Mr. Nasser Munjee 3.90 7.50 4.90 3.70
Mr. Hoshang Sinor - - 6.40 13.10
Mr. Phillie Dara Karkaria - - 11.20 11.30
Mrs. Vedika Bhandarkar 8.40 13.70 10.00 11.30
Mr. P. S. Jayakumar 7.50 9.30 - -
Mrs. Varsha Purandare 3.70 - - -
Mr. Shyam Mani 6.90 - - -
Commission paid to Directors (Amount in Rs. Lakhs)
3
Name of Director FY 2021-22 FY 2020-21 FY 2019-20 FY 2018-19
Mr. Nasser Munjee 40.00 30.00 - 20.00
Mr. Hoshang Sinor - 30.00 - 20.00
Mr. Phillie Dara -
30.00 - 20.00
Karkaria
Mrs. Vedika 40.00
- - 20.00
Bhandarkar
Mr. P. S . 30.00 - - -
Jayakumar
Notes:
 Mr. P. D. Karkaria (DIN: 00059397), Independent Director had retired from the Board of Directors
with effect from April 01, 2020.
 Mr. P.S. Jayakumar (DIN: 01173236) has been appointed as an Independent Director with effect
from July 10, 2020.
 Mr. Hoshang Sinor (DIN: 00074905) had retired from the Board of Directors with effect from
December 06, 2019.
iv. Related party transactions entered during the last three financial years immediately preceding the
year of issue of private placement offer cum application letter including with regard to loans made or,
guarantees given or securities provided:
Transactions with Related Parties for the year ended March 31, 2021:
(I) Related parties and their relationship (as defined under IndAS-24 Related Party Disclosures)
Transactions with Related Parties for the year ended March 31, 2021
(I) Related parties and their relationship (as defined under IndAS-24 Related Party
Disclosures)
(A) Parties where the control exists:

- Ultimate Holding Company: Tata Motors Limited
- Holding Company: TMF Holdings Limited
(B) Other Related Parties with whom transactions have taken place during the year
(i) Fellow subsidiaries, associates and Joint arrangements within the Group
Tata Motors Finance Solutions 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
TML Distribution Company Limited
Tata Motors Insurance Broking & Advisory Services Limited
Tata International DLT Private Limited
3
Tata Marcopolo Motors Limited
(ii) Tata Sons and its subsidiaries and Joint arrangements

Tata Sons Private Limited
Tata Limited
Infiniti Retail 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
(iii) Relatives of Key Management personnel

Ms. Sonu Mani - Non Executive Director Spouse
(iv) Post Employment Benefit Plans

Tata Motors Finance Limited Employees Gratuity Trust
(C) Key Management personnel :

Mr. Samrat Gupta - Managing Director & Chief Executive Officer w.e.f June 17, 2020
(Chief Executive Officer upto June 16, 2020)
Mr. Anand Bang - Chief Financial Officer (upto July 31, 2020)
Ms. Ridhi Gangar-Chief Financial Officer (w.e.f August 01, 2020)
Mr. Naseer Munjee - Chairman & Independent Director (Non-Executive Director upto
March 02, 2020)
Ms. Vedika Bhandarkar - Independent Director
Mr. Hoshang Sinor - Independent Director (upto December 05, 2019)
Mr. P. D. Karkaria - Independent Director (upto March 31, 2020)
Mr. P. S. Jayakumar - Independent Director (w.e.f July 10, 2020)
Mr. P. B. Balaji - Non-Executive Director
Mr. Shyam Mani - Non Executive Director
Mr. Mayank Pareek - Non-Executive Director (upto June 24, 2020)
Mr. Girish Wagh - Non-Executive Director (upto June 22, 2020)
(II) Transactions/Balances with Related parties

The following table summarizes related-party transactions for the year ended March 31, 2021 and
balances as at March 31, 2021
3
Ultimate Other
Holding
Particulars Holding Related Total
Company
Company Parties
a) Transactions during the year
165,83.7
Income related to financing activities - - 165,83.71
1
Interest income on loans and investments 32.75 7,47.04 8.55 7,88.34
Dividend income 2.42 2.42
Rent Income 2.13 - 96.54 98.67
90,61.5
Service charges income 88.50 90.70 92,40.75
5
Interest income on loans advanced to dealers of
8,75.37 - - 8,75.37
TML
Amount received towards reimbursement of
30.65 30.65
expenses
Expenses for other services (incl. reimbursement of 26,30.0
1,81.53 2,81.30 30,92.90
expenses) 8
Interest Expenses - 63,07.32 69.78 63,77.10
Rent Expenses (refer note (i) ) 29.95 7,87.95 - 8,17.89
Dividend paid 18,50.00 - 18,50.00
Other Expenses - - 9,26.15 9,26.15
Purchase of fixed assets 2,83.64 - 766.36 10,50.00
Sale of fixed assets 17.04 - - 17.04
Recoveries from employee benefit trust - - 3,46.25 3,46.25
Contributions paid to employee benefit trust - - 94.30 94.30
1435,00.0 20,00.0 1455,00.0
Loans and advances given -
0 0 0
1675,00.0 20,00.0 1695,00.0
Loans and advances recovered -
0 0 0
40,00.0
Loans and advances taken / availed - - 40,00.00
0
40,00.0
Loans and advances repaid - - 40,00.00
0
b) Balances as at Total
Other Receivables 37,30.89 - ,25.60 37,56.49

Payables - Borrowings & debt securities - 647,00.00 5,00.00 652,00.00
Other Payables - 31,51.30 70,85.26 102,36.56
The following table summarizes related-party transactions for the year ended March 31, 2020 and
3
Ultimat
e Other
Holding
Transactions Holding Related Total
Company
Compan Parties
y
450,82.4
- 450,82.47
Income related to financing activities 7
Interest income on loans and investments 35.98 13,53.20 2,54.59 16,43.77
Dividend income 3,60.42 3,60.42
Rent Income 1,22.93 2,04.11 3,27.04
Other Income 1,10.63 - 1,10.63
Amount received towards reimbursement of expenses 2.39 39.04 41.43
Service charges income 91.89 78,16.02 79,07.91
Expenses for other services (incl. reimbursement of
1,74.01 36,46.42 38,20.43
expenses)
Interest Expenses 59,08.76 55.00 59,63.76
Rent Expenses 29.93 5,59.61 - 5,89.54
Dividend paid 77,32.04 1,10.23 78,42.27
Other expenses 2,22.34 2,22.34
Purchase of fixed assets 31,71.47 3,21.42 34,92.89
Loans and advances given 1860,00.0 350,00.0 2210,00.0
0 0 0
Loans and advances recovered 1620,00.0 350,00.0 1970,00.0
0 0 0
Recoveries from employee benefit trust 536.04 536.04
Proceeds against investments 4,49.98 4,49.98
Issue of share capital (including share premium) 150,00.00 - 150,00.00
Debt proceeds 300,00.00 - 300,00.00
Receivable - loans and Advances 240,00.00 - 240,00.00
160,38.1
1,23.98 161,62.11
Other Receivables 3
Payables - Borrowings & debt securities 650,00.00 5,00.00 655,00.00
Other Payables 31,58.88 4,43.53 36,02.41
Note (i) : Company has entered into various lease rent agreement with Ultimate Holding Company as a
lessee which meets the Lease definition as per Ind AS 116. Accordingly, the Company has recognized the
Right of use assets and corresponding lease liability on date of transition i.e April 01, 2019. Rent
expenses includes Rs. 26.04 lakhs (Rs. 24.98 lakhs for year ended March 31, 2020) which has been
adjusted against the outstanding lease liability in accordance with Ind AS 116.
4
Details of Significant transactions are given below:
(₹ in lakhs)
Nature of Transaction Name of For the year For the year
Related Nature of relationship ended March ended March
Party 31, 2021 31, 2020
Service charges income Tata Motors Fellow subsidiaries,
Finance associates and Joint
32,67.05 29,58.32
Solutions arrangements within
Limited the Group
Loans and advances taken / Tata Motors Fellow subsidiaries,
availed Finance associates and Joint
40,00.00 -
Limited the Group
Loans and advances repaid Tata Motors Fellow subsidiaries,
40,00.00 -
Limited the Group
Loans and advances given Tata Motors Fellow subsidiaries,
20,00.00 350,00.00
Limited the Group
Loans and advances Tata Motors Fellow subsidiaries,
recovered Finance associates and Joint
20,00.00 350,00.00
Limited the Group
Purchase of fixed assets Tata Fellow subsidiaries,
Marcopolo associates and Joint
7,60.00 -
Motors arrangements within
Limited the Group
Expenses for other services Tata
Tata Sons and its
(incl. reimbursement of Consultancy
subsidiaries and joint 20,31.35 30,57.85
expenses) Services
arrangements
Limited
Terms and Conditions of Transaction with Related Parties:
The transaction with related parties are made in the normal course of business and on terms equivalent
to those that prevail in arm’s length transactions. The above transactions are as per the approval of
Audit Committee.
Transactions and balances with Key Management personnel and their relatives
4
For year ended For year ended
March 31, 2021 March 31, 2020
Interest paid on unsecured perpetual debentures 4.54 4.54

Repayment of Perpetual debentures 10.00 -

b) Balances as at
March 31, 2021 March 31, 2020
Net payable - Unsecured perpetual debentures 30.00 40.00
(c) Key management personnel remuneration

(₹ in lakhs)

Particulars
March 31, 2021 March 31, 2020
Short term employee benefits (refer notes below) 4,73.70 6,68.29
(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 Rs. 60.50 lakhs and Rs. 33.10 lakhs for the year
ended March 31, 2021 and March 31, 2020 respectively.
Transactions with Related Parties for the year ended March 31, 2020
i. (I) Related parties and their relationship (as defined under IndAS-24 Related Party Disclosures)

- Holding Company: TMF Holdings Limited
(B) Other Related Parties with whom transactions have taken place during the year
(i) Fellow subsidiaries, associates and Joint arrangements within the Group
Concorde Motors (India) Limited
Tata Motors Insurance Broking & Advisory Services Limited
(ii) Tata Sons and its subsidiaries and Joint arrangements

Tata Sons Private Limited
Tata Limited
Infiniti Retail Limited
4
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
(iii) Relatives of Key Management personnel

Ms. Sonu Mani - Non Executive Directors’ Spouse
(iv) Post Employment Benefit Plans

Tata Motors Finance Limited Employees Gratuity Trust

Mr. Samrat Gupta - Chief Executive Officer
Mr. Anand Bang - Chief Financial Officer
Mr. Nasser Munjee - Chairman & Independent Director (Non-Executive Director upto March 02, 2020)
Mr. Hoshang Sinor - Independent Director (upto December 05, 2019)
Mr. P. D. Karkaria - Independent Director
Mr. Mayank Pareek - Non-Executive Director
Mr. Girish Wagh - Non-Executive Director
The following table summarizes related-party transactions for the period ended March 31, 2020 and
(₹ in lakhs)
Ultimate Other
Holding
Particulars Holding Related Total
Company
Company Parties
a) Transactions during the year Total
Income related to financing activities 450,82.47 - 450,82.47
Interest income on loans and investments - 13,53.20 2,50.21 16,03.41
Rent Income 1,22.93 2,04.11 3,27.04
Other Income 1,10.63 - 1,10.63
Interest income on loans and investments 35.98 4.38 40.36
Amount received towards reimbursement of 41.43
2.39 39.04
expenses
4
Expenses for support services (incl. reimbursement 38,20.43
1,74.01 36,46.42
of expenses)
Interest Expenses 59,08.76 55.00 59,63.76
Rent Expenses (refer note (i) ) 29.93 5,59.61 - 5,89.54
Dividend paid 77,32.04 1,10.23 78,42.27
Other Expenses 2,22.34 2,22.34
Purchase of fixed assets 31,71.47 3,21.42 34,92.89
Loans and advances given 1860,00.00 350,00.00 2210,00.00
Loans and advances recovered 1620,00.00 350,00.00 1970,00.00
Recoveries from employee benefit trust 5,36.04 5,36.04
Proceeds against investments 4,49.98 4,49.98
Debt proceeds 300,00.00 - 300,00.00
Receivable - loans and Advances - 240,00.00 - 240,00.00

Other Receivables 160,38.13 1,23.98 161,62.11
Payables - Borrowings & debt securities - 650,00.00 5,00.00 655,00.00
Other Payables - 31,58.88 4,43.53 36,02.41
Note (i): Company has entered into various lease rent agreement with Ultimate Holding Company as a
lessee which meets the Lease definition as per Ind AS 116. Accordingly, the Company has recognized the
Right of use assets and corresponding lease liability on date of transition i.e April 01, 2019. Rent
expenses includes Rs. 24.98 lakhs (excl. taxes) which has been adjusted against the outstanding lease
liability in accordance with Ind AS 116.
The following table summarizes related-party transactions for the period ended March 31, 2019 and
Ultimate Other
Holding
Transactions Holding Related Total
Company
Company Parties
Income related to financing activities 176,49.09 - 176,49.09
Interest income on loans and investments 48.16 90.00 1,38.16
Rent Income 3,42.76 1,65.45 5,08.21
Other Income 1,77.00 - 1,77.00
Amount received towards reimbursement of 2,17.02
91.76 1,25.26
expenses
Expenses for support services (incl. reimbursement 34,98.07
1,12.26 33,85.81
of expenses)
4
Interest Expenses 3.08 27,53.14 5,14.10 32,70.32
Rent Expenses 35.95 6,87.29 - 7,23.24
Dividend paid 93,18.79 3,02.59 96,21.38
Processing Fees 10.22 0.13 10.35
Other expenses 7,16.52 7,16.52
Commission expenses 5,04.54 5,04.54
Purchase of fixed assets 97.53 66.99 1,64.52
Loans and advances given 150,00.00 440,00.00 - 590,00.00
Loans and advances recovered 150,00.00 440,00.00 - 590,00.00
Recoveries from employee benefit trust 2,12.85 2,12.85
Investments made 370,00.00 - 370,00.00
Security deposit refunded 2,35.00 - 2,35.00
Debt proceeds 150,00.00 - 150,00.00
Loans and advances taken / availed 2840,00.00 2570,00.00 5410,00.00
Loans and advances repaid 2890,00.00 2570,00.00 5460,00.00
- -
Receivable - loans and Advances 3,50.00 3,50.00
Other Receivables 36,76.52 90.57 37,67.09
Payables - Borrowings & debt securities 350,00.00 - 350,00.00
Other Payables 6,07.41 669,25.09 675,32.50
Transactions and balances with Key Management personnel and their relatives

March 31, 2020 March 31, 2019
Interest paid on unsecured perpetual debentures 4.54 4.54
As at March 31, As at March 31,
b) Balances as at
2020 2019
Net payable - Unsecured perpetual debentures 40.00 40.00
(c) Key management personnel remuneration

Particulars
March 31, 2020 March 31, 2019
Short term employee benefits (refer notes below) 6,68.29 4,66.51
(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 non-executive directors is Rs. 33.10 lakhs and Rs. 1,19.40 lakhs for the
year ended March 31, 2020 and 2019, respectively.
Transactions with related parties as on March 2019
4
Transactions with related party as on March 31, 2019
(I) Related parties and their relationship (as defined under IndAS-24 Related Party Disclosures)
- Holding Company: TMF Holdings Limited (Formerly known as Tata Motors Finance Limited)
(B) Other Related Parties with whom transactions have taken place during the year and/or previous year:
(i) Fellow subsidiaries within the Group
Tata Motors Insurance Broking Services Limited
(ii) Relatives of Key Management personnel

Ms. Sonu Mani - Non Executive Director Spouse
(iii) Post Employment Benefit Plans

Tata Motors Finance Limited Employees Gratuity Scheme

Mr. Samrat Gupta - Chief Executive officer
Mr. Anand Bang - Chief Financial Officer
Mr. Naseer Munjee - Non Independent Director & Chairman
Mr. Hoshang Sinor - Independent Director
Mr. P. D. Karkaria - Independent Director
Mr. Mayank Pareek - Non-Executive Director
Mr. Girish Wagh - Non-Executive Director
(II) Transactions/Balances with Related

parties
a) Ultimate holding company
(₹ in lakhs)
Transactions For the year For the year
ended ended
March 31, 2019 March 31, 2018
Incentive received
127,46.31
176,49.09
Inter-Corporate Deposits placed
150,00.00 -
4
Inter-Corporate Deposits repayment
received 150,00.00 -
Lease charges received
3,35.59 ,67.99
Security Deposit refunded
2,35.00 -
Service charges – income
3,75.91
1,77.00
Common cost reimbursement
1,01.69
103.86
Purchase of fixed assets
3,72.78
97.53
Rent – expenditure
35.95 31.32
PTC Processing Fees received
10.22 2.35
Service charges – expenses
8.40 -
Rent – income
7.17 6.33
Infra support- Income
4.59 -
Interest income on Inter Corporate
Deposits 3.08
Delinquency support
- 57.64
Information technology service charges
- 50.60
(₹ in lakhs)
As at
As at As at
Balances April 01,
March 31, 2019 March 31, 2018
2017
Net Receivables 36,76.52 12,87.74 4,76.51
b) Holding company
(₹ in lakhs)
For the year For the year
ended ended
Transactions
March 31, March 31,
2019 2018
525,00.00
Inter corporate deposits accepted 2840,00.00
475,00.00
Inter corporate deposits repaid 2890,00.00
Inter-Corporate Deposits placed 440,00.00 -

Inter-Corporate Deposits repayment
received 440,00.00 -
4
Issue of Compulsorily Convertible
Preference shares (including share 300,00.00
370,00.00
premium)
200,00.00
Unsecured Tier-II Debentures 150,00.00
Issue of equity shares (including
300,00.00
share premium) 300,00.00
51,57.10
Dividend paid on equity shares 80,88.79
Interest expense on unsecured Tier-
II debenture 23,87.61 19.73
Dividend paid on compulsorily
18,45.00
convertible preference Shares 12,30.00
8,43.35
Rent – Expenses 6,87.29
Interest expense on inter corporate
1,39.14
deposits 3,65.54
Common cost sharing 91.76 62.02

Interest income on Inter Corporate
Deposits 48.16 -
Reimbursement of expenses
received - 32.83
Advance given - 5.00
Advance received back - 5.00

(₹ in lakhs)
As at As at As at
Balances March 31, March 31, April 01,
2019 2018 2017
Net receivable
- 3,19.05
Net payable
6,07.41 50,30.40 -
Net payable- debenture
350,00.00 200,00.00 -
c) Other Related Parties

Fellow subsidiary of Holding
Company
(₹ in lakhs)
ended ended
Transactions
March 31, March 31,
2019 2018
Inter corporate deposits repaid 2570,00.00 1064,00.00
Inter corporate deposits accepted 2570,00.00 1064,00.00
4
Service providers’ fees – Income 22,10.05 23,99.22
Interest expenses on Inter corporate
deposits 5,14.10 4,14.02
Dividend paid on equity shares 2,78.40 185.48

Reimbursement of other expenses
received 1,08.41 72.61
Reimbursement of refurbishment
expenses - 4.09
Assignment of receivable - 55,717.21
(₹ in lakhs)
As at As at As at
2019 2018 2017
Net receivable
- - 3,86.25
Net payable
4,77.26 5,78.41 -
Fellow Subsidiaries & Associates of ultimate holding

company
(₹ in lakhs)
For the For the
year ended year ended
Transactions
March 31, March 31,
2019 2018
Commission - expenditure (includes
unamortised commission) 5,04.54 3,74.82
Purchase of fixed assets
66.89 6,44.96
Lease charges received
1,65.45 61.08
Capital advances given
- -
Car maintenance charges
- 0.44
Dividend received
2,43.60 3,24.80
Information technology support service
charges 3,05.93 3,79.32
Interest on long term debenture
55.00 55.00
4
Interest Income on investment in non-
convertible debentures 35.00 35.00
Dividend received 8.46 8.46

Tata Motors Insurance Broking Services
Limited
Infra support Income 0.35 -

Advance for purchase of Vehicles - 17.87
Processing Fees 0.13
(₹ in lakhs)
As at As at As at
2019 2018 2017
Investment in debenture
3,50.00 3,50.00 3,50.00
Net receivable
1.53 17.45 -
Tata Motors Insurance Broking Services Limited
0.35 - -
- - -
Net payable
1,69.76 1,55.07 11.33
5,91.67 6,29.10 5,01.48
Transactions and balances with Key Management personnel and

their relatives (₹ in lakhs)
March March
Particulars
31, 2019 31, 2018
Interest paid on unsecured
perpetual debentures 4.54 4.54
Net payable debentures
40.00 40.00
5
(c) Key management
personnel remuneration
(₹ in lakhs)
For the For the
year year
Particulars ended ended
March March 31,
31, 2019 2018
Short term employee benefits*
466.51 374.53
Total
* 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.
(d) Post Employment Benefit Plans (₹ in

lakhs)
March March
Particulars
31, 2019 31, 2018
Recovery of gratuity paid to
employees 212.85 132.94
(₹ in lakhs)
As at As at As at
2019 2018 2017
Net receivable
88.69 273.81 29.33
Terms and Conditions of Transaction with Related Parties:
The transaction with related parties are made in the normal course of business and on terms
equivalent to those that prevail in arm’s length transactions. The above transactions are as per the
approval of Audit Committee.
The Company has not recorded any impairment of receivables relating to amounts owed by related
parties. This assessment is undertaken each financial year through examining the financial position of
the related party and the market in which the related party operates.
ii.Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years
immediately preceding the year issue of private placement offer cum application letter and of their
impact on the financial statements and financial position of TMFL and the corrective steps taken and
proposed to be taken by TMFL for each of the said reservations or qualifications or adverse remark
Auditor’s Comments:
For FY 16-17: NIL
For FY 17-18: NIL
For FY 18-19: NIL
For FY 19-20: NIL
For FY 20-21: NIL
5
iii. Details of any inquiry, inspections or investigations initiated or conducted under the Companies Act or
any previous company law in the last three years immediately preceding the year of issue of private
placement offer cum application letter in the case of TMFL and all of its subsidiaries. Also if there were
any prosecutions filed (whether pending or not) fines imposed, compounding of offences in the last
three years immediately preceding the year of issue of private placement offer cum application letter
and if so, section-wise details thereof for TMFL and all of its subsidiaries
We confirm that no inquiry, inspection or investigation initiated or conducted under the Companies Act
or any previous Company Law in the last three years immediately preceding the year of the issue of
private placement offer cum application letter in the case of company and all of its subsidiaries. Also, no
material prosecutions filed (whether pending or not), fines imposed, compounding of offences in the last
three years immediately preceding the year of the issue of private placement offer cum
application letter against the company and its subsidiaries
iv.Details of acts of material frauds committed against TMFL in the last three years, if any, and if so, the
action taken by TMFL
FY 2018-19 – NIL
FY 2019-20- NIL
FY 2020-21– NIL
*Material amount is defined as INR 5crs and above.
Section 5 – FINANCIAL POSITION OF THE COMPANY
(a) The capital structure of TMFL in the following manner in a tabular form:
(i) (A) the Authorized, Issued, Subscribed and Paid up capital (number of securities, description
and aggregate nominal value):
Details of Present Share Capital
Particulars Aggregate Nominal Value

(in Rs.)
Share Capital
Authorized
12,00,00,000 Equity shares of Rs. 100 each 12,00,00,00,000
8,00,00,000 Preference Shares of Rs. 100 each 8,00,00,00,000
Issued
7,23,00,000 Compulsorily Convertible Preference Shares of Rs. 100 723,00,00,000
each
Subscribed & Paid Up
5
7,23,00,000 Compulsorily Convertible Preference Shares of Rs. 100 723,00,00,000
each
(B) Size of the present offer: Rs.100 crores plus a green shoe option of up to Rs. 100 crores
(C) Paid up Capital:

(I) after the offer: Rs. 1,33,12,768,900/-
(II) After conversion of convertible instruments: No change as the instrument is Non-Convertible
(D) Share Premium account:

(I) before the offer: Rs. 3136,40,37,874/-
(II) After the offer: Rs. 3136,40,37,874/-
(ii) Details of Existing Share Capital of TMFL with details of allotments made in last one
year preceding the date of the private placement offer cum application letter
Date of Type of shares No. of Shares Face Value of Price/ Form of

Allotment Allotted Allotted each shares Consideration Consideration
allotted (INR) (INR)
(Including
Premium)
June 29, 2019 Equity Shares 24,42,996 100/- 149,99,99,544/ Cash
-
March 18, Equity Shares 22,55,639 100/- 149,99,99,935/ Cash
2019 -
February 28, Equity Shares 22,55,639 100/- 149,99,99,935/ Cash
2019 -
September 18, Non- 1,85,00,000 100/- 370,00,00,000/ Cash
2018 Cumulative, -
Non-
Participating
Compulsorily
Convertible
Preference
Shares (CCPS)
June 12, 2018 Cumulative, 1,63,00,000 100/- 326,00,00,000/ Cash
Non- -
participating
Compulsory
Convertible
Preference
Shares (CCPS)
March 31, Cumulative, 1,50,00,000 100/- 300,00,00,000/ Cash
2018 Non -
participating
Compulsory
Convertible
Preference
Shares (CCPS)
January 12, Equity Shares 47, 24, 409 100/- 299, 99, 99, Cash
2018 715/-
5
March 31, Equity Shares 39,826,990 100/- 23,020,000,220 Cash
2017 /-
March 31, Compulsory 22,500,000 100/- 45,00,000,000/ Cash
2017 Convertible
Preference
Shares (CCPS)
March 31, Equity Shares 17,30,104 100/- 100,00,00,112/ Cash
2017 -
January 2, Equity Shares 91,912 100/- 5,00,00,128/- Cash
2017
Details of allotments made in last one year preceding the date of the private placement offer cum
application letter -
Date of Type of Securities Basis of No. of Price (Face Number of

Allotment Allotted during Allotment Securities Value) persons to whom
F.Y. 2019-20, F.Y. Allotted allotment by way
20-21 and FY 2021- of private
22 placement is
made
Redeemable, Placement
Unlisted, Basis
Subordinated Non
Convertible
Debentures as Tier
II Capital (NCDs)
Subordinated Placement
Redeemable, Basis
Listed, Non
Convertible
Debentures as Tier
II Capital (NCDs)
18/06/2019 Subordinated, Private 1000 Rs. 10,00,000/- 19
Listed, Unsecured, Placement
Perpetual Non- Basis
Convertible
Debentures
Comprising of Tier I
and Tier II
Capital (NCDs)
29/06/2019 Equity Shares Preferential 24,42,996 Rs. 100/- 1
Allotment
Basis

Convertible
Debentures
5
Comprising of Tier
I and Tier II
Capital (NCDs)

Convertible
Debentures
and Tier II
Capital (NCDs)
Convertible
Debentures
and Tier II
Capital (NCDs)
Listed, Non Basis
Convertible
Debentures (NCDs)
Listed, Non Basis
Convertible
Debentures (NCDs)
Listed, Non Basis
Convertible
Debentures (NCDs)
Listed, Non Basis
Convertible
Debentures (NCDs)
Listed, Non Basis
Convertible
Debentures (NCDs)
Subordinated, Placement
Listed, Unsecured, Basis
Rated Non-
Convertible
Debentures
5
Rated Non-
Convertible
Debentures
Rated Non-
Convertible
Debentures
Listed, Non Basis
Convertible
Debentures (NCDs)
29/10/2020 Secured, Private 2,800 Rs. 10,00,000/- 4
Listed, Non- Basis
Convertible
Debentures (NCDs)
Rated Non-
Convertible
Debentures
Rated Non-
Convertible
Debentures
Rated Non-
Convertible
Debentures
Rated Non-
Convertible
Debentures
Rated Non-
5
Convertible
Debentures

Listed, Non- Basis
Convertible
Debentures (NCDs)
Listed, Non- Basis
Convertible
Debentures (NCDs)
Rated, Non-
Convertible
Debentures (NCDs)
Listed, Non- Basis
Convertible
Debentures (NCDs)
Note: We have not issued any securities for consideration other than cash
(b) Profits of TMFL, before and after making provision for tax, for the three financial years immediately
preceding the date of issue of private placement offer cum application letter
Rs. In Lakhs
Particulars FY 2020-21 FY 2019-20 FY 2018-19
PBT 219,11.03 29,21 137,88
Provision for Tax (30,56.60) (29,95) (66,00)
PAT 249,67.63 59,16 203,88
(c) Dividends declared by TMFL in respect of the said three financial years; interest coverage ratio for
last three years (Cash profit after tax plus interest paid/interest paid)
Financial Nature of Dividend Number of % of Total Amount of Dividend Paid (INR)

Year Shareholders Dividend
declared
5
2017-18 Interim Dividend of Equity 7.18 % Rs.38,68,11,119.7/-
Rs. 7.18/- per Equity Shareholders -
Shares of face value 2
of Rs.100/- each
2017-18 Final dividend of Rs. Equity 12.28 % Rs. 66,15,65,536/-
12.28 per Equity Shareholders -
Share of Face Value 2
of Rs. 100 each on
5,38,73,415 Equity
Shares
Final Dividend of Rs. 8.2% Rs. 30,75,00,000/-

8.20 per preference Preference
share of face value shareholders –
of Rs. 100 each 36
on 3,75,00,000
preference shares
2018-19 Interim Dividend of Equity Share 3 % Rs. 17,51,54,079/-

Rs. 3/- per share for holders- 2
5,83,84,693 Equity
Shares of Rs. 100/-
each
2018-19 Final Dividend of Rs. Equity Share 6.05 Rs. 35,32,27,392.65/-
6.05 per Equity holders- 2
Share for
5,83,84,693 Equity
Shares of Rs. 100
each
Final Dividend of Rs. Preference

8.2 per CCPS of face Shareholders 8.2 Rs. 30,75,00,000/-
value of Rs. 100/- 36
each on 3,75,00,000
preference shares
Final Dividend of Rs. Preference 10 Rs. 34,80,00,000/-

10 per CCPS of face Shareholders
value of Rs. 100/- 38
each on 3,48,00,000
preference shares
2019-20 Interim Dividend of Preference 8.2 Rs. 18,45,00,000/-

Rs. 8.2 per CCPS on Shareholders-
2,25,00,000 37
Cumulative
5
Compulsorily
Convertible
Preference shares of
face value of Rs
100/- each
Rs. 12,30,00,000/-
Interim Dividend of Preference 8.2
Rs. 8.2 per CCPS on Shareholders-
1,50,00,000 1
Cumulative
Compulsorily
Convertible
face value of Rs
100/- each
Rs. 16,30,00,000/-
Interim Dividend of Preference 10
Rs. 10 per CCPS on Shareholders-
on 1,63,00,000 35
Cumulative
Compulsorily
Convertible
face value of Rs.
100/- each
2019-20 Final Dividend of Preference 10 Dividend declared Rs. 18,50,00,000
Rs. 10 per CCPS on Shareholder 1 (Net of taxes Rs. 17,11,25,000)
1,85,00,000
Cumulative
Compulsorily
Convertible
face value of
Rs. 100/- each
2020-21 final dividend of 38 ISIN wise Rs.58,99,50,000/- Net of Taxes
rate is
a) Rs 8.2 per given in
CCPS of Rs 100 each column
for 2,25,00,000 CCPS Nature of
(8.2 %) (ISIN: Dividend
INE601U03011);
b) Rs 8.2 per
CCPS of Rs 100 each
for 1,50,00,000 CCPS
(8.2 %) (ISIN:
INE601U03029);
c) Rs. 10/- per
CCPS of Rs. 100/-
each (10%) for
1,85,00,000 Non-
5
Cumulative CCPS
(ISIN:
INE601U03045); and
d) Rs. 10 per
CCPS of Rs. 100 each
for 1,63,00,000
(10%) (ISIN:
INE601U03037)
aggregating to Rs.
65,55,00,000/-
(Sixty-Five Crores
Fifty-Five Lakhs only)
Interest Coverage Ratio:

Particulars FY 2020-21 FY 2019-20 FY 2018-19
Interest Coverage Ratio (A/B) 1.12 1.03 1.08
(d) A summary of the financial position of TMFL in the three audited balance sheets (Rs. in lakhs) in
immediately preceding the date of issue of private placement offer cum application letter:
Sep 2021 2020-21 2019-20 2018-19

Balance Sheet
Net Fixed assets 21,330 24,045 21,502 10,306
Current assets 20,72,704 21,56,390 15,34,699 11,93,044
Non-current assets 12,39,352 15,01,106 16,18,206 20,88,371
Total assets 33,33,386 36,81,541 31,74,407 32,91,721
Non-Current Liabilities

and other financialliabilities) 13,07,689 14,25,013 13,69,748 14,03,262
Provisions 7,733 7,945 7,538 12,288
Deferred tax liabilities (net) - - - -
- -
Other non-current liabilities - -
Current Liabilities
(including maturities of long-term borrowings)
Financial (borrowings, trade payables, 15,44,975 17,92,100 14,54,834 15,73,453

and other financial liabilities)
6
Provisions 142 142 137 134
Current tax liabilities (net) 53 53 53 52
Other current liabilities 7,162 8,156 5,443 5,856
Equity (equity and other equity) 4,65,632 4,48,132 3,36,654 2,96,676

Total equity and liabilities 33,33,386 36,81,541 31,74,407 32,91,721
Profit and Loss
Total 1,93,734 3,84,644 3,69,255 3,13,593
revenue
From operations 5,149 17,789 15,928 11,353
Other income
Total Expenses 1,95,615 3,80,522 3,82,262 3,11,158

Total comprehensive income 297 46,178 8,880 20,940
Profit / loss
(13,283) 21,211 2,964 553
Other comprehensive income
Profit / loss after tax 13,580 24,968 5,916 20,388
Earnings per equity share:
(a) basic; and 12.82 per 26.21 per 7.07 per 27.59 per share
share share share
27.59 per share
(b) diluted 12.82 per 26.21 per 7.07 per
share share share 27.59 per share
12.82 per 26.21 per 7.07 per -

Continuing operations
share share share
27.59 per share
- - -
Discontinued operations
12.82 per 26.21 per 7.07 per
Total Continuing and discontinued operations share
share share
Cash Flow
Net cash generated from operating activities 1,87,974 (2,41,035) 3,06,121 (8,93,878)
Net cash used in / generated from (11,693) 34,885 (35,712) (38,869)
investing activities
Net cash used in financing activities (3,34,347) 442,463 (150,191) 9,83,920
Cash and cash equivalents 2,68,545 426,611 190,298 70,079
Balance as per statement of cash flows (1,58,066) 236,313 120,218 51,173
Additional information
Net worth 4,65,632 4,48,132 3,36,654 2,96,676
Cash and Cash Equivalents 2,68,545 426,611 190,298 70,079
Current Investments - - - -
Assets Under Management (Net of Provision) 27,93,985 30,04,816 27,35,733 30,40,680
6
Off Balance Sheet Assets NA NA NA NA
Total Debts to Total assets 0.83: 1 0.84 : 1 0.87 : 1 0.89 : 1
Debt Service Coverage Ratios NA NA NA NA
Interest Income 1,65,876 347,195 3,44,542 2,99,905
Interest Expense 1,07,347 224,483 247,978 2,04,057
Interest service coverage ratio NA NA NA NA
Provisioning & Write-offs 51,588 85,947 60,438 28,587
Bad debts to Account receivable ratio NA NA NA NA
Gross NPA (%) 9.32% 5.61% 5.89% 2.92%
Net NPA (%) 7.03% 3.97% 5.10% 1.52%
Tier I Capital Adequacy Ratio (%) 12.81% 13.17% 12.87% 10.93%
Tier II Capital Adequacy Ratio (%) 7.54% 6.19% 3.98% 4.32%
Rest all information given above from page 20 to 26.
(e) Audited Cash Flow Statement for last three years immediately preceding the date issue of private
placement offer cum application letter:
(Rs in lacs)
For the year
N ended ended
Particulars ended
o. March 31, March 31,
March 31, 2021
2020 2019
A. CASH FLOWS FROM OPERATING ACTIVITIES

Net Profit/(loss) before tax 21,911.03 2,921.18 13,787.66
Interest income on loans, deposits &
(3471,94.72) (3445,42.25) (2999,04.91)
investments
Interest expenses and other finance costs 2240,61.21 2475,17.07 2040,57.44
Interest expense on assets taken on lease 4,21.61 4,60.59 -
Dividend income (,73.83) (4,45.47) (3,55.09)
Gain on sale of investments (68,35.31) (81,40.71) (15,70.52)
MTM on investments measured at fair value
(50,72.03) 20,37.36 (1,65.74)
through profit or loss
Allowance for loan losses (net of writeoff) 852,57.07 608,05.98 286,53.38
Allowance for doubtful loans and advances
6,89.82 (3,67.60) (,66.49)
(others) (net of writeoff)
MTM of derivatives not designated as hedges 13,96.10 4,41.96 (1,17.79)
Non cash changes in lease liabilities (1,05.42) - -
Depreciation and amortisation expense 58,54.56 45,63.21 16,78.49
Loss on sale of property, plant & equipments
(17,05.08) ,38.23 ,12.40
(including write off)
Balances written back (20,55.08) (33,00.15) (12,66.86)
Operating cash flows before working capital
(234,50.07) (380,10.61) (552,58.03)
changes
Movements in working capital:
Trade payables 55,89.16 ,44.09 114,41.34
6
Other payables 25,79.58 (20,86.12) (3,78.42)
Other financial liabilities 182,97.16 188,66.66 (22,11.83)
Other non financial liabilities 35,61.40 (4,12.40) (,77.32)
Trade receivables 119,71.99 (154,35.53) (11,74.73)
Other receivables 28,33.19 (50,75.51) (7,37.25)
Other financial assets (469,92.05) (19,14.80) 4,44.02
Provision ,71.29 (16,14.00) 3,42.06
Loans (2414,21.86) 2741,00.82 (9183,09.45)
Other non financial assets (36,58.69) 19,42.51 (70,06.78)
(2706,18.91) 2,30,405.12 (9729,26.39)

Current taxes paid (net) 44,78.70 (83,72.68) (65,86.92)
Interest expenses and other finance costs
(2304,00.78) (2543,91.38) (2055,55.84)
paid
Interest income received on loans, deposits
2555,06.20 3384,80.36 2911,90.96
and investments
Net cash from operating activities (2410,34.79) 3,06,121.42 (8938,78.19)
B. CASH FLOWS FROM INVESTING ACTIVITIES
Payments for property, plant & equipments
(32,10.59) (138,73.46) (76,09.39)
(including CWIP)
Proceeds from sale of property, plant &
3,18.22 4,51.47 ,41.16
equipments
Payments for intangible assets
(104542,12.00 (17481,10.0
Purchase of mutual fund units (74423,94.55)
) 0)
Redemption of mutual fund units 74492,29.86 104623,52.71 17496,80.52
Proceeds from redemption of debentures - ,99.98
Investment in Trust securities (,4.58) (,20.87) (,20.86)
Proceeds from sale of assets held for sale
10,86.16 - -
(net of expenses)
Investment in equity shares (1,81.28) - -
Dividend income ,73.83 4,45.47 3,55.09
Deposits/restricted deposits with banks (696,59.05) (436,97.32) (435,59.95)
Realisation of deposits/restricted deposits
996,27.31 127,41.74 103,54.47
with banks
Net cash used in investing activities 348,85.33 (357,12.28) (388,68.98)
C. CASH FLOWS FROM FINANCING ACTIVITIES
Share issue expenses - (,15.00) (4,58.20)
Proceeds from issue of equity share capital - 150,00.00 300,00.00
Proceeds from issue of Compulsory
- - 696,00.00
convertible preference shares
Proceeds from Debt securities 20701,38.87 20737,41.49 26503,19.33
(26620,25.4
6)
6
Proceeds from Subordinated liabilities - 299,50.00 250,00.00
Repayment of Subordinated liabilities (361,00.00) (288,95.00) -
Proceeds from borrowings (other than debt
12159,27.51 16029,21.46 29484,33.55
securities)
Repayment of borrowings (other than debt (20662,29.6
(9890,06.91) (15132,74.69)
securities) 9)
Interest payment on purchase of Right of use
(4,21.82) (4,60.27) -
assets
Principal payment on purchase of Right of
(9,94.03) (12,67.33) -
use assets
Proceeds from issue of Perpetual debt 713,00.00 250,00.00 -
Perpetual debt issue expenses (12,74.99) (4,64.29) -
Distributions made to holders of Instruments
(28,75.00) - -
entirely equity in nature
Dividend paid (18,49.99) (84,22.87) (107,19.17)
Net cash used in financing activities 4424,62.66 (1501,90.69) 9839,20.36
Net (decrease)/ increase in cash and cash

2363,13.26 1202,18.45 511,73.19
equivalents (A + B + C)
Particulars For the year For the year For the year
ended ended ended
March 31, 2021 March 31, 2020 March 31, 2019
beginning of the year
Cash and cash equivalents at the end of 4,26,610.87 1902,97.62 700,79.17
the year

Condensed Interim Cash Flow Statement for the period ended September
30, 2021
(₹ in lakhs)
For the For the
Particulars
September September
30, 2021 30, 2020
A. CASH FLOW FROM OPERATING ACTIVITIES
Net profit before tax 32,68.77 81,83.58

Adjustments for:
Interest income on loans, deposits & investments (1658,75.74) (1663,12.73)
6
Finance costs (other than Interest expense on assets taken on lease) 1071,19.20 1131,47.13
Interest expense on assets taken on lease 2,27.37 2,19.16
Dividend income (1,78.59) (61.98)
Gain on sale of investments (31,40.35) (31,49.69)

MTM on investments measured at fair value through profit or
loss (28,07.94) (20,09.43)
Allowance for loan losses (net of writeoff) 419,67.97 319,41.79
Allowance for doubtful loans and advances (others) (net of writeoff) 19,05.64 (18.14)
Depreciation and amortization 28,98.24 29,02.22
Loss/(profit) on sale of property, plant and equipments 1,80.60 (16,42.43)
Balances written back - 82.61
Fair value changes on derivative instruments 1,19.82 5,90.61
Non cash changes in lease liabilities - (76.10)
Operating cash flow before working capital changes (143,15.01) (162,03.40)

Movements in working capital
Trade payables (45,05.68) 10,81.56
Other payables (13,50.35) (4,55.24)
Other financial liabilities 27,45.85 19,19.99
Other non financial liabilities (9,93.41) 6,18.01
Trade receivables (3,42.95) 146,77.63
Other receivables (1,95.39) 24,92.51
Other financial assets 118,16.18 (283,74.71)
Provisions (2,12.51) 1,27.50
Loans 1480,10.92 (991,16.67)
Non financial assets 9,87.18 (1,22.98)
1416,44.83 (1233,55.80)
Finance costs paid (1191,97.78) (1372,91.35)
6
Interest income received on loans, investments & deposits 1675,32.37 1319,18.97
Income taxes (paid)/refund (net) (20,04.54) (2,97.75)
Net cash generated from/(used in) operating activities 1879,74.88 (1290,25.93)
B. CASH FLOW FROM INVESTING ACTIVITIES
Purchase of property, plant and equipments and intangible

assets (8,19.47) (1965.52)
Proceeds from sale of property, plant and equipments 19,86.67 1,68.30
Purchase of mutual fund units (35266,23.67) (40303,65.15)
Redemption of mutual fund units 35297,64.02 39533,01.21
Investment in Trust securities - (4.58)
Proceeds from sale of assets held for sale (net of expenses) - 11,00.00
Dividend income 1,54.41 61.98
Deposits/restricted deposits with banks (284,64.18) (121,10.62)
Realisation of deposits/restricted deposits with banks 123,08.99 294,42.49
Net cash used in investing activities (116,93.23) (603,71.89)
C. CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from Debt securities 2940,70.92 13298,38.25
Repayment of Subordinated liabilities (75,30.00) (211,00.00)
Proceeds from borrowings (other than debt securities) 5315,01.60 5128,63.98
Repayment of borrowings (other than debt securities) (7778,45.98) (4178,88.72)
Interest payment on purchase of Right of use assets (2,27.56) (2,15.61)
Principal payment on purchase of Right of use assets (4,64.17) (5,50.04)

Proceeds from issue of Instruments entirely equity in nature (net of
issue expenses) 255,05.45 155,66.77
Distributions made to holders of Instruments entirely equity in
nature (27,73.25) (11,50.00)
6
Dividend paid (including Dividend distribution tax) (55,30.08) (18,50.00)
Net cash (used in)/generated from financing activities (3343,47.34) 1740,88.90
Net decrease in cash and cash equivalents (A + B + C) (refer note below) (1580,65.69) (153,08.92)
(₹ in lakhs)
For the For the
Particulars
September September
30, 2021 30, 2020
Cash and cash equivalents at the beginning of the period

4266,10.87 1902,97.62
Cash and cash equivalents at the end of the period (Refer Note 5)
2685,45.18 1749,88.70
Note: Finance costs has been considered as arising from operating activities in view of the nature of the
Company's business.
Note: The detailed financials of the company are attached/provided separately.
(f) Any change in accounting policies during the last three years and their effect on the profits and the
reserves of TMFL
FY 2018-19 – As shown below

FY 2019-20 – No change
FY 2020-21- No change
The Company has adopted new accounting standard framework known as Indian Accounting Standard
(Ind AS) effective from April 1, 2018 pursuant to the Ministry of Corporate Affairs (“MCA”) notification
on Ind AS adoption roadmap to be adopted by the NBFC Companies.
On account of adoption of Ind AS from April 01, 2018, there has been a change in accounting policies
under Ind AS framework/regime as compared to the accounting policies adopted by the Company during
the FY 2016-17 and 2017-18.
The financial year 2018-19 is the first set of financial statements prepared under the new accounting
framework Ind AS and such transition to Ind AS has been carried out in accordance with Ind AS 101 First-
time Adoption of Indian Accounting Standards from erstwhile Accounting Standards notified under
Companies (Accounting Standard) Rules, 2006 (as amended) and guidelines issued by Reserve Bank of
India ('RBI') (collectively referred to as the 'Previous GAAP').
6
5. The directors of TMFL hereby declare that-
a. TMFL has complied with the provisions of the Companies Act, 2013 and the rules made
thereunder;
b. the compliance with the Companies Act, 2013 and the rules does not imply that payment of
dividend or interest or repayment of debentures, if applicable, is guaranteed by the Central
Government;
c. the monies received under the offer shall be used only for the purposes and objects
indicated in the Offer letter;
We are authorized by the Board of Directors of TMFL vide resolution dated July 20, 2021 to sign this form
and declare that all the requirements of the Companies Act, 2013 and the Rules made there under in
respect of the subject matter of this form and matters incidental thereto have been complied with.
Whatever is stated in this form and in the attachments thereto is true, correct and complete and no
information material to the subject matter of this form has been suppressed or concealed and is as per
the original records maintained by the promoters subscribing to the Memorandum of Association and
Articles of Association.
It is further declared and verified that all the required attachments have been completely, correctly and
legibly attached to this form.
For Tata Motors Finance Limited
Authorized Signatories
Date: December 02, 2021
Attachments:
1. Copy of Board Resolution dated July 20, 2021 for issue of NCDs
2. Copy of EGM resolution dated May 11, 2021 for issue of NCDs
6
Part- B
(To be filled by Applicant)
i) Name :
ii) Father’s name :
iii) Complete Address including Flat / House Number, Street, locality, Pin Code :
iv) Phone Number, if any :
v) Email ID, if any :
vi) PAN Number :
vii) Bank Account Details of Applicant :
Bank Name and Branch :

Nature of Account : Current Account No. :
Branch RTGS code (IFSC)
I/we hereby confirm that I/we, am/are not debarred from accessing the capital market or have been
restrained by any regulatory authority from directly or indirectly acquiring the said securities.
Signature
Initial of Officer of the Company designed to keep the record
Date:

Tata Motors Finance Limited: Vinay - Lavannis@tmf - Co.in

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PRIVATE AND CONFIDENTIAL (FOR ADDRESSEE

ONLY) (FOR PRIVATE CIRCULATION ONLY)

TATA MOTORS FINANCE LIMITED

Compliance Officer & Company Secretary: Mr.Vinay Lavannis, Phone: (022)

Debenture Trustee: Registrars & Transfer Agents

TSR Darashaw Consultants Private Limited

The letter dated [November 11, 2021] issued by CRISIL

The press release for the rating is available at:

Minimum Bid Lot 1 NCDs aggregating up to Rs. 1,00,00,000

ISSUER’S ABSOLUTE RESPONSIBILITY

RISKS IN RELATION TO TRADING OF SECURITIES

(I) DEFINITIONS / ABBREVIATIONS...........................................................................................................6

Issuer Tata Motors Finance Limited (the “Company”/ the “Issuer”)

Cashflow – TMFL Perpetual ‘B’ FY 2021-22

No. of Amount Per NCD

Disclaimer Clause of the Company

DISCLAIMER IN RESPECT OF JURISDICTION

Disclaimer of the Debenture Trustee

RBI Disclaimer Clause

Stock Exchange Disclaimer Clause

Issue of NCDs in Dematerialized Form

(A) Forward Looking Statements:

This Disclosure Document/Offer Document contains certain “forward-looking statements”. These

 General economic and business conditions in India and abroad;

(B) Use of Market Data

(C) RISK FACTORS

ii. Other Commitments

b. Contingent liabilities to the extent not provided for

1) Claims against the Company not acknowledged as debts:

Particulars At September At March

2) Bank guarantee for which the Company is contingently liable:

17. The Company may incur loss in future

Risks Relating to the Utilization of Issue Proceeds

Risks Relating to the Debentures

22. Risks Relating to the Perpetual NCDs

B. EXTERNAL RISK FACTORS

NOTES TO THE RISK FACTORS

TMFL has not defaulted in repayment of:

Name TMF Holdings Limited Tata Motors Finance Solutions

TMFL carries out its business through two models:

1 New Vehicles Finance Business:

We believe that the following are our key strengths:

Experienced management team

Innovative solutions model

Controls, processes and risk management systems

Leverage the Company’s technology advantage

Attract and retain talented professionals

Our Services- Retail Finance

The Company’s Employees

Branding and advertising

Corporate Structure as on September 30, 2021:

Registered Office of the issuer:

Sir H.C. Dinshaw Building,

Company does not have any subsidiary.

Key management personnel of the Issuer

Mr. Samrat Gupta

Ms. Ridhi Gangar

Mr. Vinay Lavannis

CFO of the Issuer: