TATAMTRDVR_19082024193504_Final

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BSE Limited National Stock Exchange of India Ltd.

Floor 25, P J Towers Exchange Plaza, 5th Floor


Dalal Street, Fort, G Block, Bandra-Kurla Complex
Mumbai 400 001 Bandra (East), Mumbai 400 051

August 19, 2024


Sc no. 18405

Dear Sir/Madam,

Sub: Communication to Shareholders – Intimation on Tax Deduction

This is with reference to our earlier letter bearing reference no.18404 dated August 19, 2024,
regarding fixation of Record Date for the purpose of determining the names of the holders of
‘A’ Ordinary Shares who shall be entitled to receive the consideration as per the Scheme of
Arrangement of Tata Motors Limited (“the Company”) and its shareholders and creditors under
Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 for reduction of share
capital through cancellation and extinguishment of the ‘A’ Ordinary Share Capital and issuance of
New Ordinary Shares as consideration (“Scheme”).

The cancellation of the ‘A’ Ordinary Shares and the consequent issuance and allotment of the
Ordinary Shares under the Scheme will be treated as “Deemed Dividend” under Section 2(22)(d) of
the Income Tax Act, 1961 (“the Act”) to the extent of accumulated profits of the Company as on the
Effective Date and shall be subject to applicable taxes (including deduction/withholding of taxes). The
Company is under an obligation to deduct tax at source (“TDS”) on the said dividend at applicable
rates in accordance with the provisions of the Act.

In this regard, please find enclosed herewith the email communication which is being sent to the ‘A’
Ordinary Shareholders of the Company whose email IDs are registered with the
Company/Depositories, giving a gist of the applicable provisions of the Act and requesting for
necessary documentation for any consessional tax rates that any ‘A’ Ordinary Shareholder may be
entitled to.

This is for information of the Exchanges and the members.

Thanking you.

Yours faithfully,
Tata Motors Limited
MALOY Digitally signed by
MALOY KUMAR
KUMAR GUPTA
Date: 2024.08.19
GUPTA 19:32:03 +05'30'

Maloy Kumar Gupta


Company Secretary

Encl: as above
TATA MOTORS LIMITED
CIN: L28920MH1945PLC004520
Registered Office: Bombay House, 24 Homi Mody Street, Fort, Mumbai - 400 001
Tel: +91 22 6665 8282; Email: inv_rel@tatamotors.com; Website: www.tatamotors.com

August 19, 2014


Dear Shareholders,

This communication is with reference to the Scheme of Arrangement between


Tata Motors Limited (“Company”) and its Shareholders and Creditors under Sections
230 to 232 and other applicable provisions of the Companies Act, 2013 for reduction
through cancellation of the ‘A’ Ordinary Shares and issuance and allotment of the New
Ordinary Shares, as consideration for the reduction and cancellation of the ‘A’ Ordinary
Shares in the Company (“Scheme”).

The Hon’ble National Company Law Tribunal, Mumbai Bench (“NCLT”) vide order dated
August 2, 2024 (“Order”) sanctioned the aforesaid Scheme. The Company is in the
process of filing a certified copy of the aforesaid Order with the Ministry of Corporate
Affairs, Government of India (“MCA”) to make the Scheme effective.

The Company has fixed Sunday, September 1, 2024 as the ‘Record Date’ for
ascertaining the entitlement of the holders of ‘A’ Ordinary Shares in the Company who
will receive New Ordinary Shares as defined under the Scheme, as a consideration for
reduction and cancellation of the ‘A’ Ordinary Shares held by them.

TAX CONSIDERATIONS OF THE SCHEME FOR THE ‘A’ ORDINARY SHAREHOLDERS

The cancellation of the ‘A’ Ordinary Shares and the consequent issuance and allotment
of the Ordinary Shares under the Scheme will be treated as “Deemed Dividend” under
Section 2(22)(d) of the Income Tax Act, 1961 (“the Act”) to the extent of accumulated
profits of the Company as on the Effective Date and shall be subject to applicable taxes
(including deduction/withholding of taxes). Shareholders are hereby informed that the
Company is under an obligation to deduct tax at source (“TDS”) on the said dividend at
applicable rates in accordance with the provisions of the Act.

Surplus of consideration over Deemed Dividend and cost of acquisition to the Relevant
Shareholders will be treated as gains. Such gains arising from the transfer of shares
may be treated either as “capital gains” or as “business income” for income tax
purposes, depending upon whether such shares were held as a capital asset or trading
asset (i.e., stock-in-trade).

The shareholders are requested to refer Page No. 22 of the Notice convening the
meeting of the ‘A’ Ordinary Shareholders for the illustrative calculation with respect to
the number of shares that will be issued to the ‘A’ Ordinary Shareholders post settlement
of tax liabilities. The updated illustration capturing the changes in the tax rates as per
the Finance Act 2024 is annexed as Annexure 1.

The Notice can be accessed at the Company’s website on:


https://www.tatamotors.com/scheme-of-arrangement-between-tml-and-its-
shareholders-and-creditors/

UPDATION OF BANK ACCOUNT DETAILS:

In order to facilitate receipt of cash proceeds directly in your bank account, you are
requested to ensure that the bank account details in your respective demat accounts
are updated, to enable the Company to make timely credit of cash proceeds in your
bank accounts.

If you are holding “A” Ordinary shares in physical mode, please convert the same in
demat mode. Further, you are requested to note that SEBI vide its Circular No.
SEBI/HO/MIRSD/MIRSD_RTAMB/P/ CIR/2021/655 dated November 3, 2021
(subsequently amended by Circular Nos. SEBI/HO/MIRSD/MIRSD_
RTAMB/P/CIR/2021/687 dated December 14, 2021, SEBI/HO/MIRSD/MIRSD-PoD-
1/P/CIR/2023/37 March 16, 2023 and SEBI/HO/MIRSD/POD- 1/P/CIR/2023/181
November 17, 2023) has mandated that with effect from April 1, 2024, dividend to
security holders (holding securities in physical form), shall be paid only through
electronic mode. Such payment shall be made only after furnishing the PAN, choice of
nomination, contact details including mobile number, bank account details and specimen
signature.

UPDATION OF MANDATORY INFORMATION BY ALL THE RELEVANT SHAREHOLDERS

All Relevant Shareholders are requested to ensure that relevant details are updated, as
applicable, through their depository participant (if shares are held in Demat Form) or
with registrar and transfer agent in the register of members (if shares are held in Physical
Form) by August 30, 2024.

Please note that for the purpose of complying with the applicable TDS provisions, the
Company will rely on the details as available on Record Date in the Register of Members.

APPLICABLE PROVISIONS OF THE ACT AND DOCUMENTS REQUIRED FOR


RESPECTIVE CATEGORY OF RELEVANT SHAREHOLDERS

1) Withholding tax/ tax deducted at source (TDS) rates on Deemed Dividend

Deemed dividend arising under Section 2(22)(d) of the Act shall be taxable in the
hands of resident shareholders/non-resident shareholders at the tax rates that are
applicable to the respective shareholders as per the provisions of the Act (subject
to applicable beneficial provisions of applicable Double Taxation Avoidance
Agreement (DTAA)).

i) Resident Individuals: Tax is required to be deducted at source under


Section 194 of the Act, at the rate of 10% on the amount of dividend where
resident shareholders have registered their valid Permanent Account
Number (PAN). In case, resident shareholders do not have PAN / have not
registered their valid PAN details in their demat account/ PAN is invalid or
declared to be inoperative on non-linking of PAN with Aadhaar/ Shareholder
is a specified person under Section 206AB, TDS at the rate of 20% shall be
deducted under Section 206AA/ 206AB of the Act.

No tax shall be deducted on the dividend payable to resident individuals if:

a. Total dividend amount to be received by them during FY2024-25 does


not exceed INR 5,000/-; or

b. The Shareholder furnishes Form 15G (applicable to resident individual


below the age of 60 years) / Form 15H (applicable to a resident
Individual aged 60 years and above), provided that all the required
eligibility conditions are met. Please note that all fields are mandatory
to be filled up and the Company may at its sole discretion reject the
form if it does not fulfil the requirement of law. Formats of Form 15G
and 15H are enclosed herewith as Annexure 2 and Annexure 3,
respectively.

c. Exemption certificate, if any, is issued by the Income-tax Department.

ii) Resident Non-Individuals: Tax is required to be deducted at source under


Section 194 of the Act, at the rate of 10% on the amount of dividend where
resident shareholders have registered their valid PAN. In case, resident
shareholders have not registered their valid PAN details in their demat
account/ PAN is invalid/ Shareholder is a specified person under Section
206AB, TDS at the rate of 20% shall be deducted under Section 206AA/
206AB of the Act.

No tax shall be deducted on the dividend payable to the following resident


non-individuals where they provide details and documents as per the format
attached in Annexure 4.

a. Insurance Companies: Self declaration that it qualifies as ‘Insurer’ as


per Section 2(7A) of the Insurance Act, 1938 and has full beneficial
interest with respect to the ‘A’ Ordinary Shares owned by it along with
self-attested copy of PAN card and certificate of registration with
Insurance Regulatory and Development Authority (IRDA)/ LIC/ GIC.

b. Mutual Funds: Self-declaration that it is registered with Securities and


Exchange Board of India (‘SEBI’) and is notified under Section
10(23D) of the Act along with self-attested copy of PAN card and
certificate of registration with SEBI.

c. Alternative Investment Fund (AIF): Self-declaration that its income


is exempt under Section 10(23FBA) of the Act, and they are registered
with SEBI as Category I or Category II AIF along with self-attested
copy of the PAN card and certificate of AIF registration with SEBI.

d. New Pension System (NPS) Trust: Self-declaration that it qualifies


as NPS trust and income is eligible for exemption under Section 10(44)
of the Act and being regulated by the provisions of the Indian Trusts
Act, 1882 along with self-attested copy of the PAN card.

e. Other Resident Non-Individual Shareholders: Self-attested copy of


documentary evidence supporting the exemption along with self-
attested copy of PAN card.

iii) Non-resident shareholders

a. Taxes are required to be withheld in accordance with the provisions of


Section 195 or Section 196D of the Act at the rate of 20% plus
maximum applicable surcharge and cess i.e. upto 23.92%.

b. In case Non-Resident Shareholders provide a certificate issued under


Section 197/195 of the Act, for lower/ Nil withholding of taxes, rate
specified in the said certificate shall be considered, on submission of
self-attested copy of the same.

c. Further, as per Section 90 of the Act, the non-resident Shareholder


has the option to be governed by the provisions of the DTAA between
India and the country of tax residence of the Shareholder if they are
more beneficial to them. For this purpose, i.e., to avail Tax Treaty
benefit, the non-resident Shareholders are required to provide the
following:

(i) Self-attested copy of the PAN card allotted by the Indian Income Tax
authorities. In case, PAN is not available, the non-resident Shareholder shall
furnish (a) name, (b) email ID, (c) contact number, (d) address in residency
country, (e) Tax Identification Number of the residency country (format
attached herewith as Annexure 5).

(ii) Self-attested copy of Tax Residency Certificate (TRC) (For FY April 1, 2024
to March 31, 2025) obtained from the tax authorities of the country of which
the Shareholder is a resident. Where the TRC in the resident jurisdiction
issued for calendar year, the TRC for calendar year 2024 must be provided.

(iii) E-filed Form 10F (filed electronically on the Indian Income Tax web portal
pursuant to Notification no. 03/2022 dated July 16, 2022) valid for the period
April 2024 to March 2025.

(iv) Self-declaration of having no Permanent Establishment in India, of meeting


treaty eligibility requirement and satisfying beneficial ownership requirement.
(For FY April 1, 2024 to March 31, 2025) (format attached herewith as
Annexure 5).

(v) In case of Foreign Institutional Investors and Foreign Portfolio Investors copy
of SEBI registration certificate.

(vi) In case of Shareholder being tax resident of Singapore, please furnish the
letter issued by the competent authority or any other evidence demonstrating
the non-applicability of Article 24-Limitation of Relief under India-Singapore
DTAA. Further, similar information is required to be furnished in case required
under any other specific jurisdiction treaty, in case of Shareholder being tax
resident of such other jurisdiction.

It is recommended that Shareholders should independently satisfy their


eligibility to claim DTAA benefit including fulfilling of all the conditions laid
down by DTAA.

Beneficial rate as per DTAA for the purpose of withholding taxes shall depend
upon completeness and satisfactory review by the Company of the
documents submitted by the non-resident Shareholder.

2) Withholding tax/ tax deducted at source (TDS) rates on Capital Gains

Capital gains arising for shareholders who are holding the ‘A’ Ordinary Shares as
investment shall be taxable in the hands of resident/non-resident shareholders at
the applicable capital gains tax rates under the Act based on the period of holding
of such shares.

The TDS on Capital Gains ranges between 0% to 35% (plus applicable surcharge
and cess) [MMR 42.74%] depending on the residential status of the Shareholder.
In a case where sufficient documentation is not available (such as residential
status of a Shareholder is unknown, cost of acquisition and period of holding data
is not available, etc.) TDS shall be deducted at the MMR of 42.74%.

i) Resident shareholders: Not Applicable

ii) Non-Resident shareholders:

a. Taxes are required to be withheld in accordance with the provisions of


Section 195 or Section 196D of the Act as per the rates as applicable on the
amount of capital gains payable to them (as mentioned in the preceding
paragraphs). The applicable rate of TDS shall be determined based on the
details/ declarations provided shareholders in the requisite formats.

b. In case, Non-Resident Shareholders provide a certificate issued under


Section 197/195 of the Act, for lower/ Nil withholding of taxes, rate specified
in the said certificate shall be considered, on submission of self-attested
copy of the same.
c. Further, as per Section 90 of the Act, the non-resident Shareholder has the
option to be governed by the provisions of the DTAA between India and the
country of tax residence of the Shareholder if they are more beneficial to
them. For this purpose, i.e., to avail Tax Treaty benefit, the non-resident
Shareholders are required to provide the information as listed in Section
1(iii)(c) above.

d. Further, non-resident shareholders to provide a CA Certificate certifying the


nature of “A” Ordinary Shares held as capital asset or stock in trade, cost of
acquisition & period of holding in relation to the ‘A’ Ordinary Shares held in
Tata Motors Limited, to be considered under the Income Tax Act, 1961. The
format of CA certificate is annexed as Annexure 6.

3) Withholding tax/ tax deducted at source (TDS) rates on Business Income

Business income arising for shareholders who are holding the ‘A’ Ordinary Shares
as stock-in-trade shall be taxable in the hands of resident shareholders/non-
resident shareholders (subject to applicable beneficial provisions of applicable
DTAA) at the tax rates that are applicable to the respective shareholders as per
the provisions of the Act.

The TDS on Business Income ranges between 0% to 35% (plus applicable


surcharge and cess) [MMR 42.74%] depending on the residential status of the
Shareholder. In a case where residential status of a Shareholder is unknown, TDS
shall be deducted at the MMR of 42.74%.

i) Resident shareholders: Not Applicable

ii) Non-Resident shareholders:

a. Taxes are required to be withheld in accordance with the provisions of


Section 195 or Section 196D of the Act as per the rates as applicable. In
case, Non-Resident Shareholders provide a certificate issued under
Section 197/195 of the Act, for lower/ Nil withholding of taxes, rate
specified in the said certificate shall be considered, on submission of self-
attested copy of the same.

b. Further, as per Section 90 of the Act, the non-resident Shareholder has


the option to be governed by the provisions of the Double Tax Avoidance
Treaty (DTAA) between India and the country of tax residence of the
Shareholder if they are more beneficial to them. For this purpose, i.e., to
avail Tax Treaty benefit, the non-resident Shareholders are required to
provide the information as listed in Section 1(iii)(c) above.

4) Lower withholding as per Certificate under Section 197

i) In case, shareholders (resident or non-resident) provide certificate under


Section 197 of the Act, for lower / NIL withholding of taxes, rate specified in the
said certificate shall be considered, on submission of self-attested copy of the
certificate.

ii) Please note that Shareholders should seek the lower withholding certificate on
the TAN - MUMT28211B of the Company to enable the Company to grant the
benefit of the lower withholding certificate.

DEDUCTION/APPLICABILITY OF TDS

The following provisions under the Act will also be considered to determine the
applicable TDS rate:

A. TDS to be deducted at higher rate in case of non-filers of Return of Income

The provisions of Section 206AB of the Act require the deductor to deduct tax at
higher of the following rates from the amount paid/ credited to specified person:

i. At twice the rate specified in the relevant provision of the Act; or

ii. At twice the rates or rates in force; or

iii. At the rate of 5%.

The non-resident Shareholders who do not have permanent establishment in


India and the resident Shareholders who are not required to file a return under
Section 139 of the Act, are excluded from the scope of specified persons.

However, as directed by the Central Board of Direct Taxes vide Circular No. 11
of 2021 dated June 21, 2021, the Company will be using functionality of the
Income-tax department for determination of specified person for the purpose of
Section 206AB of the Act.

B. TDS to be deducted at higher rate in case of non-linkage of PAN with


Aadhaar

As per Section 139AA of the Income Tax Act, every person who has been allotted
a PAN and who is eligible to obtain Aadhaar, shall be required to link the PAN
with Aadhaar. In case of failure to comply with this, the PAN allotted shall be
deemed to be invalid/inoperative and tax shall be deducted at the rate of 20% as
per the provisions of section 206AA of the Act. The Company will be using
functionality of the Income-tax department for the above purpose. Shareholders
may visit https://www.incometax.gov.in/iec/foportal/ for FAQs issued by the
Government on PAN Aadhar linking.

C. Declaration under Rule 37BA

In terms of Rule 37BA of the Income Tax Rules 1962, if dividend income on which
tax has been deducted at source is assessable in the hands of a person other
than the deductee, then such deductee should file declaration with Company in
the manner prescribed in the Rules. Any documents submitted after cut-off period
will be accepted at sole discretion of the Company. Format of declaration under
Rule 37BA is attached as Annexure 7.

D. For Shareholders having multiple accounts under different status / category:

Shareholders holding ‘A’ Ordinary Shares under multiple accounts under different status
/ category and single PAN, may note that, higher of the tax as applicable to the status
in which shares held under a PAN will be considered on their entire holding in different
accounts.

SUBMISSION OF TAX RELATED DOCUMENTS:

In order to enable us to determine the appropriate withholding tax rate, as


applicable, we request you to provide these details and documents as mentioned
above, on or before 30th August, 2024 (cut-off period). Any documents submitted
after cut-off period may not be accepted by the Company for this purpose.

The documents can be uploaded on the link


https://liiplweb.linkintime.co.in/formsreg/submission-of-form-15g-15h.html on or before
30th August, 2024 to enable the Company to determine the appropriate TDS /
withholding tax rate applicable. Any communication on the tax determination/deduction
received post 30th August, 2024 shall not be considered.

Shareholders can send the other documents at the following email IDs:

Resident Shareholders Non-Resident Shareholders

Csg6exemptforms2425@linkintime.co.in tmldividend@vrtaxconsultants.com

Documents sent to any other email ids may tantamount to non-submission of documents
and attract TDS as per the provisions of the Act.

It may be further noted that in case the tax on said dividend is deducted at a higher
rate in the absence of receipt of the aforementioned details/documents from
Shareholders, there would still be an option available to them to file their return
of income and claim an appropriate refund, if eligible, from the concerned Income
Tax Authorities.

The tax credit can also be viewed in Form 26AS by logging in with your credentials (with
valid PAN) at TRACES https://www.tdscpc.gov.in/app/login.xhtml or in Form 26AS/
Annual Information Statement (AIS)/ Taxpayer Information Statement (TIS) by logging
in with your credentials (with valid PAN) on the e-filing website of the Income Tax
Department of India https://www.incometax.gov.in/iec/foportal/.

We seek your cooperation in this regard.


Thanking you.

Yours faithfully,
For Tata Motors Limited

Maloy Kumar Gupta


Company Secretary

Encl:
a) Annexure 1 – Illustrative calculation with respect to the number of shares that will be
issued to ‘A’ Ordinary Shareholders post settlement of tax liabilities
b) Annexure 2 – FORM 15G- Declaration under section 197A(1) and section 197A(1A)
to be made by an individual or a person (not being a company or firm) claiming
certain incomes without deduction of tax
c) Annexure 3 – FORM 15H- Declaration under section 197A(1C) to be made by an
individual who is of the age of sixty years or more claiming certain incomes without
deduction of tax.
d) Annexure 4 – Declaration of Category of Shareholder
e) Annexure 5 – Declaration Regarding Tax Residency
f) Annexure 6 – Format of CA certificate
g) Annexure 7 – TDS Declaration Format Under Rule 37BA

Disclaimer: This communication shall not be treated as an advice from Tata


Motors Limited or its affiliates or its Registrar & Transfer Agent.

Note: This is a system generated e-mail. Please do not reply to this e-mail.
Summary of TDS rates and information required from Relevant Shareholders:

Resident Shareholders:

Section Category Rate of Tax Remarks/Information required


196 Mutual Funds 0% Self-declaration that it is registered with
SEBI and is notified under Section
10(23D) of the Act along with self-
attested copy of PAN card and
certificate of registration with SEBI.

197A(1F) Alternative 0% Self-declaration that its income is


Investment exempt under Section 10(23FBA) of the
Funds (AIF) Act, and they are registered with SEBI
as Category I or Category II AIF along
with self-attested copy of the PAN card
and certificate of AIF registration with
SEBI.

197A(1E) National Pension 0% Self-declaration that it qualifies as NPS


Scheme trust and income is eligible for
exemption under Section 10(44) of the
Act and being regulated by the
provisions of the Indian Trusts Act, 1882
along with self-attested copy of the PAN
card.

194 Insurance 0% Self-declaration that it qualifies as


companies ‘Insurer’ as per Section 2(7A) of the
Insurance Act, 1938 and has full
beneficial interest with respect to the ‘A’
Ordinary Shares owned by it along with
self-attested copy of PAN card and
certificate of registration with IRDA/ LIC/
GIC.
194 Resident 0% This rate is applicable if:
Individuals 1. Total dividend amount to be
received by them during FY2024-25
does not exceed INR 5,000/-; or
2. The Shareholder furnishes Form
15G (applicable to resident
individual below the age of 60 years)
/ Form 15H (applicable to a resident
Individual aged 60 years and
Section Category Rate of Tax Remarks/Information required
above), provided that all the required
eligibility conditions are met. Please
note that all fields are mandatory to
be filled up and the Company may at
its sole discretion reject the form if it
does not fulfil the requirement of law.
Formats of Form 15G and 15H are
enclosed herewith as Annexure 2
and Annexure 3, respectively.
3. Exemption certificate, if any, is
issued by the Income-tax
Department, if any.
194 Other Resident 10% In case, resident shareholders do not
Shareholders have PAN / have not registered their
valid PAN details in their demat account/
PAN is invalid or declared to be
inoperative on non-linking of PAN with
Aadhaar/ Shareholder is a specified
person under Section 206AB, TDS at
the rate of 20% shall be deducted under
Section 206AA/ 206AB of the Act.
Non-Resident Shareholders

All non-resident Relevant Shareholders to provide self-declaration that the ‘A’ Ordinary
Shares are held as ‘capital asset’ or as ‘stock in trade’ (as the case may be).

In case where the declaration is not provided, the shares shall be considered as held as
investments and income arising from the transfer of such shares shall be considered taxable
under the head “Capital Gains”.

Section Category Rate Remarks


of Tax
196D(1) FII/FPI 20% In addition to Tax, surcharge as per
respective slabs and cess @ 4% would be
applicable. FII and FPI to provide copy of
SEBI registration certificate.
195 Other Non- [$]% To avail Tax Treaty benefit, the non-resident
residents Shareholders are required to provide the
shareholders following:
1. Self-attested copy of the PAN card
allotted by the Indian Income Tax
authorities. In case, PAN is not
available, the non-resident Shareholder
shall furnish (a) name, (b) email ID, (c)
contact number, (d) address in
residency country, (e) Tax Identification
Number of the residency country (format
attached herewith as Annexure 5).
2. Self-attested copy of Tax Residency
Certificate (TRC) (For FY April 1, 2024
to March 31, 2025) obtained from the tax
authorities of the country of which the
Shareholder is a resident. Where the
TRC in the resident jurisdiction is issued
for calendar year, the TRC for calendar
year 2024 must be provided.
3. E-filed Form 10F (filed electronically on
the Indian Income Tax web portal
pursuant to Notification no. 03/2022
dated July 16, 2022) valid for the period
April 2024 to March 2025.
4. Self-declaration of having no Permanent
Establishment in India, of meeting treaty
eligibility requirement and satisfying
Section Category Rate Remarks
of Tax
beneficial ownership requirement. (For
FY April 1, 2024 to March 31, 2025)
(format attached herewith as Annexure
5).
5. In case of Shareholder being tax
resident of Singapore, please furnish the
letter issued by the competent authority
or any other evidence demonstrating the
non-applicability of Article 24-Limitation
of Relief under India-Singapore DTAA.
Further, similar information is required to
be furnished in case required under any
other specific jurisdiction treaty, in case
of Shareholder being tax resident of
such other jurisdiction.

It is recommended that Shareholders should


independently satisfy their eligibility to claim
DTAA benefit including fulfilling of all the
conditions laid down by DTAA.

Beneficial rate as per DTAA for the purpose


of withholding taxes shall depend upon
completeness and satisfactory review by the
Company of the documents submitted by
the non-resident Shareholder.

Non-resident shareholders to provide a CA


Certificate certifying the nature of “A”
Ordinary Shares held as capital asset or
stock in trade, cost of acquisition & period of
holding in relation to the ‘A’ Ordinary Shares
held in Tata Motors Limited, to be
considered under the Income Tax Act, 1961.
The format of CA certificate is annexed as
Annexure 6.
195/197 Other Non- 0% Non-Resident Shareholders provide a
residents certificate issued under Section 197/195 of
shareholders the Act, for lower/ Nil withholding of taxes,
rate specified in the said certificate shall be
considered, on submission of self-attested
copy of the same.
Annexure 1

An illustrative calculation with respect to the number of shares that will be issued to ‘A’ Ordinary
Shareholders post settlement of tax liabilities, is as under:

Unit of
PARTICULARS FORMULA X Ltd. (Dom Co.) Mr. X (Res Ind) Mr. Y (NRI) Mutual Fund
measurement
No. of "A" Ordinary shares held by relevant shareholder A Nos. 1,000 1,000 1,000 1,000
Capital Reduction Consideration (For every 10 "A" Ordinary
B Nos. 0.7 0.7 0.7 0.7
Shares, 7 New Ordinary Shares)
Details of No. of ordinary shares to be issued as per swap ratio C=A*B Nos. 700 700 700 700
Shareholdings Price per Ordinary share (assumed as on Effective Date) D INR 1,000 1,000 1,000 1,000
and Price (assumed) at which Trust will sell new Ordinary Shares E INR 1,050 1,050 1,050 1,050
Accumulated STT & Other expenses (as a % of consideration value) F % 0.1% 0.1% 0.1% 0.1%
Profits Cost of Acquisition Per A Ordinary Share (assumed) G INR 100 100 100 NA
Total Reserves (assumed) H INR in Crs. 10,000 10,000 10,000 10,000
Total "A" Ordinary shares as on Effective date I Nos. 508,502,896 508,502,896 508,502,896 508,502,896
% of holding of relevant shareholder J = A /I % 0.0002% 0.0002% 0.0002% 0.0002%
Deemed Dividend in the hands of "A" Ordinary Shareholders K=H*J INR 196,656 196,656 196,656 -
TDS / WHT rate on Deemed Dividend L % 10% 10% 23.92% 0%
TDS / WHT amount on Deemed Dividend M = K *L INR 19,666 19,666 47,040 -
WHT on Distribution to "A" Ordinary Shareholder N = (C*D) INR 700,000 700,000 700,000 -
deemed Cost of Acquisition O = A*G INR 100,000 100,000 100,000 -
dividend & Deemed Dividend P=K INR 196,656 196,656 196,656 -
capital gains Capital Gains after Deemed Dividend Q = N-O-P INR 403,344 403,344 403,344 -
WHT on Capital gains (only applicable to non-residents) R % - - 14.95% 0%
WHT Amount on Capital Gains S = Q*R INR - - 60,300 -
Total WHT amount on Deemed Dividend and Capital Gains T=M+S INR 19,666 19,666 107,340 -
Short Term Capital Gains (STCG) Tax Rate U % 23.92% 23.30% 23.92% 0%
Capital Gains per share V=E-D INR 50.00 50.00 50.00 50.00
Distribution of
STCG Tax Per share W=V*U INR 11.96 11.65 11.96 0.00
cash to TML &
STT & Other expenses X=E*F INR 1.05 1.05 1.05 1.05
balance
Effective price per share after considering other transaction
ordinary Y=E-W-X INR 1036.99 1037.30 1036.99 1048.95
expenses
shares to DVR
Total net cash required for meeting tax obligations Z=T INR 19,666 19,666 107,340 -
shareholders
Number of ordinary shares to be sold by Trust AA = Z/Y Nos. 19 19 104 -
Ordinary shares re-distributed to "A" Ordinary Shareholders AB = C-AA Nos. 681 681 596 700
NCRC Net Capital Reduction Consideration post TDS/WHT AC = AB/A Nos. 0.681 0.681 0.596 0.700

Notes:
1. All the shareholders assumed to have provided PAN / Tax Residency Certificate/ Form 10F/ CA
certificate for Cost of acquisition and other details as applicable.
2. Please note that the tax rates mentioned above are basis the Finance Act 2024.
3. All the shareholders assumed to hold shares as “Investment” and not as “stock in trade”.
4. Non-resident WHT liability is subject to relevant tax treaty benefits, if any.
5. Entitlement of fractional shares has not been considered in the above illustration.
6. The above illustration has been prepared for informational purposes only and should not be
treated as advice from the Company. Shareholders are requested to consult their own tax and
accounting advisors for applicable laws and regulations pertaining to their specific situation.
ANNEXURE 2

Name of the Company Dp. Id – Client Id/ Folio No.


TATA Motors Limited

INCOME-TAX RULES, 1962


1
FORM NO. 15G
[See section 197A(1), 197A(1A) and rule 29C]
Declaration under section 197A(1) and section 197A(1A) to be made by an
individual or a person (not being a company or firm) claiming certain
incomes without deduction of tax
PARTI
1. Name of Assessee (Declarant) 2. PAN of the Assessee1
3. Status2 4. Previous year (P.Y.)3 5. ResidentialStatus4
Individual FY 2024-25 Resident
6. Flat/Door/Block 7. Name of 8. Road/Street/Lane 9. Area/Locality
No. Premises
10. Town/City/District 11. State 12. PIN 13. Email

14. Telephone No. (with 15. (a) Whether assessed to Yes No


STD Code) and tax under the Income-tax
Mobile No. Act,19615
(b) If yes, latest assessment
year for which assessed
16. Estimated income for which this 17. Estimated total income of the P.Y. in
declaration is made which income mentioned in column16 to
be included6
18. Details of Form No.15G other than this form filed during the previous year, if any7
Total No. of Form No.15G Aggregate amount of income for which Form
filed No.15G filed

19. Details of income for which the declaration is filed

Identification number of Section under Amount of


Sl. relevant investment/account, Nature of income which tax is income
No. deductible
etc8

………….

…………….……………………
Signature of the Declarant 9

Page 1 of 4
ANNEXURE 2

Declaration/Verification10

*I/We...............................................................do hereby declare that to the best of *my /our


knowledge and belief what is stated above is correct, complete and is truly stated. *I/We declare
that the incomes referred to in this form are not includible in the total income of any other person
under sections 60 to 64 of the Income-tax Act, 1961. *I/We further declare that the tax *on my/our
estimated total income including *income/incomes referred to in column 16 *and aggregate
amount of *income/incomes referred to in column 18 computed in accordance with the provisions
of the Income-tax Act,1961, for the previous year ending on 31-MAR-2025. relevant to the
assessment year 2025-2026.will be nil. *I/We also declare that *my/our *income/incomes
referred to in column16 *and the aggregate amount of *income/incomes referred to in column 18
for the previous year ending on 31-MAR-2025. relevant to the assessment year 2025-2026 will
not exceed the maximum amount which is not charge-able to income-tax.

Place:…………………….. ……………………………
Date:........................................ Signature of the Declarant9

______________
1. Substituted by IT (Fourteenth Amdt.) Rules 2015, w.e.f. 1-10-2015. Earlier Form No.15G
was inserted by the IT (Fifth Amdt.)Rules, 1982, w.e.f. 21-6-1982 and later on amended
by the IT (Fifth Amdt.) Rules, 1989, w.r.e.f. 1-4-1988, IT (Fourteenth Amdt.) Rules, 1990,
w.e.f. 20-11-1990 and IT (Twelfth Amdt.) Rules, 2002, w.e.f. 21-6-2002 and substituted
by the IT (Eighth Amdt.) Rules, 2003, w.e.f. 9-6-2003 and IT (Second Amdt.)Rules, 2013,
w.e.f. 19-2-2013.

Page 2 of 4
ANNEXURE 2

PART II

[To be filled by the person responsible for paying the income


referred to in column 16 of Part I]

1. Name of the person responsible for paying 2. Unique Identification No.11

3. PAN of the 4. Complete Address 5. TAN of the person responsible for


person paying
responsible for
paying
7. Telephone No. (with STD 8. Amount of income paid 12
6. Email Code) and Mobile No.
9. Date on which Declaration is 10. Date on which the income has been
received (DD/MM/YYYY) paid/credited (DD/MM/YYYY)

Place: ................................ ………………………………………..


Date: ............................................. Signature of the person responsible
for paying the income referred to in
column16ofPartI

*Delete whichever is not applicable.


1
As per provisions of section 206AA(2), the declaration under section 197A(1) or 197A(1A)
shall be invalid if the declarant fails to furnish his valid Permanent Account Number (PAN).
2
Declaration can be furnished by an individual under section 197 A (1) and a person (other
than a company or a firm) under section 197A(1A).
3
The financial year to which the income pertains.
4
Please mention the residential status as per the provisions of section 6 of the Income-
tax Act, 1961.
5
Please mention "Yes" if assessed to tax under the provisions of Income-tax Act, 1961 for any
of the assessment year out of six assessment years preceding the year in which the declaration
is filed.
6
Please mention the amount of estimated total income of the previous year for which the
declaration is filed including the amount of income for which this declaration is made.
7
Incase any declaration(s) in Form No.15G is filed before filing this declaration during the
previous year, mention the total number of such Form No.15G filed alongwith the aggregate
amount of income for which said declaration(s) have been filed.
8
Mention the distinctive number of shares, account number of term deposit, recurring deposit,
National Savings Schemes, life insurance policy number, employee code, etc.
9
Indicate the capacity in which the declaration is furnished on behalf of a HUF, AOP,
etc.

Page 3 of 4
ANNEXURE 2
10
Before signing the declaration/verification, the declarant should satisfy himself that the
information furnished in this form is true, correct and complete in all respects. Any person
making a false statement in the declaration shall be liable to prosecution under section 277 of
the Income-tax Act, 1961 and on conviction be punishable-
(i) in a case where tax sought to be evaded exceeds twenty-five lakh rupees, with rigorous
imprisonment which shall not be less than six months but which may extend to seven
years and with fine;
(ii) in any other case, with rigorous imprisonment which shall not be less than three months
but which may extend to two years and with fine.
11
The person responsible for paying the income referred to in column16 of Part I shall allot a
unique identification number to all theFormNo.15G received by him during a quarter of the
financial year and report this reference number alongwith the particulars prescribed in rule
31A(4)(vii) of the Income-tax Rules, 1962 in the TDS statement furnished for the same
quarter. Incase the person has also received FormNo.15H during the same quarter, please
allot separate series of serial number for FormNo.15G and FormNo.15H.
12
The person responsible for paying the income referred to in column 16 of Part I shall not
accept the declaration where the amount of income of the nature referred to in sub-section (1)
or sub-section (1A) of section 197A or the aggregate of the amounts of such income credited
or paid or likely to be credited or paid during the previous year in which such income is to be
included exceeds the maximum amount which is not chargeable to tax. For deciding the
eligibility, he is required to verify income or the aggregate amount of incomes, as the case may
be, reported by the declarant in columns 16 and 18.

Page 4 of 4
ANNEXURE 3

Name of the Company Dp. Id – Client Id/ Folio No.


TATA Motors Limited
1
FORM NO. 15H
[See section 197A(1C) and rule 29C]
Declaration under section 197A(1C) to be made by an individual who is of the age of sixty
years or more claiming certain incomes without deduction of tax.
PART I
1. Name of Assessee (Declarant) 2. Permanent Account 3. Date of
Number or Aadhaar Birth2(DD/MM/YYYY)
1
Number of the Assessee

4. Previous year (P.Y.)3 (for 5. Flat/Door/Block No. 6. Name of Premises


which declaration is being made)
FY 2024-25
7. Road/Street/Lane 8. Area/Locality 9. Town/City/District 10. State

11. PIN 12. Email 13. Telephone No. (with STD Code) and Mobile No.

14 (a) Whether assessed to tax4: Yes No


(b) If yes, latest assessment year for which assessed
15. Estimated income for which this declaration is made
16. Estimated total income of the P.Y. in which income
mentioned in column 15 to be included5

17. Details of Form No.15H other than this form filed for the previous year, if any6
Total No. of Form No.15H filed Aggregate amount of income for which Form No.15H filed

18. Details of income for which the declaration is filed


Sl. Identification number of Nature of income Section under Amount of
No. relevant which tax is income
investment/account, etc.7 deductible

Signature of the Declarant


1. Substituted by the IT (Fourteenth Amdt.) Rules, 2015, w.e.f. 1-10-2015. Earlier Form No. 15H was amended by the
IT (Fifth Amdt.) Rules, 1982, w.e.f. 21-6-1982, IT (Fifth Amdt.) Rules, 1989, w.r.e.f. 1-4-1988, IT (Fourteenth
Amdt.) Rules, 1990, w.e.f. 20-11-1990, IT (Twelfth Amdt.) Rules, 1992, w.e.f. 1-6-1992, IT (Seventh Amdt.) Rules,
1995, w.e.f. 1-7-1995, IT (Thirty-second Amdt.) Rules, 1999, w.e.f. 19-11-1999, IT (Twelfth Amdt.) Rules, 2002,
w.e.f. 21-6-2002, IT (Eighth Amdt.) Rules, 2003, w.e.f. 9-6-2003, IT (Fourteenth Amdt.) Rules, 2003, w.e.f. 1-8-2003
and IT (Second Amdt.) Rules, 2013, w.e.f. 19-2-2013.
Page 1 of 4
ANNEXURE 3
Declaration/Verification8
I ................................................................ do hereby declare that I am resident in India within the
meaning of section 6 of the Income-tax Act, 1961. I also hereby declare that to the best of my
knowledge and belief what is stated above is correct, complete and is truly stated and that the
incomes referred to in this form are not includible in the total income of any other person under
sections 60 to 64 of the Income-tax Act, 1961. I further declare that the tax on my estimated total
income including *income/incomes referred to in column 15 *and aggregate amount of
*income/incomes referred to in column 17 computed in accordance with the provisions of the
Income-tax Act, 1961, for the previous year ending on 31-MAR-2025 relevant to the
assessment year 2025-2026
will be nil.

Place:....................................
Date :………………………… Signature of the Declarant Signature

Page 2 of 4
ANNEXURE 3
PART II
[To be filled by the person responsible for paying the income
referred to in column 15 of Part I]
1. Name of the person responsible for paying 2. Unique Identification No.9

3. Permanent Account 4. Complete Address 5. TAN of the person


Number or Aadhaar responsible for paying
Number of the person
responsible for paying

6. Email 7. Telephone No. (with STD Code) 8. Amount of income paid10


and Mobile No.

9. Date on which Declaration is 10. Date on which the income has been
received (DD/MM/YYYY) paid/credited (DD/MM/YYYY)

Place:....................................
Date: ............................................................. Signature of the person responsible for paying the
income referred to in column 15 of Part I

*Delete whichever is not applicable.


1. As per provisions of section 206AA(2), the declaration under section 197A(1C) shall be invalid
if the declarant fails to furnish his valid Permanent Account Number or Aadhaar Number.
2. Declaration can be furnished by a resident individual who is of the age of 60 years or more at
any time during the previous year.
3. The financial year to which the income pertains.
4. Please mention “Yes” if assessed to tax under the provisions of Income-tax Act, 1961 for any
of the assessment year out of six assessment years preceding the year in which the declaration is
filed.
5. Please mention the amount of estimated total income of the previous year for which the
declaration is filed including the amount of income for which this declaration is made.
6. In case any declaration(s) in Form No. 15H is filed before filing this declaration during the
previous year, mention the total number of such Form No. 15H filed along with the aggregate
amount of income for which said declaration(s) have been filed.
7. Mention the distinctive number of shares, account number of term deposit, recurring deposit,
National Savings Schemes, life insurance policy number, employee code, etc.
8. Before signing the declaration/verification, the declarant should satisfy himself that the
information furnished in this form is true, correct and complete in all respects. Any person making
a false statement in the declaration shall be liable to prosecution under section 277 of the Income-
tax Act, 1961 and on conviction be punishable—

Page 3 of 4
ANNEXURE 3
(i) in a case where tax sought to be evaded exceeds twenty-five lakh rupees, with rigorous
imprisonment which shall not be less than six months but which may extend to seven years
and with fine;
(ii) in any other case, with rigorous imprisonment which shall not be less than three months but
which may extend to two years and with fine.
9. The person responsible for paying the income referred to in column 15 of Part I shall allot a
unique identification number to all the Form No. 15H received by him during a quarter of the
financial year and report this reference number along with the particulars prescribed in rule
31A(4)(vii) of the Income-tax Rules, 1962 in the TDS statement furnished for the same quarter. In
case the person has also received Form No.15G during the same quarter, please allot separate series
of serial number for Form No.15H and Form No.15G.
10. The person responsible for paying the income referred to in column 15 of Part I shall not accept
the declaration where the amount of income of the nature referred to in section 197A(1C) or the
aggregate of the amounts of such income credited or paid or likely to be credited or paid during
the previous year in which such income is to be included exceeds the maximum amount which is
not chargeable to tax after allowing for deduction(s) under Chapter VI-A, if any, or set off of loss,
if any, under the head “income from house property” for which the declarant is eligible. For
deciding the eligibility, he is required to verify income or the aggregate amount of incomes, as the
case may be, reported by the declarant in columns 15 and 17.

1
[Provided that such person shall accept the declaration in a case where income of the assessee,
who is eligible for rebate of income-tax under section 87A, is higher than the income for which
declaration can be accepted as per this note, but his tax liability shall be nil after taking into
account the rebate available to him under the said section 87A.]

1. Inserted by Income-tax (4th Amendment) Rules, 2019, w.e.f. 22-5-2019.

Page 4 of 4
ANNEXURE 4

Date:

To
TATA Motors Limited
Bombay House,
24 Homi Mody Street,
Mumbai, Maharashtra, 400001

Subject: Declaration regarding Category and Beneficial Ownership of shares

Ref: PAN – Mention PAN of Shareholder


Folio Number / DP ID/ Client ID – Mention all the account details

With reference to the captioned subject, and in relation to the appropriate withholding of taxes on the
Dividend payable to me / us by TATA Motors Limited (the Company), I / We hereby declare as under:

1. We, Full name of the shareholder _______________________________, holding share/shares of


the Company as on the record date, hereby declare that I am /we are tax resident of India for the
period April 2024-March 2025 (Indian Fiscal Year).

2. We hereby declare that (Select Applicable)

We are Insurance Company and are the beneficial owner of the share/shares held in the
Company; and we are submitting self-attested copy of PAN Card.

We are Mutual Fund specified in Section 10(23D) of the Income Tax Act, 1961 and are
the beneficial owner of the share/shares held in the Company; and we are submitting self-
attested copy of PAN Card and registration certificate.

We are Alternative Investment fund established in India and are the beneficial owner of
the share/shares held in the Company; and our income is exempt under Section 10(23FBA)
of the Act and are governed by SEBI regulations as Category I or Category II AIF; and we
are submitting self-attested copy of the PAN card and registration certificate.

We are category of the entity and are the beneficial owner of the share/shares held in the
Company; and are not subject to withholding tax under section 196 of the Income Tax Act;
and we are submitting self-attested copy of the documentary evidence supporting the
exemption status along with self-attested copy of PAN card.

We are specified person <<mention category of person mentioned by provision>> in


terms of section 10 and are the beneficial owner of the equity share(s) held in the Company;
and our income is exempt under Section 10 of the Act and we are submitting self-attested
copy of the documentary evidence supporting the exemption status along with self-attested
copy of PAN card.

We are (Recognised Provident Fund/Approved Superannuation Fund/Approved


Gratutity Fund/National Pension Scheme / any other entity entitled to exemption
from TDS) and are the beneficial owner of the share/shares held in the Company; and are

Page 1 of 2
ANNEXURE 4

exempted from TDS deduction under (Please specify the relevant Section/Rules giving
exemption under the Income Tax Act); and we are submitting self-attested copy of the
documentary evidence supporting the exemption status (e.g. relevant copy of registration,
notification, order, etc.) along with self-attested copy of PAN card.

3. I/ We further indemnify the Company for any penal consequences arising out of any acts of
commission or omission initiated by the Company by relying on my/ our above averment.

4. I/We hereby confirm that the above declaration should be considered to be applicable for all the
shares held in the Company under PAN/ accounts declared in the form.

Thanking you.
Yours faithfully,
For Name of the shareholder
<<insert signature>>
Authorized Signatory -

Page 2 of 2
ANNEXURE 5

Date:

To
TATA Motors Limited
Bombay House,
24 Homi Mody Street,
Mumbai, Maharashtra, 400001

Subject: Declaration regarding Tax Residency and Beneficial Ownership of shares

Ref: PAN – Mention PAN of Shareholder


Folio Number / DP ID/ Client ID – Mention all the account details

With reference to the captioned subject, and in relation to the appropriate withholding of taxes on the
Dividend payable to me / us by TATA Motors Limited (the Company), I / We hereby declare as under:

1. I / We, Full name of the shareholder _________________________________ , holding


share/shares of the Company as on the record date, hereby declare that I am /we are tax resident of
country name for the period April 2024-March 2025 (Indian Fiscal Year) as per tax treaty between
India and country name (hereinafter referred to as ‘said tax treaty’).

2. I / We hereby declare that, I am /we are the beneficial owner of the share/shares held in the
Company as well as the dividend arising from such shareholding and I/ we have the right to use
and enjoy the dividend received/ receivable from the above shares and such right is not constrained
by any contractual and/ or legal obligation to pass on such dividend to another person.

3. I/We confirm that I/We are entitled to claim the benefits under the Treaty as modified by the
multilateral convention to implement tax treaty related measures to prevent base erosion and profit
shifting (MLI) including but not limited to the Principal Purpose Test (PPT), limitation of benefit
clause (LOB), etc. as applicable.

4. I/We confirm that I/We are the beneficial owners of the shares in the Company and have held the
shares for a period of holding period days prior to the dividend payment date.

5. I/We hereby furnish a copy of valid Tax Residency Certificate dated __________ having Tax
Identification number__________ issued by __________ along with a copy of e-filed Form 10F
for the period April 2024-March 2025.

Page 1 of 2
ANNEXURE 5

6. I/We further declare that I/we do not have and will not have any taxable presence, fixed base or
Permanent Establishment in India as per the said tax treaty during the period April 2024-March
2025.

7. I declare that, being individual, my aggregate presence in India for the period of April 2024– March
2025 does not exceed 120 days.

8. I/ We further indemnify the Company for any penal consequences arising out of any acts of
commission or omission initiated by the Company by relying on my/ our above averment.

9. I/We hereby confirm that the above declaration should be considered to be applicable for all the
shares held in the Company under PAN/ accounts declared in the form.

Thanking you.
Yours faithfully,
For Name of the shareholder
<<insert signature>>

Authorized Signatory - Name and designation


Contact address: _______________________________________________[Please insert]
Email address: _________________________________________________[Please insert]
Contact Number: _______________________________________________[Please insert]
Tax Identification Number ________________________________________[Please insert]

Note: Kindly strikethrough whichever is not applicable

Page 2 of 2
<< On the letter head of the CA >>

ANNEXURE 6

[Date]
[Name of shareholder]
[Address of shareholder]

Dear Sir / Madam,

Subject: Certificate certifying the nature of “A” Ordinary Shares held as capital asset or stock in trade,
cost of acquisition & period of holding in relation to [number of shares] “A” Ordinary Shares held by
[Name of Shareholder] held in Tata Motors Limited, to be considered under the Income Tax Act, 1961
(‘Act’) for the purpose of the Scheme of Arrangement between Tata Motors Limited and its
Shareholders and Creditors under sections 230 to 232 and other applicable provisions of the Companies
Act, 2013.

We, [*], Chartered Accountants, have been requested by [Name of shareholder], to certify the nature of
“A” Ordinary Shares held as capital asset or stock in trade, cost of acquisition & period of holding of “A”
Ordinary Shares of Tata Motors Limited held by [Name of shareholder] as on the date of this certificate,
to be considered under the Act.

Practicing Chartered Accountants Responsibility

1. Our responsibility is limited to certifying the nature of “A” Ordinary Shares held as capital asset or
stock in trade, cost of acquisition & period of holding, in relation to the “A” Ordinary Shares held by
[Name of Shareholder] held in Tata Motors Limited, to be considered under the Act, for the purpose
of the Scheme of Arrangement between Tata Motors Limited and its Shareholders and Creditors
under sections 230 to 232 and other applicable provisions of the Companies Act, 2013.

2. We have conducted our verification in accordance with the Guidance Note on Reports or Certificates
for Special Purposes issued by the Institute of Chartered Accountants of India, which include the
concept of test checks and materially. The Guidance Note requires that we comply with the ethical
requirements of the Code of Ethics issued by the Institute of Chartered Accountants of India.

3. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC)
1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and
Other Assurance and Related Services Engagements.

Opinion

Based on our verification of the following documents as provided by [Name of shareholder] relating to
the [number of shares] “A” Ordinary Shares held in Tata Motors Limited by [Name of shareholder], we
hereby certify the following for the said “A” Ordinary Shares, which is to be considered for under the Act:

Page 1 of 2
<< On the letter head of the CA >>

1. Nature in which the “A” ordinary shares are held: [Capital asset/Stock in trade]

2. Cost of acquisition: [in INR]

3. Period of holding: [number of months]


(Above represents the period of holding until the date of this certificate)

List of documents reviewed by us:

1. Copy of demat statement(s) dated [*] covering the entire holding period for ‘A’ Ordinary Shares
2. Copy of Contract Note(s) dated [*] and [*]
3. Copy of bank statement(s) dated [*] and [*] depicting remittance of funds for acquisition of the
‘A’ Ordinary Shares
4. Copy of the Foreign Inward Remittance Certificate(s) (FIRC) dated [*] and [*]
5. Copy of Form FC-GPR along with acknowledgment
6. Copy of Form FC-TRS along with acknowledgment
7. [Copy of financial statements of [name of shareholder] as of 31 March 2024]
8. [Any other relevant documents/information as reviewed by the CA]

The above mentioned back up documents have been enclosed as Annexures to this certificate.

Should you need any clarifications in this regard, please feel free to contact us.

Encl:

Annexure [*] to [*]

Yours faithfully,

For [Name of the CA Firm]

[Name of the CA]


[Membership No.]
UDIN: [*]
Place: [*]
Date: [*]

<< Annexures to be enclosed >>

Page 2 of 2
ANNEXURE 7

DECLARATION

Under Rule 37BA(2) of the Income-tax Rules, 1962

Date:

To
TATA Motors Limited
Bombay House,
24 Homi Mody Street,
Mumbai, Maharashtra, 400001

Dear Sir,

In accordance with the Rule 37BA(2) of the Income-tax Rules, 1962 on credit for tax
deducted at source, in cases where under any provisions of the Income-tax Act, 1961, the
whole or part of the income on which tax deducted at source is assessable in the hands of a
person other than the deductee, credit for whole or any part of the tax deducted at source,
shall be given to the other person and not to the deductee, provided the deductee files a
declaration with the deductor.

Accordingly, I, ___________________, Compliance Officer of _______________________,


Member of Stock Exchange and Register with SEBI as Member having registered office at
__________________________________________________, hereby declare as follows:

1. _______________________ having Income Tax PAN _________ are holding ___


shares of TATA Motors Limited as on the record date i.e., ___________.

2. The shares received by us in Pool Account (Client Unpaid Securities Account) are held
by us in the Demat account, the details of which is as under:

Demat DP Name DP ID Client ID Sub Type of


Account Demat Account
NSDL/ CM - Pool
CDSL Account

REASONS FOR GIVING CREDIT TO BENEFICIARY SHAREHOLDERS OF


MARGIN ACCOUNT –

3. The ____ equity shares of TATA Motors Limited are held by ___________________, a
SEBI Register Member and having SEBI Registration No INZ_________ under separate
Client Unpaid Securities Accounts (CUSA) as per Exchange / SEBI Circular as clients
have not paid for the purchases of shares.

4. For the transactions entered before the book closure, the shares are held by
____________________________________________ in their CUSA Account
mentioned above and these shares will be subsequently transferred to the beneficiary
members by ____________________________________________.

5. As __________________________ is not the beneficial owner of the shares held by us


in Demat Account, dividend income which will be received by us, would be transferred
to the beneficiary shareholders and accordingly the respective beneficiary shareholders
will be reporting this dividend income in their Income-tax Return of Income for AY
2025-26.

Page 1 of 3
ANNEXURE 7

6. It is hereby requested to the Company to provide the credit of tax deducted at source on
the dividend payouts by the Company, to the list of shareholders enclosed as
Appendix A.

We hereby confirm that the above information is true to the best of our knowledge and belief.
In case of any change in the facts stated above, we will inform the Company immediately.

I, ___________________________, Compliance Officer of


____________________________________________, Member of Stock Exchange
undertakes to provide any further documentation or information as the Company may request.

Any liability arising on account of misrepresentation of facts by us in the above declaration


would be indemnified by us.

For ____________________________________________

Signature
(Name)
Compliance Officer
Date:
Place: Mumbai

Notes:The Company will consider the information as available with the depositories
(NSDL/CDSL) or by the Registrar and Share Transfer Agent as on the record date. We
request you to kindly verify the correctness of the records and for any changes to update the
same with your depository participant (if you hold shares in dematerialized mode) or the
Registrar and Share Transfer Agent (if you hold shares in physical mode). In case of
mismatch of any data as declared above with the Depositories/Registrar & Share Transfer
Agent, the company will not consider the above declaration for further processing.

Page 2 of 3
ANNEXURE 7

APPENDIX-A TO ANNEXURE 7
Annexure Details of Shares Held by Clients PAN in Client Unpaid Securities Account No - with DP ID IN - Name of the clearing member
Sr. No Name PAN Address Email ID Mobile Status of Rate to DP Name Client No of Dividend
No shareholder be / DP ID ID Shares Amount of
- Resident applied held
or Non-
resident
1
2
3

Page 3 of 3
APPENDIX-A TO ANNEXURE 7
Annexure Details of Shares Held by Clients PAN in Client Unpaid Securities Account No - with DP ID IN - Name of the clearing member
Sr. No Name PAN Address Email ID Mobile No Status of shareholder - Rate to DP Name / DP ID Client ID No of Dividend
Resident or Non- be Shares Amount of
resident applied held

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2
3

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