INDEPENDENT AUDITORS’ REPORT

To the Members of Tata Sons Private Limited

Report on the Audit of the Consolidated Financial Statements

Opinion

We have audited the accompanying consolidated financial statements of Tata Sons Private Limited (hereinafter
referred to as the ‘Holding Company”) and its subsidiaries (Holding Company and its subsidiaries together referred
to as “the Group”) that includes the Group’s share of profit / (loss) in its associates and joint ventures, which comprise
the Consolidated Balance Sheet as at 31 March 2023, and the Consolidated Statement of Profit and Loss (including
Other Comprehensive Income), the Consolidated Statement of Changes in Equity and the Consolidated Cash Flow
Statement for the year then ended, and notes to the consolidated financial statements, including a summary of
significant accounting policies and other explanatory information (hereinafter referred to as “the consolidated financial
statements”).

In our opinion and to the best of our information and according to the explanations given to us and based on the
consideration of reports of other auditors on intermediate consolidated financial statements, separate financial
statements and on the other financial information of the subsidiaries referred to in the Other Matters section below, the
aforesaid consolidated financial statements give the information required by the Companies Act, 2013 (the “Act”) in the
manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under
section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended (‘Ind AS’) and
other accounting principles generally accepted in India, of the consolidated state of affairs of the Group, its associates
and joint ventures as at 31 March 2023, and their consolidated profit, consolidated total comprehensive income, their
consolidated changes in equity and consolidated cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the
Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit
of the Consolidated Financial Statements section of our report. We are independent of the Group, its associates and
joint ventures in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI),
together with the ethical requirements that are relevant to our audit of the consolidated financial statements under
the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in
accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence obtained by us
and the audit evidence obtained by the other auditors in terms of their reports referred to in the Other Matters section
below, is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.

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INDEPENDENT AUDITORS’ REPORT (Continued)

Material Uncertainty Related to Going Concern

a. Our report is not modified in respect of the following Material Uncertainty Relating to Going Concern that has
been communicated to us by the Auditors of Tata Steel Limited, one of the material associates of the Group:

The auditors of Tata Steel Limited have not modified their opinion in respect of the Material Uncertainty Relating
to Going Concern that has been communicated to them by the auditors of Tata Steel Europe Limited, a subsidiary
of the Tata Steel Limited vide their audit report dated 30 April 2023:

As fully discussed in Note 72(d) to the consolidated financial statements, their auditors have considered the
adequacy of the disclosure concerning the entity’s ability to continue as a going concern. Tata Steel Europe
Limited, via its UK business, has received a letter of support from T S Global Holdings Pte. Ltd, subsidiary company
of the company, to either refinance or repay its Revolving Credit Facility and uncommitted facilities due to expire
on or before June 2024. T S Global Procurement Company Pte. Ltd. has also provided a letter of support to the UK
business for access to £300m of additional working capital, which is more ​​than estimated to be required under a
severe but plausible downside scenario over the next twelve months. The letters state that they represent present
policy, are given by way of comfort only and are not to be construed as constituting a promise as to the future
conduct of the entities or Tata Steel Limited. Accordingly, there can be no certainty that the funds required by
Tata Steel Europe Limited will be made available. Their special purpose financial information does not include the
adjustments that would result if the entity ​were​unable to continue as a going concern.

Emphasis of matters

a) In respect of certain subsidiary companies we draw attention to following emphasis of matters included in the
audit reports by their respective auditors:

i) With respect to Panatone Finvest Limited – subsidiary company, their auditors have communicated vide
their report that:

As fully discussed in Note 71(a) to the consolidated financial statements, one of the subsidiary of Panatone
Finvest Limited had received demands during the earlier period from Department of Telecommunications
(DoT) towards license fee on its Adjusted Gross Revenue (AGR) for FY 2006-07 to 2017-18, for Rs. 6,633 crores.
In October 2022, the Company received revised demands for certain periods (included in the aforesaid)
aggregating to Rs. 5,174.78 crores. The Group has disclosed Rs. 5,008.74 crores as part of the contingent
liability and believes that the likelihood of the demand Rs. 166.04 crores materializing is remote. Also, pending
clarification on these new AGR definition from the DOT, the Group has considered its non-licensed services
outside the purview of the revised AGR definition effective 1 October 2021. The Group believes that it has
grounds to defend its above positions and has also obtained independent legal opinions in this regard.

ii) With respect to Tata Housing Development Company Limited – Subsidiary Company, their auditors have
communicated vide their report that:

As fully discussed in Note 72 (b) and (c) to the consolidated financial statements, which explains that the
forecasted future cash inflows of the company and one of its step down subsidiary company may not be
adequate for meeting its funding requirements including repayment of borrowing due in the next one
year from the date of approval of the consolidated financial statements. Thus, the company and its step
down subsidiary companys’ ability to meet its obligation depends on the generation of adequate funds
from operations, continued and additional funding from the lenders/markets including the possibility
of refinancing of borrowing facilities. Accordingly, the management of the company has prepared the
Intermediate consolidated financial statements on a going concern basis.

Our opinion is not modified in respect of these matters.

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INDEPENDENT AUDITORS’ REPORT (Continued)
Information Other than the Consolidated Financial Statements and Auditors’ Report Thereon

The Holding Company’s Management and Board of Directors are responsible for the preparation of the other
information. The other information comprises the information included in the Holding Company’s Directors report but
does not include the consolidated financial statements and our auditors’ report thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any
form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial
statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information,
we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the Management and Those Charged with Governance for the Consolidated Financial
Statements

The Holding Company’s Management and Board of Directors are responsible for preparation and presentation of
these consolidated financial statements that give a true and fair view of the consolidated state of affairs, consolidated
profit and including other comprehensive income, consolidated changes in equity and consolidated cash flows of the
Group and of its associates and joint ventures in accordance with the Ind AS and other accounting principles generally
accepted in India. The respective Management and Board of Directors of the companies included in the Group and
its associates and joint ventures are responsible for maintenance of adequate accounting records in accordance with
the provisions of the Act for safeguarding of the assets of the Group and its associates and its joint ventures and for
preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies;
making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance
of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of
the accounting records, relevant to the preparation and presentation of the financial statements that give a true and
fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose
of preparation of the consolidated financial statements by the Management and Board of Directors of the Holding
Company, as aforesaid.

In preparing the consolidated financial statements, the respective Management and Board of Directors of the companies
included in the Group and its associates and its joint ventures are responsible for assessing the ability of the respective
entities to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless respective Management and Board of Directors either intends to liquidate their
respective entities or to cease operations, or has no realistic alternative but to do so.

The respective Board of Directors of the companies included in the Group and its associates and its joint ventures are
responsible for overseeing the financial reporting process of the Group and its associates and its joint ventures.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our
opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance
with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these consolidated financial statements.

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INDEPENDENT AUDITORS’ REPORT (Continued)

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism
throughout the audit. We also:

● Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control.

● Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures
that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing
our opinion on the internal financial controls with reference to the consolidated financial statements and the
operating effectiveness of such controls with respect to components of group that are companies incorporated
in India.

● Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by Management and Board of Directors.

● Conclude on the appropriateness of Management and Board of Directors use of the going concern basis of
accounting in preparation of the consolidated financial statements and, based on the audit evidence obtained,
whether a material uncertainty exists related to events or conditions that may cast significant doubt on the
ability of the Group and its associates and its joint ventures to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the
consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are
based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions
may cause the Group and its associates and its joint ventures to cease to continue as a going concern.

● Evaluate the overall presentation, structure and content of the consolidated financial statements, including the
disclosures, and whether the consolidated financial statements represent the underlying transactions and events
in a manner that achieves fair presentation.

● Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the Group and its associates and its joint venture to express an opinion on the consolidated
financial statements. We are responsible for the direction, supervision and performance of the audit of the
financial statements of such entities included in the consolidated financial statements of which we are the
independent auditors. For the other entities included in the consolidated financial statements, which have been
audited by other auditors, such other auditors remain responsible for the direction, supervision and performance
of the audits carried out by them. Our responsibilities in this regard are further described in para 3, 4 and 5 of the
section titled ‘Other Matters’ in this audit report.

We believe that the audit evidence obtained by us along with the consideration of audit reports of the other auditors
referred to in the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion
on the consolidated financial statements.

We communicate with those charged with governance of the Holding Company and such other entities included in
the consolidated financial statements of which we are the independent auditors regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal
control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.

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INDEPENDENT AUDITORS’ REPORT (Continued)
Other Matters
1. In respect of certain subsidiary companies, associate companies and joint venture companies, we invite attention
to following other matters included in the audit reports by the respective auditors of the companies:
a. In respect of Tata AIA Life Insurance Co. Ltd, a joint venture company, the actuarial valuation of liabilities for
life policies in force and for policies in respect of which premium has been discontinued, but liability exists as
at 31 March 2023, is the responsibility of Tata AIA Life Insurance Co. Ltd ‘s Appointed Actuary (the “Appointed
Actuary”). The actuarial valuation of these liabilities for life policies in force and for policies in respect of
which premium has been discontinued, but liability exists as at 31 March 2023, has been duly certified by
the Appointed Actuary and in his opinion, the assumptions for such valuation are in accordance with the
guidelines and norms issued by the Insurance Regulatory and Development Authority of India (IRDAI) and
the Institute of Actuaries of India, in concurrence with the IRDAI. The auditors of Tata AIA Life Insurance
Co. Ltd have relied upon the Appointed Actuary’s certificate in this regard for forming their opinion on
the valuation of liabilities for life policies in force and for policies in respect of which premium has been
discontinued but liability exists on financial statements of Tata AIA Life Insurance Co. Ltd.
The auditors of Tata AIA Life Insurance Co. Ltd have relied upon the Appointed Actuary’s assumption
regarding persistency, mortality, expenses etc., basis which the estimated cash flows have been projected
till the run-off of the in-force non-participating policies, to ascertain the notional amount for entering into
Forward Rate Agreements.
b. In respect of Tata AIG General Insurance Limited, a subsidiary company the actuarial valuation of liabilities
in respect of Claims Incurred But Not Reported (IBNR), Claims Incurred But Not Enough Reported (IBNER)
and Premium deficiency reserve (PDR) is the responsibility of the Appointed Actuary and the same has been
duly certified by the Appointed Actuary on which the auditors of Tata AIG General Insurance Limited have
placed reliance. Further, the auditors of Tata AIG General Insurance Limited have relied on the working and
computation performed by appointed actuary for forming their opinion on the below mentioned items, for
adjustments made in accordance with Ind AS 104 on Insurance Contracts:
i. Assessment of contractual liabilities based on clarification of contracts into insurance contracts and
investment contracts;
ii. Grossing up and Classification of the Reinsurance Assets and Liabilities;
iii. Liability Adequacy test as at the reporting date.
2. The accompanying consolidated financial statements includes:
a. Standalone financial statements in respect of 4 subsidiaries that reflect total assets (before consolidation
adjustments) of Rs. 13,743.30 crores and net assets (before consolidation adjustments) of Rs. 4,515.47 crores
as at 31 March 2023, total revenue (before consolidation adjustments) of Rs. 15,866.09 crores and net cash
outflows (before consolidation adjustments) of Rs. 3.84 crores for year ended on that date audited by PKF
Sridhar and Santhanam LLP and 16 subsidiaries and 1 Associate that reflect total assets (before consolidation
adjustments) of Rs. 11,731.06 crores and net assets (before consolidation adjustments) of Rs 9,457.80 crores
as at 31 March 2023, total revenue (before consolidation adjustments) of Rs. 103.83 crores and net cash
inflows (before consolidation adjustments) of Rs. 19.69 crores for year ended on that date audited by T.P
Ostwal & Associates LLP.
b. 
One intermediate consolidated financial statement that reflect total assets (before consolidation
adjustments) of Rs. 57,235.55 crores and net assets (before consolidation adjustments) of Rs.1,154.70 crores
as at 31 March 2023, total revenues (before consolidation adjustments) of Rs. 42,239.12 crores and net cash
outflows (before consolidation adjustments) of Rs. 738.30 crores for year ended on that date audited by PKF
Sridhar & Santhanam LLP.

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INDEPENDENT AUDITORS’ REPORT (Continued)

3. We did not audit 14 intermediate consolidated financial statements of subsidiaries comprising 240 subsidiaries
that reflect total assets (before consolidation adjustments) of Rs. 3,90,591.50 crores and net assets (before
consolidation adjustments) of Rs. 1,24,012.97 crores as at 31 March 2023, total revenue (before consolidation
adjustments) of Rs. 3,27,108.12 crores and net cash outflows (before consolidation adjustments) of Rs. 3,308.24
crores for year ended on that date. It also includes Group’s share in the intermediate consolidated financial
statements of net loss (before consolidation adjustments) of Rs 156.62 crores, and other comprehensive loss
(before consolidation adjustments) of Rs. 0.44 crores as considered in these consolidated financial statements. It
also includes intermediate consolidated financial statements of 10 associates and 2 joint ventures which includes
Group’s share of net profit (before consolidation adjustments) of Rs. 7,421.17 crores and, other comprehensive loss
(before consolidation adjustments) of Rs. 3,424.19 crores. These intermediate consolidated financial statements
and other financial information have been audited by other auditors whose reports have been furnished to us by
the Management and our opinion on the consolidated financial statements, in so far as it relates to the amounts
and disclosures included in respect of these subsidiaries, joint ventures and associates, and our report in terms
of sub-section (3) of Section 143 of the Act, insofar as it relates to the aforesaid subsidiaries, joint ventures and
associates, is based solely on the reports of the other auditors. The other auditors in their report on intermediate
consolidated financial statements in other matters paragraph have reported that:

a. The financial statements/financial information of 20 subsidiaries, whose financial statements/financial

information reflect total assets of Rs. 471.06 crores as at 31 March 2023, total revenues of Rs. 139.18 crores
and net cash outflows amounting to Rs. 14.27 crores for the year ended on that date, as considered in
the consolidated financial statements, have not been audited. The consolidated financial statements also
include the Group’s share of net profit of Rs. 60.93 crores and other comprehensive income of Rs. 7.00 crores
for the year ended 31 March 2023, as considered in the consolidated financial statements, in respect of 30
associates and 2 joint ventures, whose financial statements/financial information have not been audited.

b. Auditors of intermediate consolidated financial statements of associates and joint ventures have reported
that the financial statements/financial information of 44 subsidiaries and step-down subsidiaries that
reflect total assets of Rs. 12,806.30 crores as at 31 March 2023, total revenues of Rs. 1,647.22 crores and net
cash inflows amounting to Rs. 80.17 crores for the year ended, as considered in the consolidated financial
statements, have not been audited. The consolidated financial statements also include the Group’s share
of net profit of Rs. 19.28 crores and other comprehensive loss of Rs. 2.36 crores for the year ended 31
March 2023, as considered in the consolidated financial statements, in respect of 19 associates and 16 joint
ventures, whose financial statements/financial information have not been audited.

c. In the case of one of the associate company, has reported that in respect of one subsidiary, three associate
companies and one jointly controlled entity, the financial statements/ special purpose financial information
for the year ended 31 March 2023 are not available. In absence of the aforesaid financial statements/ special
purpose financial information, the financial statements/ special purpose financial information in respect of
aforesaid subsidiaries and the Group’s share of total comprehensive income of these associate companies
and jointly controlled entities for the year ended 31 March 2023 have not been included in the Consolidated
Financial Statements. These financial statements/financial information are not material to the Group.

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INDEPENDENT AUDITORS’ REPORT (Continued)
4. We did not audit standalone financial statements / financial information of 10 subsidiaries whose financial
statements / financial information reflect total assets of Rs.59,541.79 crores and net assets of Rs. 9,340.27 crores
as at 31 March 2023, total revenues of Rs. 32,849.80 crores and net cash outflows amounting to Rs. 389.23 crores
for the year ended on that date, as considered in the consolidated financial statements. The financial statements /
financial information also includes Group’s share of net loss of Rs. 249.08 crores and other comprehensive income
of Rs. 0.87 crores for the year ended 31 March 2023, as considered in the consolidated financial statements,
in respect of 2 associates and 2 joint ventures. These financial statements/ financial information have been
audited by other auditors whose reports have been furnished to us by the Management and our opinion on the
consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of
these subsidiaries, joint ventures and associates, and our report in terms of sub-section (3) of Section 143 of the
Act, insofar as it relates to the aforesaid subsidiaries, joint ventures and associates, is based solely on the reports
of the other auditors.

Certain of these subsidiaries/associates/joint ventures are located outside India whose financial statements and
other financial information have been prepared in accordance with accounting principles generally accepted
in their respective countries and which have been audited by other auditors under generally accepted auditing
standards applicable in their respective countries. The Company‘s management has converted the financial
statements of such subsidiaries/associates/joint ventures located outside India from accounting principles
generally accepted in their respective countries to accounting principles generally accepted in India. We have
audited these conversion adjustments made by the Company‘s management. Our opinion in so far as it relates
to the balances and affairs of such subsidiaries/associates/ joint ventures located outside India is based on the
report of other auditors and the conversion adjustments prepared by the management of the Company and
audited by us.

5. 
Intermediate consolidated financial statements of 1 company comprising 2 subsidiaries, whose financial
statements/financial information that reflect total assets of Rs. 72.80 crores and net assets of Rs. (256.00) crores
as at 31 March 2023, total revenues of Rs. 3.69 crores and net cash inflows Rs. 0.01 crores for the year ended on
that date, as considered in the consolidated financial statements, have not been audited. Further the financial
statements / financial information of 2 subsidiaries and 1 step down subsidiary that reflect total assets of Rs.
3,473.21 crores and net assets of Rs. 3,086.38 crores as at 31 March 2023, total revenues of Rs. 60.15 crores and net
cash outflows Rs. 2.98 crores for the year ended on that date have not been audited. The consolidated financial
statements also include financial statement / financial information of Group’s share of net profit of Rs. Nil and
other comprehensive loss of Rs. Nil for the year ended 31 March 2023, as considered in the consolidated financial
statements, in respect of 4 associates of 1 joint venture, whose financial statements/financial information have
not been audited and the financial statement/ financial information valued at Rs Nil in the consolidated financial
statements, are not available for past several years and no adjustment is made for the same with respect to 1
associate of 1 joint venture. These unaudited intermediate consolidated financial statements/financial statements/
financial information have been furnished to us by the Management and our opinion on the consolidated
financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries,
joint ventures and associates, and our report in terms of sub-sections (3) of Section 143 of the Act in so far as it
relates to the aforesaid subsidiaries, joint ventures and associates, is based solely on such unaudited intermediate
consolidated financial statements/ financial statements / financial information. In our opinion and according to
the information and explanations given to us by the Management, these intermediate consolidated financial
statements/ financial statements/financial information are not material to the Group.

Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory Requirements
below, is not modified in respect of the above matters with respect to our reliance on the work done and the
reports of the other auditors and the financial statements / financial information certified by the Management or
those financial statements that have not been considered for the purpose of preparation of these consolidated
financial statements.

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INDEPENDENT AUDITORS’ REPORT (Continued)

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors’ Report) Order, 2020 (“the Order”), issued by the Central Government
of India in terms of sub-section (11) of section 143 of the Act, based on our and on consideration of the report
of other auditors on intermediate consolidated financial statements, separate financial statements and other
financial information of subsidiaries, associates and joint venture, incorporated in India, as noted in other matters
paragraph, we give in the “Annexure A” a statement on the matters specified in paragraph 3 (xxi) of the Order.

2. As required by Section 143 (3) of the Act, based on our audit and on the consideration of reports of other auditors
on standalone/ intermediate consolidated financial statements and other financial information of subsidiaries as
noted in the ‘Other matters’ paragraph, we report, to the extent applicable, that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements;

b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid
consolidated financial statements have been kept so far as it appears from our examination of those books
and the reports of the other auditors except (i) the auditors of Tata Power Company Limited – an associate
company and its certain subsidiaries, associates and joint ventures, incorporated in India, were unable to
verify the back up of books of accounts maintained in electronic mode as necessary logs in respect of such
period are not available with the Group and (ii) in case of Trent Limited – an associate company and its two
associate companies (Inditex Trent Retail India Private Limited and Massimo Dutti India Private Limited)
their auditors have reported that the companies are using accounting ERP systems maintaining its books
of account and other relevant books in electronic mode saving them in data centre-based server accessible
at all times in India. However, the backup of data on daily basis was maintained in a physical server outside
India as stated in Note 70 to the consolidated financial statements;

c) 
The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss (including Other
Comprehensive Income), the Consolidated Statement of Changes in Equity and the Consolidated Cash Flow
Statement dealt with by this Report are in agreement with the relevant books of account maintained for the
purpose of preparation of the consolidated financial statements;

d) In our opinion, the aforesaid consolidated financial statements comply with the Indian Accounting Standards
(Ind AS) specified under Section 133 of the Act;

e) On the basis of the written representations received from the directors of the Holding Company as on
31 March 2023 taken on record by the Board of Directors of the Holding Company and the reports of the
statutory auditors of its subsidiary companies, associate companies and joint ventures incorporated in India,
none of the directors of the Group companies, its associate companies and joint ventures incorporated in
India are disqualified as on 31 March 2023 from being appointed as a director in terms of Section 164(2) of
the Act.

f ) With respect to adequacy of the internal financial controls over financial statements of the Holding Company,
its subsidiary companies, associate companies and joint ventures companies incorporated in India and the
operating effectiveness of such controls, refer to our separate Report in “Annexure B”;

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INDEPENDENT AUDITORS’ REPORT (Continued)
g) With respect to the other matters to be included in the Auditors’ Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according
to the explanations given to us and based on the consideration of the reports of the other auditors on
consolidated financial statements as also the other financial information of the subsidiaries, as noted in the
‘Other Matters’ paragraph:

i. The consolidated financial statements disclose the impact of pending litigations on the consolidated
financial position of the Group – Refer Note 63, 67 and 68 to the consolidated financial statements.

ii. Provision has been made in the consolidated financial statements, as required under the applicable
law or accounting standards, for material foreseeable losses, if any, on long-term contracts including
derivative contracts – Refer Note 8 to the consolidated financial statements in respect of such items as
it relates to the Group.

iii. There has been no delay in transferring amounts to the Investor Education and Protection Fund by the
Holding Company or its subsidiary companies, associate companies and joint ventures incorporated
in India during the year ended 31 March 2023 except for Rs. 6.72 crores payable by Tata Steel Limited
- an associate company and its 2 subsidiary companies, Rs. 0.69 crores by payable by Tata Chemical
Limited - an associate company and Rs. 0.09 crores payable by Trent Limited - an associate company,
due to legal cases – Refer Note 75 to the consolidated financial statements in respect of such items as
it relates to the Group.

iv. (a) The respective managements of the Holding Company and its subsidiaries, associates and
joint ventures which are companies incorporated in India whose financial statements have
been audited under the Act have represented to us and the other auditors of such subsidiaries,
associates and joint ventures respectively that, to the best of its knowledge and belief, other
than as disclosed in the Note 80(a) to the consolidated financial statements, no funds have been
advanced or loaned or invested (either from borrowed funds or share premium or any other
sources or kind of funds) by the Holding Company or any of such subsidiaries, associates and joint
ventures to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”),
with the understanding, whether recorded in writing or otherwise, that the Intermediary shall,
whether, directly or indirectly lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the respective Holding Company or any of such subsidiaries,
associates and joint ventures (“Ultimate Beneficiaries”) or provide any guarantee, security or the
like on behalf of the Ultimate Beneficiaries;.

(b) The respective managements of the Holding Company and its subsidiaries, associates and joint
ventures which are companies incorporated in India whose financial statements have been audited
under the Act have represented to us and the other auditors of such subsidiaries, associates and
joint ventures respectively that, to the best of its knowledge and belief, other than as disclosed in
to the consolidated financial statements, no funds have been received by the Holding Company
or any of the subsidiaries, associates and joint ventures from any person(s) or entity(ies), including
foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or
otherwise, that the Holding Company or any of such subsidiaries, associates and joint ventures
shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any
manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any
guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

(c) Based on such audit procedures that we have considered reasonable and appropriate in
the circumstances; nothing has come to our notice that has caused us to believe that the
representations under sub-clause (a) and (b) contain any material misstatement.

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INDEPENDENT AUDITORS’ REPORT (Continued)

v. (a) In respect of the Holding Company, as stated in Note 31 to the consolidated financial statements:

i. The final dividend paid by the Holding Company during the year for the previous year is in
accordance with section 123 of the Companies Act 2013 to the extent it applies to payment
of dividend.

ii. The Board of Directors of the Holding Company have proposed final dividend for the year
which is subject to the approval of the members at the ensuing Annual General Meeting.
The dividend declared is in accordance with section 123 of the Act to the extent it applies
to declaration of dividend.

(b) 
With respect to subsidiary companies, associate companies and joint venture companies
incorporated in India:

i. The final dividend paid during the year for the previous year is in accordance with section
123 of the Companies Act 2013 to the extent it applies to payment of dividend.

ii. The interim dividend declared and paid during the year and until the date of this audit
report is in accordance with section 123 of the Companies Act 2013.

vi. As proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 regarding maintenance of audit trail is
applicable to the Holding company, its subsidiary companies, associates and joint ventures only w.e.f.
April 1, 2023, reporting under this clause is not applicable for the year.

h) In our opinion and according to the information and explanations given to us since the Holding Company
is a private limited company, the provisions of Section 197 of the Act, are not applicable to it. Accordingly,
reporting on the compliance with the provisions of Section 197 of the Act is not applicable. Based on the
reports of the statutory auditors of subsidiary companies, associate companies and joint venture companies
incorporated in India which were not audited by us, the remuneration paid during the current year by
subsidiary companies, associate companies and joint venture companies to its directors is in accordance
with the provisions of Section 197 of the Act, to the extent applicable, except for Rs. 3.28 crores in case of
Tata Motors Limited – an associate company, where approval from their shareholders is pending.

For PKF Sridhar & Santhanam LLP For T. P. Ostwal & Associates LLP
Chartered Accountants Chartered Accountants
Firm Registration: 003990S/S200018 Firm Registration: 124444W/W100150

R. Suriyanarayanan T. P. Ostwal
Partner Partner
Membership No. 201402 Membership No. 030848
UDIN: 23201402BGYBUI6233 UDIN: 23030848BGZXJQ5256

Place : Mumbai Place : Mumbai

Date : 30 May, 2023 Date : 30 May, 2023

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