Form 6-K TATA MOTORS LTD/FI For: Jul 26

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

For the Month of July 2021

Commission File Number: 001-32294

TATA MOTORS LIMITED

(Translation of registrant’s name into English)

BOMBAY HOUSE

24, HOMI MODY STREET,

MUMBAI 400 001, MAHARASHTRA, INDIA

Telephone # 91 22 6665 8282 Fax # 91 22 6665 7799

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F  ☒            Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes  ☐            No  ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes  ☐            No  ☒

Indicate by check mark whether by furnishing the information contained in this Form, the Registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

Yes  ☐            No  ☒

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g 3-2(b): Not Applicable

TABLE OF CONTENTS

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorised.

Dated: July 26, 2021

Jaguar Land Rover Automotive plc Interim Report
For the three-month period ended
30 June 2021
Company registered number: 06477691

Contents

Group, Company, Jaguar Land Rover, JLR plc and JLR refers to Jaguar Land Rover Automotive plc and its subsidiaries. Note 3 on page 14 defines a series of alternative performance measures below.

Management’s discussion and analysis of financial condition and results of operations

Jaguar Land Rover Automotive plc’s Q1 FY22 financial performance was significantly improved from Q1 of the prior year, which was significantly impacted by COVID. However, the global semiconductor shortage constrained production resulting in a loss and negative free cash flow.

Key metrics for Q1 FY22 results, compared to Q1 FY21, are as follows:

Market environment and semiconductor supply shortages

Total automotive industry car volumes (units)

The total industry car volume data above has been compiled using relevant data available at the time of publishing this Interim Report, compiled from national automotive associations such as the Society of Motor Manufacturers and Traders in the UK and the ACEA in Europe, according to their segment definitions, which may differ from those used by JLR.

Jaguar Land Rover Q1 FY22 sales volumes performance

Total retail sales (including the China JV) were 124,537 units, up 68.1% year-on-year, reflecting the continued recovery in sales from the peak of the pandemic in Q1 last year. As expected, retails in all regions were significantly higher year-on-year including in the UK (up 187%), Europe (up 124%), Overseas (up 71%) North America (up 51%) and China (up 14%). Retail sales of all model families increased in Q1 FY22 year-on-year, led by Range Rover and Defender models. Electrified vehicles made up 65.6% of our retail sales in Q1 FY22, comprising 2.0% BEV’s, 6.5% PHEV’s and 57.1% MHEV’s.

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Wholesales (excluding the China JV) totalled 84,442, up 72.6%, year-on-year, but were c. 30,000 units (-27%) lower than planned as a result of the continuing shortage of semiconductor supply. Wholesales in Q1 FY22 were significantly higher year-on-year across all regions and up across all model families, notably Range Rover and also the new Defender.

Jaguar Land Rover’s Q1 FY22 retail sales (including the China JV) by key region and model is detailed in the following table:

Q1 FY22 revenue and profits

For the quarter ended 30 June 2021, revenue was £5.0 billion, up 73.7% year-on-year, broadly in line with the 72.6% growth in wholesales (excluding the China JV).

The lower than planned wholesales due to the chip shortage resulted in a loss before tax of £110 million in Q1 FY22. However, this represented a £303 million improvement on the peak Covid £413 million loss in Q1 last year, primarily reflecting the following factors:

In Q1 FY22, the Adjusted EBITDA margin was 9.0% and the loss before interest and tax (Adjusted EBIT) was £46 million (-0.9% margin), compared to an Adjusted EBITDA margin of 3.6% and a loss before interest and tax (Adjusted EBIT) of £389 million (-13.6% margin) in Q1 FY21.

The loss after tax (PAT) was £286 million (incl. £176 million tax charge) in Q1 FY22, a £362 million improvement on the loss of £648 million (incl. £235 million tax charge) in Q1 FY21.

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Cash flow, liquidity and capital resources

Q1 FY22 free cash flow was negative £996 million after £571 million of investment spending and £922 million reduction in working capital, including a £1.4 billion reduction in accounts payable, primarily due to the impact of the semiconductor shortage on production. Despite the supply constraints, the £996 million negative free cash flow in the first quarter was significantly lower than the £1.6 billion outflow in Q1 last year during the peak of the pandemic. Of the £571 million total investment spending in Q1 FY22 £383 million was capitalised and £188 million of research and development costs were expensed through the income statement.

Total cash and cash equivalents, deposits and investments at 30 June 2021 were £3.7 billion (comprising £3.0 billion of cash and cash equivalents and £0.7 billion of short-term deposits and other investments). The cash and financial deposits include an amount of £357 million held in subsidiaries of Jaguar Land Rover outside of the United Kingdom. The cash in some of these jurisdictions is subject to impediments to remitting cash to the UK other than through annual dividends. As at 30 June 2021, the Company also had an undrawn revolving credit facility totalling £1.9 billion, maturing in July 2022, and £43 million available under the fleet buy back facility, which combined with total cash of £3.7 billion resulted in total available liquidity of £5.7 billion.

Debt

The following table shows details of the Company’s financing arrangements as at 30 June 2021:

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Risks and mitigating factors

There are a number of potential risks which could have a material impact on the Group’s performance and could cause actual results to differ materially from expected and/or historical results, including those discussed on pages 24-27 of the Annual Report 2020-21 of the Group (available at https://www.jaguarlandrover.com/annual-report-2021) along with mitigating factors. The principal risks discussed in the Group’s Annual Report 2020-21 are competitive business efficiency, environmental regulations and compliance, supply chain disruptions, global economic and geopolitical environment, distribution channels/retailer performance, IT systems and security, manufacturing operations, brand positioning, rapid technology change and human capital.

Acquisitions and disposals

There were no material acquisitions or disposals in Q1 FY22.

Off-balance sheet financial arrangements

At 30 June 2021, Jaguar Land Rover Limited (a subsidiary of the Company) had sold £203 million equivalent of receivables under a $499.975 million invoice discounting facility signed in March 2021.

Post balance sheet items

On 14 July 2021 the Company issued a €500 million bond maturing in July 2028, paying an annual coupon of 4.5%, and a $500 million bond maturing in July 2029, paying an annual coupon of 5.5%. In July 2021, the Company increased its existing undrawn committed revolving credit facility (maturing in July 2022) from £1,935 million to £2,015 million and also increased the extension of the committed revolving credit facility (maturing in March 2024) from £1,310 million to £1,500 million.

Related party transactions

Related party transactions for Q1 FY22 are disclosed in note 26 to the condensed consolidated financial statements disclosed on page 30 of this Interim Report. There have been no material changes to the related party transactions described in the latest Annual Report.

Personnel

At 30 June 2021, Jaguar Land Rover employed 35,472 people worldwide, including agency personnel, compared to 37,357 at 30 June 2020. On 7 June 2021 Francois Dossa was appointed to the position of Executive Director, Strategy & Sustainability and effective 12 July 2021, Lennard Hoornik was appointed Chief Commercial Officer. Furthermore, Hanno Kirner, has been appointed to the position of Executive Director, Tata Group Synergy Programmes.

Board of directors

The following table provides information with respect to the current members of the Board of Directors of Jaguar Land Rover Automotive plc:

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Condensed Consolidated Income Statement

The notes on pages 12 to 30 are an integral part of these condensed consolidated financial statements.

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Condensed Consolidated Statement of Comprehensive Income and Expense

The notes on pages 12 to 30 are an integral part of these condensed consolidated financial statements.

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Condensed Consolidated Balance Sheet

The notes on pages 12 to 30 are an integral part of these condensed consolidated financial statements.

These condensed consolidated interim financial statements were approved by the JLR plc Board and authorised for issue on 26 July 2021.

Company registered number: 06477691

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Condensed Consolidated Statement of Changes in Equity

The notes on pages 12 to 30 are an integral part of these condensed consolidated financial statements.

14

Condensed Consolidated Cash Flow Statement

The notes on pages 12 to 30 are an integral part of these condensed consolidated financial statements.

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Notes (forming part of the condensed consolidated interim financial statements)

Basis of preparation

The financial information in these interim financial statements is unaudited and does not constitute statutory accounts as defined in Section 435 of the Companies Act 2006. The condensed consolidated interim financial statements of Jaguar Land Rover Automotive plc have been prepared in accordance with International Accounting Standard 34, ‘Interim Financial Reporting’ under International Financial Reporting Standards (‘IFRS’) as adopted for use in the UK. The balance sheet and accompanying notes as at 30 June 2020 have been disclosed solely for the information of the users.

The condensed consolidated interim financial statements have been prepared on a historical cost basis except for certain financial instruments held at fair value as highlighted in note 19.

The condensed consolidated interim financial statements should be read in conjunction with the annual consolidated financial statements for the year ended 31 March 2021, which were prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006.

The condensed consolidated interim financial statements have been prepared on the going concern basis as set out within the directors’ report of the Group’s Annual Report for the year ended 31 March 2021.

The accounting policies applied are consistent with those of the annual consolidated financial statements for the year ended 31 March 2021, as described in those financial statements.

The Group has been presenting gains and losses on effective cash flow hedges of inventory in the statement of other comprehensive income and expense as “not to be reclassified to income statement”. With wider industry practice emerging, clearer guidance now being available and with the present economic situation due to COVID-19, the Group has changed the presentation of these effective cash flow hedges of inventory to “may be reclassified to income statement”, from the year ended 31 March 2021 and accordingly reclassified the comparative amounts for the prior periods. The change in presentation is within the statement of other comprehensive income and expense and does not affect net income.

Estimates and judgements

The preparation of interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

In preparing these condensed interim financial statements, the significant judgements made by management in applying the

Group’s accounting policies and the key sources of estimate uncertainty were the same as those applied to the consolidated financial statements for the year ended 31 March 2021.

Going concern

The Condensed Interim Financial Statements have been prepared on a going concern basis.

The Directors have assessed the financial position of the Group as at 30 June 2021, and the projected cash flows of the Group for the period from the date of authorising the condensed, consolidated interim financial statements to 30 September 2022 (the ‘going concern assessment period’). The extension beyond a 12-month assessment period is so as to include the reporting date subsequent to the commencement of the revolving credit facility (‘RCF’) from July 2022.

The Group had available liquidity of £5.7 billion at 30 June 2021, including £3.7 billion of cash and a £1.9 billion undrawn revolving credit facility. In July 2021, the Group has issued £0.8 billion of new debt and increased its RCF facility to £2 billion until July 2022 and £1.5 billion from July 2022 until March 2024. Within the going concern assessment period there is a £1 billion liquidity covenant attached to both the UKEF loan and RCF extension from July 2022 to March 2024.

The Group has modelled two main scenarios in its assessment of going concern: a base going concern scenario and a severe but plausible (‘SBP’) downside scenario.

The base going concern scenario is based on the assumptions used in the Group’s assessment as at 31 March 2021, with the period 1 April 2021 to 30 June 2021 updated for actual Group performance. JLR has updated these assumptions in order to reflect the impact of the dynamic near-term supply chain challenges related to global semi-conductor shortages.

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Notes (forming part of the condensed consolidated interim financial statements)

Going concern (continued)

The updated base going concern scenario assumes wholesale volumes in Q2 FY22 that are approximately 50% lower than those included in the FY21 year-end base case scenario with the situation starting to improve in the second half of FY22. This is a lower volume set than the severe but plausible (‘SBP’) downside scenario applied in the FY21 year-end assessment.

Wholesale volumes for the period 1 April 2022 to 30 September 2022 are assumed to be at the same levels as the same period in the FY21 year-end base case scenario, although as noted in management’s discussion and analysis of financial condition and results of operations on page 3, the position in FY23 remains uncertain.

Details of the scenarios and assumptions used in the assessment as at 31 March 2021 are set out in the directors’ report of the Group’s Annual Report for the year ended 31 March 2021.

The SBP scenario models the impact of a repeat of the COVID-19 pandemic. It assumes a four-week plant shutdown in Q4 FY22 followed by volume recovery led by the strong demand levels currently seen by the Group. The timing is aligned to the seasonal increase in respiratory infections common in the northern hemisphere; and the reduced shutdown period compared to the 2020 pandemic reflects improved pandemic containment measures by the Group.

The Group does not consider it plausible that the impact of chip shortages over and above those assumed in the base going concern scenario would be more severe than a repeat of the COVID-19 pandemic.

In addition, reverse stress testing has also been performed. A scenario in which all available liquidity is used requires a significant decline in sales volumes beyond the SBP scenario modelled. Such a scenario is considered to be remote and excludes the impact of mitigating actions.

The Group forecasts sufficient funds in its base going concern scenario and SBP scenarios to meet its liabilities as they fall due throughout the going concern assessment period, without breaching any relevant covenants nor the need for any mitigating actions, new funding, or drawing on its RCF facility. Consequently, the directors consider that adequate resources exist for the Group to continue operating for the going concern assessment period. Accordingly, the Directors continue to adopt the going concern basis in preparing these consolidated financial statements.

Employee costs for the three month period ended 30 June 2021 is net of government grants received in relation to employees placed on furlough under the Coronavirus Job Retention Scheme of £6 million (three month period ended 30 June 2020: £123 million).

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Notes (forming part of the condensed consolidated interim financial statements)

In reporting financial information, the Group presents alternative performance measures (‘APMs’) which are not defined or specified under the requirements of IFRS. The Group believes that these APMs, which are not considered to be a substitute for or superior to IFRS measures, provide stakeholders with additional helpful information on the performance of the business.

The APMs used by the Group are defined below.

The Group uses adjusted EBITDA as an APM to review and measure the underlying profitability of the Group on an ongoing basis for comparability as it recognises that increased capital expenditure year-on-year will lead to a corresponding increase in depreciation and amortisation expense recognised within the consolidated income statement.

The Group uses adjusted EBIT as an APM to review and measure the underlying profitability of the Group on an ongoing basis as this excludes volatility on unrealised foreign exchange transactions. Due to the significant level of debt and currency derivatives, unrealised foreign exchange distorts the financial performance of the Group from one period to another.

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Notes (forming part of the condensed consolidated interim financial statements)

Total product and other investment is considered by the Group to be a key measure in assessing cash invested in the development of future new models and infrastructure supporting the growth of the Group.

Operating cash flow before investment is used as a measure of the operating performance and cash available to the Group before the direct cash impact of investment decisions.

Working capital is considered by the Group to be a key measure in assessing short-term assets and liabilities that are expected to be converted into cash within the next 12-month period.

Total cash and cash equivalents, deposits and investments and available liquidity are measures used by the Group to assess liquidity and the availability of funds for future spend and investment.

Reconciliations between these alternative performance measures and statutory reported measures are shown below and on the next page.

During the year ended 31 March 2021, the definitions of adjusted EBIT and adjusted EBITDA were amended to exclude foreign exchange gains and losses on revaluation of other assets and liabilities, including short-term deposits and cash and cash equivalents. The Group considers the amended APM to better measure the underlying operational profitability of the Group, and is consistent with the treatment of the revaluation of other balance sheet items such as that of debt and unrealised hedges. It also recognises that the Group may use cash and/or derivatives to hedge debt and/or working capital balance sheet exposures and therefore it is logical to present gains or losses on revaluation of all such items consistently, excluded from EBITDA. This is also consistent with the Group’s definition of Free Cash Flow. Adjusted EBIT for the three month period ended 30 June 2020 prior to the change was £(390) million. Adjusted EBITDA for the three month period ended 30 June 2020 prior to the change was £101 million.

Free cash flow is considered by the Group to be a key measure in assessing and understanding the total operating performance of the Group and to identify underlying trends.

During the year ended 31 March 2021, the definition of ‘Free cash flow’ was amended to exclude non-automotive investments and net investments in equity and debt investments held at fair value, which are deemed more financial investment in nature. The definition was also amended to exclude foreign exchange gains/losses on short-term deposits and cash and cash equivalents, therefore ensuring more consistent treatment since revaluation of other current assets and liabilities is already excluded. The Group considers these changes should provide greater clarity of Free Cash Flow more closely aligned to JLR’s competitors hence providing improved comparability for users of the APM. Free cash flow for the three month period ended 30 June 2020 prior to the change was £(1,512) million.

Adjusted EBIT and Adjusted EBITDA

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Notes (forming part of the condensed consolidated interim financial statements)

Free cash flow

Total product and other investment

In accordance with the definition of total product and other investment set out on page 14, “Engineering costs expensed” for the three months ended 30 June 2021 includes £1 million (three month period ended 30 June 2020: £22 million) of employee costs in relation to employees placed on furlough under the UK Coronavirus Job Retention Scheme. “Engineering costs expensed” excludes the impacts of grants received.

Total cash and cash equivalents, deposits and investments

Available liquidity

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Notes (forming part of the condensed consolidated interim financial statements)

Net debt

Retails and wholesales

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Notes (forming part of the condensed consolidated interim financial statements)