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Considering the aforementioned dividend payment track record

of the Company, the Company shall endeavor to maintain

a total dividend pay-out ratio in the range of 25% to 40% of

the annual standalone profits after tax (PAT) of the Company.

Under the applicable provisions of the Act, the Company’s

ability to declare and pay dividends is based on the standalone

Financial Statements only. In future should the regulations be

amended permitting the Company to pay dividend based on

its Consolidated Profits, the Board would consider such a payout

ratio on its Consolidated Profits. Till such time, The Company will

endeavor to have a policy on dividend distribution with a similar

payout ratio across its subsidiaries and to the extent possible, in

its joint ventures after discussions with its partners.

Manner and timelines:

The Company may declare dividends for a year, usually payable

for a financial year at the time when the Board considers and

recommends the Annual Financial Statements, which is called

final dividend. The Board of Directors shall have the power to

recommend final dividend to the shareholders for their approval

in the Annual General Meeting of the Company.

The Board of Directors shall also have the absolute power to

declare interim dividend during the financial year, between two

Annual General Meetings as and when they consider it fit.

9) SPECIFIC CLAUSE WITH REGARD TO DIVIDEND ON

SHARESWITH DIFFERENTIAL VOTING RIGHTS

The payment of dividend shall be based on the respective rights

attached to each class of shares as per their terms of issue.

The Company has two classes of shares- the Ordinary shares and

‘A’ Ordinary shares. The holders of “A” Ordinary shares shall as per

the terms of its issue be entitled to receive dividend for each

financial year at five percentage points more than the aggregate

rate of dividend on Ordinary shares for that financial year.

10)POLICY REVIEW AND AMENDMENTS

The Policy will be reviewed periodically by the Board. Any

changes in the policy will be communicated to the shareholders,

alongwith the rationale for carrying out said changes in timely

manner.

11)DISCLOSURES

The Policy shall be disclosed in the Annual report and on the

website of the Company i.e. at

www.tatamotors.com.

12)DISCLAIMER

a) The Policy does not constitute a commitment regarding

the future dividends of the Company, but only represents a

general guidance regarding dividend policy. The statement

of the Policy does not in any way restrict the right of the Board

to use its discretion in the recommendation of the Dividend

to be distributed in the year and the Board reserves the right

to depart from the policy as and when circumstances so

warrant.

b) Given the aforementioned uncertainties, prospective or

present investors are cautioned not to place undue reliance

on any of the forward- looking statements in the Policy.