Form 6-K

6-K 1 d575728d6k.htm FORM 6-K Form 6-K

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 November 2023

Commission File Number: 001-32294

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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


Item 1		2024 FY Q2 Interim Financial Statements

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.


Tata Motors Limited

By:		/s/ Mr Maloy Kumar Gupta
Name:		Mr Maloy Kumar Gupta
Title:		Company Secretary

Dated: November 6, 2023

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Jaguar Land Rover Automotive plc

Interim Report

For the three and six-month period ended

30 September 2023

Company registered number: 06477691

Contents


Market environment and business developments			4
Revenue and profits			4
Cash flow, liquidity and capital resources			5
Sales volumes			6
Funding and liquidity			7
Risks and mitigating factors			8
Acquisitions and disposals			8
Off-balance sheet financial arrangements			8
Personnel			8
Board of directors			8
Condensed consolidated interim financial statements			9

Group, Company, Jaguar Land Rover, JLR plc and JLR refers to Jaguar Land Rover Automotive plc and its subsidiaries. Note 2 to the Condensed consolidated interim financial statements defines a series of alternative performance measures some of which are stated below, along with certain abbreviations.


Adjusted EBITDA margin		measured as adjusted EBITDA as a percentage of revenue.

Adjusted EBIT margin		measured as adjusted EBIT as a percentage of revenue.

Net debt/cash		defined by the Company as cash and cash equivalents plus short-term deposits and other investments less total balance sheet borrowings.

Q2 FY24		3 months ended 30 September 2023

Q1 FY24 Q2 FY23 H1 FY24 H1 FY23		3 months ended 30 June 2023 3 months ended 30 September 2022 6-months ending 30 September 2023 6-months ending 30 September 2022

China Joint Venture		Chery Jaguar Land Rover Automotive Co., Ltd.

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

Revenue was £6.9 billion in Q2 FY24, up 30% year-on-year from Q2 FY23 reflecting higher volume and model mix, favourable pricing and FX, offset partially by planned marketing, selling expenses and inflationary costs. Wholesale volumes (excluding China Joint Venture) of 96,817 up 28.6% year-on-year and up 3.8% compared to the prior quarter. The order book remained strong with over 168,000 client orders at quarter end, reducing from 185,000 at 30 June 2023 in line with expectations, as chip and other supply constraints continue to improve. Range Rover, Range Rover Sport and Defender demand remains particularly strong, representing 77% of the order book.

Market environment and business developments

•

Wholesale volumes continued to increase significantly year-on-year reflecting continuing improvement in supply, allowing JLR to deliver more vehicles to clients.

•

Strong order book of 168,000 client orders at quarter end, a reduction of c. 17,000 units since 30 June 2023 in line with expectations; 77% of the order book is for our three most profitable models, the Range Rover, Range Rover Sport and Defender.

•

Chip supply is expected to continue to gradually improve, and partnership agreements put in place with key chip suppliers are continuing to provide greater visibility over near-term supply. General supply is being monitored with the help of AI analytics tools. We expect production and wholesale volumes to increase in the second half of the financial year.

•

The UK has experienced market volatility during the quarter, with the GBP weakening vs USD by 3% from 30 June 2023 to 30 September 2023.

•

Interest rates (including the UK, USA and Europe) seem to have stabilised somewhat but are expected to remain at elevated levels for the foreseeable future. The impact of these higher rates will flow through into financing costs for consumers and could impact future demand.

Revenue and profits, quarter ending 30 September 2023

•

Revenue was £6.9 billion in Q2 FY24, up 30.4% from Q2 FY23 reflecting favourable volumes, model mix, pricing and FX

•

Adjusted EBITDA¹ was £1,021 million (EBITDA margin: 14.9%) in Q2 FY24, up from £557 million (EBITDA margin: 10.6%) in Q2 FY23

•

Adjusted EBIT¹ was £501 million (7.3%) in Q2 FY24, up from £54 million (1.0%) in Q2 FY23

•

The profit before tax and exceptional items was £442 million in Q2 FY24 compared to a loss before tax and exceptional items of £(173) million in Q2 FY23. The year-on-year improvement primarily reflects the following factors:

•

£425 million favourable volume and mix

•

£199 million favourable pricing, offset slightly by £(24) million higher variable marketing costs

•

£14 million reduction in material and manufacturing costs as a result of some lower commodity prices YoY, offset by a £(39) million increase in warranty costs

•

£(77) million increase in structural costs, reflecting SG&A (up £(96)m primarily for planned marketing & selling expenses) and depreciation and amortisation up by £(32)m, slightly offset by £51m favourable engineering & capitalisation

•

£107 million for FX and commodities, which includes £(251) million adverse impact of operational exchange caused by the strengthening of GBP year-on-year, largely offset by £210 million of favourable realised derivatives as a result of the hedging policy as well as £105 million of favourable revaluation and £43 million of unrealised commodity derivatives.

•

Profit after tax was £272 million (after a tax charge of £(170) million) for Q2 FY24, an improvement from a loss of £(98) million in Q2 FY23 (including a tax rebate of £75 million)

Revenue and profits, fiscal year to date

•

Revenue was £13.8 billion for the six months to 30 September 2023, up 42.4% compared to the same period a year ago reflecting improvements in volumes, model mix and pricing

•

Adjusted EBITDA² was £2,144 million (EBITDA margin: 15.6%), up from £850 million (EBITDA margin: 8.8%) for the same period a year ago

•

Adjusted EBIT¹ was £1,096 million (8.0%) for H1 FY24, up from a loss of £142 million (-1.5%) for the six months to 30 September 2022

¹	Please see note 2 of the financial statements for alternative performance measures

²	Please see note 2 of the financial statements for alternative performance measures

•

The profit before tax and exceptional items was £877 million for H1 FY24 compared to a loss before tax and exceptional items of £(697) million in the prior year. The year-on-year improvement primarily reflects the following factors:

•

£1,158 million favourable volume and mix

•

£372 million favourable pricing and lower variable marketing costs

•

£(46) million increase in material and manufacturing costs as a results of inflationary pressures, plus a £(57) million increase in warranty costs

•

£(195)m increase in structural costs, reflecting £(196) million increase in FME and selling, admin expenses up by £(85) million, £134 million favourable engineering and capitalisation, £(88)m depreciation and amortisation, £39 million increase in interest earned due to higher cash balances and market rates and £1 million of other.

•

£236 million for FX and commodities, including £230 million FX revaluation, £(316) million of the strengthening pound on revenue and costs offset by £247 million realised derivatives and £75 million unrealised commodities derivatives

•

Profit after tax was £595 million (after a tax charge of £(282) million) for the six month period to 30 September 2023, an improvement from a loss of £(580) million in H1 FY23 (including a tax charge of £38 million)

Cash flow

•

Free cash flow¹ was £300 million in Q2 FY24 compared to negative free cashflow of £(15) million in Q2 FY23

•

Working capital movements in the quarter were £(76) million (vs £(140¹) million in Q2 FY23) with a decrease in inventories of £184 million offset by higher receivables of £(176) million, a decrease in payables of £(80) million and other of £(4) million since 30 June 2023

•

Investment spending of £775 million in the quarter was up from £526 million in Q2 FY23 and includes £577 million of engineering spend, of which 64% was capitalised, and £197 million of capital investments

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¹	Restated from £(124)m due to a change in definition of free cash flow

Sales volumes

Retail sales for the second quarter were 106,561 units, up 20.9% compared to the same quarter a year ago and up 4.5% compared to the prior quarter ending 30 June 2023.

Wholesale volumes in the period were 96,817 units (excluding the Chery Jaguar Land Rover China JV), up 28.6% compared to the same quarter a year ago, and up 3.8% compared to the quarter ended 30 June 2023, notwithstanding the annual two-week summer plant shutdown. Wholesale volumes for the first half of the financial year were 190,070, up 29.2% compared to the prior year.

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Range Rover brand includes the models Range Rover, Range Rover Sport, Range Rover Velar and Range Rover Evoque. Defender brand includes Defender 90, Defender 110 and Defender 130. Discovery brand includes the models Discovery and Discovery Sport. Jaguar brand includes the Jaguar XE, XF, F-Type, E-Pace, F-Pace and I-Pace models.

Funding and liquidity

Total cash and cash equivalents, deposits and investments at 30 September 2023 were £4.3 billion (£4.0 billion at 30 June 2023) comprising £4.1 billion of cash and cash equivalents and £236 million of short-term deposits and other investments. The cash and financial deposits include an amount of £442 million held in subsidiaries of Jaguar Land Rover outside of the United Kingdom. The cash in some of these jurisdictions may be subject to impediments to remitting cash to the UK other than through annual dividends.

The following table shows details of the Company’s financing arrangements at 30 September 2023:


£ millions	Facility amount			Amount outstanding			Undrawn amount
€650m 2.200% Senior Notes due Jan 2024		563			563			—
€500m 5.875% Senior Notes due Nov 2024		433			433			—
$700m 7.750% Senior Notes due Oct 2025		572			572			—
€500m 4.500% Senior Notes due Jan 2026⁵		433			433			—
€500m 6.875% Senior Notes due Nov 2026		433			433			—
$500m 4.500% Senior Notes due Oct 2027		408			408			—
$650m 5.875% Senior Notes due Jan 2028⁵		531			531			—
€500m 4.500% Senior Notes due Jul 2028		433			433			—
$500m 5.500% Senior Notes due Jul 2029⁵		408			408			—
$800m Syndicated Loan due Jan 2025		652			652			—
China RMB 5,000m revolving facility due Mar 2024¹		561			561			—
UKEF amortising loan due Oct 2024		135			135			—
UKEF amortising loan due Dec 2026		406			406			—

Subtotal		5,968			5,968			—

Lease obligations²		693			693			—
Other³		36			36			—
Prepaid costs		(19	)		(19	)		—
Fair value adjustments⁴		(136	)		(136	)		—

Total		6,542			6,542			—

Undrawn RCF		1,520			—			1,520

Total including RCF		8,062			6,542			1,520

¹	The China RMB 5 billion 3-year syndicated revolving loan facility is subject to an annual confirmatory review in January each year. RMB 2 billion was repaid on 12/10/2023 (not reflected in the above)

²	Lease obligations accounted for as debt under IFRS 16

³	Primarily an advance as part of a sale and leaseback transaction

⁴	Fair value adjustments relate to hedging arrangements for the $500m 2027 Notes and €500m 2026 Notes

⁵	These series of notes were tendered for buy back on 06/10/2023. Settlement of the tendered amount - totalling $400m equivalent across the three series of notes (not reflected in the above) - took place on 18/10/2023

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, particularly those risks relating to continuing supply shortages of semiconductors, and those discussed on pages 46-49 of the Annual Report 2022/23 of the Group (available at www.jaguarlandrover.com/annual-report-2023) along with mitigating factors. The principal risks discussed in the Group’s Annual Report FY23 are competitive business efficiency, global economic and geopolitical environment, brand positioning, rapid technology change, environmental regulations and compliance, litigation / regulatory, supply chain disruptions, information security, client service delivery, manufacturing operations, and human capital.

Acquisitions and disposals

There were no material acquisitions or disposals in Q2 FY24.

Off-balance sheet financial arrangements

At 30 September 2023, Jaguar Land Rover Limited (a subsidiary of the Company) had sold £491 million equivalent of receivables under a $900 million invoice discounting facility signed in March 2023.

Personnel

At 30 September 2023, Jaguar Land Rover employed 42,560 people worldwide, including agency personnel, compared to 38,880 at 30 September 2022.

Board of directors

The following table provides information with respect to the members of the Board of Directors of Jaguar Land Rover Automotive plc as at 30 September 2023:


Name	Position	Year appointed

Natarajan Chandrasekaran	Chairman and Director	2017

Adrian Mardell	Chief Executive Officer and Director	2022

Prof Sir Ralf D Speth¹	Vice Chairman and Director	2020

Mr P B Balaji	Director	2017

Hanne Sorensen	Director	2018

Charles Nichols	Director	2022

Al-Noor Ramji	Director	2022

¹	Previously appointed as CEO and Director in 2010 and subsequently Vice Chairman and Director in 2020

Condensed Consolidated Income Statement


£ millions	Note		Three months ended						Six months ended
£ millions	Note		30 September 2023			30 September 2022 Restated*			30 September 2023			30 September 2022 Restated*
Revenue		3		6,857			5,260			13,760			9,666
Material and other cost of sales				(4,166	)		(3,212	)		(8,192	)		(5,974	)
Employee costs		4		(713	)		(604	)		(1,429	)		(1,174	)
Other expenses		9		(1,425	)		(1,180	)		(2,801	)		(2,189	)
Exceptional items		4		—			—			—			155
Engineering costs capitalised		5		368			155			688			245
Other income		6		94			78			168			144
Depreciation and amortisation				(525	)		(509	)		(1,063	)		(1,000	)
Foreign exchange and fair value adjustments		7		31			(55	)		(87	)		(204	)
Finance income		8		41			11			74			18
Finance expense (net)		8		(125	)		(123	)		(256	)		(237	)
Share of profit of equity accounted investments				5			6			15			8

Profit/(loss) before tax				442			(173	)		877			(542	)

Income tax (expense)/credit		17		(170	)		75			(282	)		(38	)

Profit/(loss) for the period				272			(98	)		595			(580	)

*	See note 1 for details of restatement as a result of a change in accounting policy.

The notes on pages 14 to 37 are an integral part of these condensed consolidated financial statements.

Condensed Consolidated Statement of Comprehensive Income and Expense


	Three months ended						Six months ended
£ millions	30 September 2023			30 September 2022			30 September 2023			30 September 2022
Profit/(loss) for the period		272			(98	)		595			(580	)
Items that will not be reclassified subsequently to profit or loss:
Remeasurement of net defined benefit obligation		3			58			(127	)		437
Income tax related to items that will not be reclassified		(1	)		(14	)		32			(109	)

		2			44			(95	)		328

Items that may be reclassified subsequently to profit or loss:
(Loss)/gain on cash flow hedges (net)		(369	)		(841	)		282			(1,492	)
Currency translation differences		17			26			(25	)		44
Income tax related to items that may be reclassified		67			(140	)		44			21

		(285	)		(955	)		301			(1,427	)

Other comprehensive (expense)/income net of tax		(283	)		(911	)		206			(1,099	)

Total comprehensive (expense)/income attributable to shareholder		(11	)		(1,009	)		801			(1,679	)

The notes on pages 14 to 37 are an integral part of these condensed consolidated financial statements.

Condensed Consolidated Balance Sheet


As at (£ millions)	Note		30 September 2023		31 March 2023 Restated*		30 September 2022 Restated*
Non-current assets
Investments in equity accounted investees				324		329		346
Other non-current investments				51		43		43
Other financial assets		14		144		149		372
Property, plant and equipment		11		5,851		5,842		6,213
Intangible assets		12		5,068		4,864		4,872
Right-of-use assets		13		620		635		646
Pension asset		25		552		659		1,062
Other non-current assets		16		170		75		70
Deferred tax assets				384		357		337

Total non-current assets				13,164		12,953		13,961

Current assets
Cash and cash equivalents				4,057		3,687		3,555
Short-term deposits and other investments				236		105		161
Trade receivables				1,117		1,013		810
Other financial assets		14		498		375		487
Inventories		15		3,509		3,238		3,227
Other current assets		16		606		607		529
Current tax assets				2		16		29
Assets classified as held for sale				60		62		28

Total current assets				10,085		9,103		8,826

Total assets				23,249		22,056		22,787

Current liabilities
Accounts payable				6,040		5,891		5,216
Short-term borrowings		21		1,341		1,478		1,908
Other financial liabilities		18		944		923		1,385
Provisions		19		1,097		1,089		1,089
Other current liabilities		20		925		590		749
Current tax liabilities				137		110		102

Total current liabilities				10,484		10,081		10,449

Non-current liabilities
Long-term borrowings		21		4,508		4,600		5,574
Other financial liabilities		18		984		1,123		1,974
Provisions		19		1,188		1,091		1,121
Retirement benefit obligation		25		22		22		27
Other non-current liabilities		20		863		772		662
Deferred tax liabilities				159		128		113

Total non-current liabilities				7,724		7,736		9,471

Total liabilities				18,208		17,817		19,920

Equity attributable to shareholders
Ordinary shares				1,501		1,501		1,501
Capital redemption reserve				167		167		167
Other reserves		23		3,373		2,571		1,199

Equity attributable to shareholders				5,041		4,239		2,867

Total liabilities and equity				23,249		22,056		22,787

*	See note 1 for details of restatement as a result of a change in accounting policy.

The notes on pages 14 to 37 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 2 November 2023.

Company registered number: 06477691

Condensed Consolidated Statement of Changes in Equity


£ millions	Ordinary shares		Capital redemption reserve		Other reserves			Total equity
Balance at 1 April 2023		1,501		167		2,571			4,239
Profit for the period		—		—		595			595
Other comprehensive income for the period		—		—		206			206

Total comprehensive income		—		—		801			801

Amounts removed from hedge reserve and recognised in inventory		—		—		2			2
Income tax related to amounts removed from hedge reserve and recognised in inventory		—		—		(1	)		(1	)

Balance at 30 September 2023		1,501		167		3,373			5,041


£ millions	Ordinary shares		Capital redemption reserve		Other reserves			Total equity
Balance at 1 April 2022		1,501		167		2,835			4,503
Loss for the period		—		—		(580	)		(580	)
Other comprehensive expense for the period		—		—		(1,099	)		(1,099	)

Total comprehensive expense		—		—		(1,679	)		(1,679	)

Amounts removed from hedge reserve and recognised in inventory		—		—		53			53
Income tax related to amounts removed from hedge reserve and recognised in inventory		—		—		(10	)		(10	)

Balance at 30 September 2022		1,501		167		1,199			2,867

The notes on pages 14 to 37 are an integral part of these condensed consolidated financial statements.

Condensed Consolidated Cash Flow Statement

Three months ended

Six months ended

£ millions

Note

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SEC Form 6-K filed by Tata Motors Ltd Tata Motors Limited