Dear Member,

Notice pursuant to Section 110 of the Companies Act, 2013

Notice is hereby given pursuant to Section 110 and other applicable provisions of the Companies Act, 2013, (the “Act”) if any, read together with the Companies (Management and Administration) Rules, 2014, including any statutory modification or re-enactment thereof for the time being in force, that the Resolutions appended below are proposed to be passed as Special Resolutions by way of Postal Ballot/ e-Voting. The Explanatory Statement pertaining to the said Resolutions setting out the material facts concerning each item and the reasons thereof is annexed hereto alongwith a Postal Ballot form (the “Form”) for your consideration. The Board of Directors has appointed Ms. Shirin Bharucha, Advocate, Mumbai as the Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner.

You are requested to carefully read the instructions printed on the Form, record your assent (for) or dissent (against) therein and return the same in original duly completed in the attached self-addressed, postage pre-paid envelope (if posted in India) so as to reach the Scrutinizer not later than the close of working hours i.e. 5:00 p.m. on Friday, June 27, 2014.

Members desiring to opt for e-voting as per facilities arranged by the Company are requested to read the notes to the Notice and instructions overleaf the Form.

Upon completion of the scrutiny of the Forms, the Scrutinizer will submit her report to the Chairman/Director. The result of the Postal Ballot would be announced by a Director or the Company Secretary of the Company on Monday, June 30, 2014 at 5.00 p.m. at the Registered Office of the Company. The said result would be displayed at the Registered Office of the Company, intimated to the Stock Exchanges where the Company’s shares are listed, published in the newspapers and displayed alongwith the Scrutinizer’s report on the Company’s website viz. www.tatamotors.com.

Item No. 1: Approval for payment of minimum remuneration to Mr Ravindra Pisharody, Executive Director (Commercial Vehicles) in case of inadequacy of profits and ratification of the excess remuneration paid for the financial year ended March 31, 2014

To consider and, if thought fit, to pass with or without modification, if any, the following resolution as a Special Resolution:-

“RESOLVED that pursuant to the provisions of Sections 197 and 198 read together with Schedule V and the Rules framed thereunder and other applicable provisions, if any, of the Companies Act, 2013 (hereinafter referred to as the “Act”), as amended from time to time and subject to the approval of the Central Government and subject to such conditions and modifications as may be prescribed or imposed by the Central Government while granting such approval, the approval of the Members be and is hereby accorded to the payment of the following remuneration as Minimum Remuneration to Mr Ravindra Pisharody, Executive Director - Commercial Vehicles (“the Executive Director”) in case of no profits or inadequacy of profits in any financial year during the three financial years commencing from April 1, 2014:-

“RESOLVED FURTHER that pursuant to the provisions of Section 197 and the Rules framed thereunder, read together with Schedule V and other applicable provisions, if any of the said Act, and subject to the approval of the Central Government, the Members do hereby ratify and confirm the remuneration paid in excess of the limits prescribed under the provisions of Sections 198, 309 read together with Schedule XIII of the Companies Act, 1956 amounting upto Rs.3,19,51,000/- to the Executive Director for the Financial Year ended March 31, 2014 and waive the recovery of the above mentioned sum from him, being the remuneration agreed to be paid to him, as per the terms approved by the Members, to the extent it exceeds the statutory limit laid down under the Companies Act, 1956 and also approve the consequential retention thereof by him.”

“RESOLVED FURTHER THAT the Board of Directors or a Committee thereof of the Board be and is hereby authorized to take such steps as may be necessary for obtaining necessary approvals - statutory, contractual or otherwise, in relation to the above and to settle all matters arising out of and incidental thereto and to sign and execute deeds, applications, documents and writings that may be required, on behalf of the Company and generally to do all such other acts, deeds, matters and things as may be necessary, proper, expedient or incidental for giving effect to this Resolution.”

Item No. 2: Approval for payment of minimum remuneration to Mr Satish Borwankar, Executive Director - (Quality) in case of inadequacy of profits and ratification of the excess remuneration paid for the financial year ended March 31, 2014

To consider and, if thought fit, to pass with or without modification, if any, the following resolution as a Special Resolution:-

“RESOLVED that pursuant to the provisions of Sections 197 and 198 read together with Schedule V and the Rules framed thereunder and other applicable provisions, if any, of the Companies Act, 2013 (hereinafter referred to as the “Act”), as amended from time to time and subject to the approval of the Central Government and subject to such conditions and modifications as may be prescribed or imposed by the Central Government while granting such approval, the approval of the Members be and is hereby accorded to the payment of the following remuneration as Minimum Remuneration to Mr Satish Borwankar, Executive Director - Quality (“the Executive Director”) in case of no profits or inadequacy of profits in any financial year during the three financial years commencing from April 1, 2014:-

“RESOLVED FURTHER that pursuant to the provisions of Section 197 and the Rules framed thereunder, read together with Schedule V and other applicable provisions, if any of the said Act, and subject to the approval of the Central Government, the Members do hereby ratify and confirm the remuneration paid in excess of the limits prescribed under the provisions of Sections 198, 309 read together with Schedule XIII of the Companies Act, 1956 amounting upto Rs.2,43,61,000/- to the Executive Director for the Financial Year ended March 31, 2014 and waive the recovery of the above mentioned sum from him, being the remuneration agreed to be paid to him, as per the terms approved by the Members, to the extent it exceeds the statutory limit laid down under the Companies Act, 1956 and also approve the consequential retention thereof by him.”

“RESOLVED FURTHER THAT the Board of Directors or a Committee thereof of the Board be and is hereby authorized to take such steps as may be necessary for obtaining necessary approvals - statutory, contractual or otherwise, in relation to the above and to settle all matters arising out of and incidental thereto and to sign and execute deeds, applications, documents and writings that may be required, on behalf of the Company and generally to do all such other acts, deeds, matters and things as may be necessary, proper, expedient or incidental for giving effect to this Resolution.”

Item No. 3: Approval and ratification of the excess remuneration paid to (late) Mr Karl Slym, Managing Director/ his legal heir in view of inadequacy of profits for the financial year ended March 31, 2014

To consider and, if thought fit, to pass with or without modification, if any, the following resolution as a Special Resolution:-

“RESOLVED that pursuant to the provisions of Section 197 read together with Schedule V of the Companies Act, 2013 (hereinafter referred to as the “Act”) and other applicable provisions, if any of the Act and subject to the approval of the Central Government, if required, the Members do hereby ratify and confirm the remuneration paid in excess of the limits prescribed under the provisions of Sections 198, 309 read together with Schedule XIII of the Companies Act, 1956 amounting upto Rs.14,64,00,000/- paid to (late) Mr Karl Slym/ his legal heir, for the Financial Year ended March 31, 2014 and waive the recovery of the above mentioned sum from his legal heir, being the remuneration agreed to be paid to him, as per the terms approved by the Members, to the extent it exceeds the statutory limit laid down under the Companies Act, 1956 and also approve the consequential retention thereof by him.”

“RESOLVED FURTHER THAT the Board of Directors or a Committee thereof of the Board be and is hereby authorized to take such steps as may be necessary for obtaining necessary approvals - statutory, contractual or otherwise, in relation to the above and to settle all matters arising out of and incidental thereto and to sign and execute deeds, applications, documents and writings that may be required, on behalf of the Company and generally to do all such other acts, deeds, matters and things as may be necessary, proper, expedient or incidental for giving effect to this Resolution.”

Item No. 4: Borrowing powers of the Board

To consider and, if thought fit, to pass with or without modification, the following resolution as a Special Resolution:-

“RESOLVED that in supersession of Resolution No.3 passed vide Postal Ballot conducted by the Company on August 10, 2010 and pursuant to Section 180(1)(c) and all other applicable provisions, if any, of the Companies Act, 2013, (including any amendment thereto or re-enactment thereof), the consent of the Members be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as “the Board” which term shall be deemed to include any Committee thereof ) for borrowing from time to time any sum or sums of monies which, together with the monies already borrowed by the Company (apart from temporary loans obtained or to be obtained from the Company’s bankers in the ordinary course of business), may exceed the aggregate of the paid-up capital of the Company and its free reserves, provided that the total amount so borrowed by the Board shall not at any time exceed the limit of Rs.30,000 crores.”

“RESOLVED FURTHER that the Board be and is hereby authorised on behalf of the Company to do all such acts, deeds and things, to execute all such documents, instruments in writing as may be required in its absolute discretion pursuant to the above Resolution.”

Item No. 5: Creation of Charges on the Company’s properties

To consider and, if thought fit, to pass with or without modification, the following resolution as a Special Resolution:-

“RESOLVED that in supersession of the Resolution No.4 passed by Postal Ballot conducted by the Company on August 10, 2010 and pursuant to Section 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013, (including any amendment thereto or re-enactment thereof), the consent of the Members be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as “the Board” which term shall be deemed to include any Committee thereof) to create such charges, mortgages and hypothecations in addition to the existing charges, mortgages and hypothecations created by the Company, on such movable and immovable properties, both present and future, and in such manner as the Board may deem fit, together with power to take over the management and concern of the Company in certain events, to or in favour of the Banks/Financial Institutions, other investing agencies and trustees for the holders of debentures/bonds and/or other instruments to secure rupee/foreign currency loans and/or the issue of debentures whether partly/fully convertible or non-convertible and/or securities linked to Ordinary Shares and/or ‘A’ Ordinary Shares and/or rupee/foreign currency convertible bonds and/or bonds with share warrants attached (hereinafter collectively referred to as “Loans”) provided that the total amount of Loans together with interest thereon, additional interest, compound interest, liquidated damages, commitment charges, premia on pre-payment or on redemption, costs, charges, expenses and all other moneys payable by the Company in respect of the said Loans, shall not, at any time exceed the limit of Rs.30,000 crores.”

“RESOLVED FURTHER that the Board be and is hereby authorised on behalf of the Company to do all such acts, deeds and things, to execute all such documents, instruments in writing as may be required in its absolute discretion pursuant to the above Resolution.”

Item No. 6: To offer or invite for Subscription of Non-Convertible Debentures on private placement basis

To consider and, if thought fit, to pass with or without modification, if any, the following resolution as a Special Resolution:-

“RESOLVED that pursuant to the provisions of Sections 42, 71 and all other applicable provisions, if any, of the Companies Act, 2013 read together with the Rules framed thereunder, as may be amended from time to time, the approval of the Members be and is hereby granted to the Company for making offer(s) or invitation(s) to subscribe to the issue of Non-Convertible Debentures on a private placement basis, in one or more tranches such that the aggregate amount does not exceed Rs.3,500 crores during a period of one year from the date of passing of this Resolution and that the said borrowing is within the overall borrowing limit of the Company.”

“RESOLVED FURTHER that for the purpose of giving effect to this Resolution, the Board of Directors be and is hereby severally authorized to do all such acts and things and give such directions as may be necessary or desirable.”

Mumbai, May 22, 2014

Registered Office:

Bombay House

24, Homi Mody Street

Mumbai 400 001.

NOTES:

EXPLANATORY STATEMENT

Explanatory Statement for Resolutions mentioned under Item Nos. 1 to 6 pursuant to Section 102 of the Companies Act, 2013 (hereinafter referred to as the “Act”):

Item Nos. 1 to 3: The Members at their Annual General Meeting held on August 10, 2012 had by way of Ordinary Resolutions approved the appointment of Mr Ravindra Pisharody and Mr Satish Borwankar as Executive Director - (Commercial Vehicles) and Executive Director - (Quality), respectively (hereinafter collectively referred to as “Executive Directors”) for a period of 5 years commencing June 21, 2012 on terms and conditions, including remuneration payable to the Executive Directors.

Further, the Members at their Annual General Meeting held on August 21, 2013 had by way of Ordinary Resolution approved the appointment of Mr Karl Slym as Managing Director of the Company for a period of 5 years with effect from September 13, 2012, including remuneration payable to Mr Slym by way of the Ordinary Resolution. Mr Slym, being a Non-Resident, his appointment was also approved by the Central Government. Mr Slym had an untimely and tragic death on January 26, 2014.

The terms of appointment of the Managing Director and Executive Directors, inter alia, provide for payment of Salary with the authority to the Board or a Committee thereof to fix the salary and annual increments, which would be effective April 1, every year, based on merit and taking into account the Company’s performance, incentive remuneration and/or commission based on certain performance criteria, benefits, perquisites and allowances and other retirement benefits as per the policy of the Company as may be determined by the Board from time to time.

In case of no profits or inadequacy of profits in any Financial Year, the terms of appointment of Managing Director and Executive Directors provide for payment of Minimum Remuneration during the currency of their respective tenures as per details mentioned in the Resolutions.

The prolonged slowdown in the economic activity, weak consumer sentiments, subdued infrastructure activity, tight financing environment with high interest rate, weak operating economics for transporters due to lower fleet utilization and stagnant freight rates combined with fuel price increases, continued to impact the performance of the automobile industry and the Company. The Company has been making necessary efforts to maintain its leadership and improve its performance and has been aggressively pursuing and implementing its strategies, including launch of new products and cost reduction initiatives. The results of these initiatives are likely to be felt in the coming years.

The Company had recorded a Profit before and after Tax for the nine months ended December 31, 2013 of Rs.391.13 crores and Rs.1,151.13 crores respectively. Owing to the above factors, the financial performance of the Company has worsened and it is likely that the Company will have no profits / inadequate profits for the Financial Year 2013-14.

In respect of Financial Year 2013-14, the Ministry of Corporate Affairs (“MCA”) have vide General Circular No.08/2014 dated April 4, 2014 clarified that the provisions pertaining to maintenance of books of accounts, preparation, adoption and filing of financial statements and other documents required to be attached to the Annual Report shall be governed by the relevant provisions, schedules, rules of the Companies Act, 1956. Pursuant to the provisions of Sections 198 and 309 read together with Schedule XIII (“Schedule XIII”) of the Companies Act, 1956, in case of no profits or inadequacy of profits calculated under Section 349 and 350 of the Companies Act, 1956, the Company may pay remuneration by way of salary, dearness allowance, perquisites and any other allowances (excluding commission) upto the ceiling limits as specified in Schedule XIII subject to Members’ approval by way of Special Resolution and compliance of disclosure requirements and other conditions as stated therein. Any sums paid in excess of the said statutory limits become refundable to the Company and until such sums become refundable, are held in trust for the Company, unless the Company waives recovery of the said amount by way of a Special Resolution passed by the Members and such waiver is approved by the Central Government. The payment of managerial remuneration for the said financial year is in accordance with the Companies Act, 1956 and the various MCA circulars in force at that time.

Pursuant to the provisions of Section 197 read together with Schedule V of the Act, in respect of the payment of managerial remuneration in case of no profits or inadequacy of profits as calculated under Section 198 of the Act, the Company may pay such remuneration upto the ceiling limits as specified in Schedule V and the Members’ approval by way of a special resolution has been passed for payment of remuneration for a period not exceeding 3 years. Any remuneration paid/to be paid to the Executive Directors in excess of the prescribed limits shall be subject to the approval of the Central Government.

Taking into consideration the above and the terms of appointment and remuneration (including minimum

remuneration) agreed with (late) Mr Slym, Mr Pisharody and Mr Borwankar, it is proposed to obtain Members approval by way of Special Resolutions, as stated herein above, to:

The Board and the Nomination and Remuneration Committee of the Board have on March 10, 2014 and May 14, 2014, respectively accorded their approvals to the above and in the interest of the Company have recommended the aforesaid resolutions as set out in this Notice for approval of the Members.

None of the Directors, Key Managerial Personnel of the Company and their respective relatives is in any way concerned or interested in the said Resolutions, except for Mr Pisharody and Mr Borwankar, in Resolution at Item Nos. 1 and 2 of the Notice respectively.

THE STATEMENT CONTAINING ADDITIONAL INFORMATION AS REQUIRED IN SCHEDULE V OF THE ACT.

The Company is mainly engaged in the business of manufacture, assembly and sale of automobile products consisting of all types of commercial and passenger vehicles and spare parts.

The Company was incorporated on September 1, 1945 and Commencement of Business Certificate was granted on November 20, 1945. The Company had since commenced its business.

Not applicable.

Whilst the Company had profits under Section 198 of the Companies Act, 1956 of Rs.449.31 crores and Rs.1,349.81 crores for FY 2012-13 and FY 2011-12 respectively, the Company is expected to have no/inadequate profits for FY 2013-14.

It may be noticed from the above table that the standalone performance was adversely impacted due to the economic slowdown in India. The consolidated performance in contrast has improved significantly due to most of the global economies having recovered from a slowdown.

The Company has not entered into any material foreign collaboration and no direct capital investment has been made in the Company. Foreign investors, mainly comprising FIIs and ADR holders are investors in the Company on account of past issuances of securities/secondary market purchases.

Under the dynamic leadership of the Managing and Executive Directors, the Company was awarded the Indian Multinational of the Year in April 2013 from the President of India at the AIMA Managing India Awards.

Mr. Pisharody is the Executive Director (Commercial Vehicles) since June 21, 2012. He is responsible for the Commercial Vehicle Business Unit of the Company involving product design and development, manufacturing, sales and marketing functions. Before joining the Company, he worked with Castrol Ltd., a subsidiary of British Petroleum, and with Philips India,

a subsidiary of the Dutch company in various roles. Mr. Pisharody is an alumnus of IIT, Kharagpur and IIM, Kolkata.

Mr. Borwankar is the Executive Director (Quality) since June 21, 2012 and is responsible for the quality function for the Company – both commercial and passenger vehicles. Having started his career with the Company in 1974, as a Graduate Engineer Trainee, he has worked in various executive positions, for overseeing and implementing product development, manufacturing operations and quality control initiatives of the Commercial Vehicles Business Unit. He has played a significant role in setting up Greenfield projects of the Company. Mr. Borwankar is a Mechanical Engineer from IIT, Kanpur.

Taking into consideration their said qualifications and varied experience, the Board has bestowed the above responsibilities to Mr Pisharody and Mr Borwankar.

(Late) Mr Karl Slym was the Managing Director for the period from September, 2012 to January 26, 2014 and was responsible for the Company’s operations in India and international markets, excluding Jaguar and Land Rover business. Before joining, he was the Executive Vice President & Board Member, SGMW Motors, China (a General Motors Joint Venture), prior to which he was President, Managing Director and Board Member of General Motors in India. For over two decades, Mr Slym has been with Toyota and General Motors in various positions across geographies. Mr Slym is an alumnus of Stanford University and a Sloan Fellow. Considering his suitability, the Board appointed Mr Slym to provide leadership in a challenging market environment to play a pivotal role in charting of the Company’s strategy to regain momentum in the Indian market.

Mr. Pisharody and Mr. Borwankar

(i) Salary: Upto a maximum of Rs.7,00,000/- per month with authority to the Board or a Committee thereof to fix the salary and annual increments, which would be effective April 1, every year, as may be decided by the Board, based on merit and taking into account the Company’s performance, within the said maximum amount;

(ii) incentive remuneration, if any, based on certain performance criteria to be laid down by the Board;

(iii) benefits, perquisites and allowances as may be determined by the Board from time to time;

The remuneration of the MD was commensurate with remuneration of expatriates appointed at CEO/MD levels of similar sized multinationals. The remuneration of the EDs is commensurate with remuneration of Board level positions in similar sized domestic companies, taking into consideration the responsibilities shouldered by them.

Besides the remuneration paid/payable to (late) Mr Slym/his legal heir, Mr Pisharody and Mr Borwankar, they do not have any other pecuniary relationship with the Company or with the managerial personnel.

The prolonged slowdown in the economic activity, weak consumer sentiments, subdued infrastructure activity, tight financing environment with high interest rate, weak operating economics for transporters due to lower fleet utilization and stagnant freight rates combined with fuel price increases continued to impact the performance of the Company. The Company’s passenger car business had no major product launches except for upgrades and variants in FY2012-13 and FY2013-14. Increase in competition in the domestic market, particularly in the passenger car business, wherein new product launches were aggressively positioned also affected the Company’s performance.

The Company has taken various initiatives to maintain its leadership, improve market share and financial performance. It has been aggressively pursuing and implementing its strategies to improve volumes and reduce costs through launch of new products, (particularly in passenger vehicles planned from July 2014) coupled with sale, service, marketing campaigns and customer engagement programs. The Company has taken steps to strengthen its business fundamentals through focused network engagements, enhancing customer experience, thrust on rural programs and improving working capital management. On the International front, the Company proposes to aggressively pursue its traditional markets as also enter recently opened markets. The results of these initiatives are likely to be felt in the coming years.

Though the Automobile Industry is witnessing a continued slowdown, in anticipation of revival of the overall economy in future, the aforesaid steps taken/ to be taken by the Company are expected to improve the Company’s performance and profitability.

Item Nos. 4 and 5: The Members had, vide a Postal Ballot in August 2010, passed Ordinary Resolutions for Nos. 3 & 4 accorded their consent to the Board of Directors borrowing upto Rs.30,000 crores for the purpose of meeting the capital expenditure and additional working capital requirements and any other corporate purposes, as also for creation of charges on Company’s properties as required under Section 293(1)(d) and 293(1)(a) respectively of the Companies Act, 1956. On implementation of the Act, Section 180(1)(c) and Section 180(1)(a) of the Act were made effective from September 12, 2013, which provide for approval by the Shareholders by way of Special Resolutions as against Ordinary Resolutions under the Companies Act, 1956. The Ministry of Corporate Affairs has vide General Circular No. 04/2014 dated March 25, 2014 clarified that pursuant to the said Sections of the Act, companies would be required to pass a fresh Resolution by September 11, 2014. As such, it is necessary to obtain fresh approval of the Members by means of Special Resolutions, to enable the Board of Directors of the Company to: a) borrow moneys, apart from temporary loans obtained from the Company’s Bankers in the ordinary course of business, in excess of the aggregate of paid-up share capital and free reserves of the Company; and b) create charge/ mortgage/ hypothecation on the Company’s assets, both present and future, in favour of the Banks/Financial Institutions, other investing agencies/ trustees for the holders of debentures/ bonds, to secure the repayment of moneys borrowed by the Company (including temporary loans obtained from the Company’s Bankers in the ordinary course of business).

Whilst no increase in the said limits is currently being proposed, the Members’ approval is being sought pursuant to Section 180 of the Act by way of Special Resolutions.

The above proposals as set out in the Resolutions, at Item Nos. 4 and 5 of the Notice are in the interest of the Company and your Directors commend the same for approval by the Members.

None of the Directors, Key Managerial Personnel of the Company or their respective relatives is in any way concerned or interested in the said Resolutions.

Item No.6: The Non-Convertible Debentures (“NCDs”) issued on private placement basis are a major source of borrowings raised by the Company. The borrowings of the Company as on December 31, 2013 aggregate to approximately Rs.19,514.74 crores, of which NCDs aggregate to approximately Rs.7,350 crores.

The Members had, vide Postal Ballot conducted by the Company, in August 2010 accorded their approval to the Board to borrow from time to time any sum(s) of monies which, together with the monies already borrowed by the Company (apart from temporary loans obtained or to be obtained from the Company’s bankers in the ordinary course of business) upto an amount not exceeding Rs.30,000 crores. A fresh Resolution for the said purpose is also included in Item No. 4 of the Notice.

Under Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 (“Rules”), a company making a private placement of its securities is required to obtain the approval of the Members by way of a Special Resolution for each offer or invitation. However, in case the offer or invitation is for NCDs, such Special Resolution would be valid for a year.

It is therefore proposed to obtain approval of the Members under Sections 42, 71 and other applicable provisions, if any, of the Act, read together with the Rules framed thereunder, to enable the Company to make private placement of its NCDs, in one or more tranches within such limits as set out in the Resolution.

The above proposal as set out in item no. 6 of the Notice is in the interest of the Company and your Directors commend the same for approval by the Members.

None of the Directors, Key Managerial Personnel of the Company or their respective relatives is in any way concerned or interested in the said Resolution.

By Order of the Board of Directors

H K Sethna

Company Secretary

Mumbai, May 22, 2014

Registered Office:

Bombay House

24, Homi Mody Street

Mumbai 400 001.