Tata Technologies Director Report

2. OPERATING RESULTS & BUSINESS PERFORMANCE

On a Consolidated basis, the Group recorded an increase in revenue from operations by 15.9%. The revenue from operations increased to '' 5,117.20 crore during the financial year 2023-24 compared to '' 4,414.18 crore during the previous year. The revenue from the sale of services increased by 12.8% to '' 3,986.64 crore in the financial year 202324 compared to '' 3,535.22 crore in the financial year

2022- 23. Technology solutions'' revenue increased by 28.4% to '' 1,126.57 crore during the financial year

2023- 24 compared to '' 877.37 crore during the previous financial year.

On a standalone basis, the Operating revenue of the Company increased by 29.3% during the financial year 2023-24 over the previous financial year. This primarily includes 23.4% rise in the sale of services to '' 1,918.31 crore, while the sale of technology solutions increased by 45.4% to '' 809.79 crore.

During the year under review, the Company received a dividend amounting to '' 362.36 crore from its subsidiary.

On a Consolidated basis, the Group earned a profit before tax (PBT) of '' 932.05 crore during the financial year 2023-24 compared to '' 796.15 crore in the previous financial year, registering an increase of 17.1% over the previous financial year. The profit after tax (PAT) increased by 8.9% to '' 679.37 crore in the financial year 2023-24 compared to '' 624.03 crore in the previous financial year.

On a standalone basis, the PBT increased by 146.7% to '' 819.43 crore in the financial year 2023-24 compared to '' 332.15 crore in the previous financial year. The PAT increased to '' 687.39 crore in the financial year 2023-24 compared to '' 244.03 crore during the previous financial year.

The Members are advised to refer to the separate section on Management Discussion and Analysis, which is a part of this report, for a detailed understanding of the operating results and business performance.

3. DIVIDEND

Dividend Distribution Policy

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI LODR''), the Board of Directors of the Company had formulated a Dividend Distribution Policy (''the Policy''). The Policy is available on the Company''s website: https://www.tatatechnologies.com/in/ corporate-governance/

During the year, the Board of Directors recommended a final dividend of '' 8.40 and a special dividend of '' 1.65 per share. The total proposed dividend for the year ended March 31, 2024, amounted to '' 10.05 per share.

The said dividend, if approved by the Members at the ensuing Annual General Meeting (''the AGM) will be paid to those Members whose name appears on the register of Members (including Beneficial Owners) of the Company as at the end of June 14, 2024. The said dividend, if approved by the Members, would involve a cash outflow of '' 407.70 Crore, resulting in a payout of 59.31% of the standalone net profit of the Company for FY 2023-24.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Members w.e.f. April 1, 2020, and the Company is required to deduct tax at source from dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.

4. BOOK CLOSURE AND RECORD DATE

The Register of Members and Share Transfer Books of the Company will be closed from Friday, June 14, 2024, to Friday, June 21, 2024 (both days inclusive) and the Company has fixed Thursday, June 13, 2024 as the Record Date for the purpose of determining the entitlement of Members to receive final and special dividend for the financial year ended March 31, 2024.

5. TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amounts to the General reserve. For complete details on movement in Reserves and Surplus during the financial year ended March 31, 2024, please refer to the ''Statement of Changes in Equity'' included in the standalone and consolidated financial statements of this Annual report.

6. HUMAN RESOURCE DEVELOPMENT

Building on the advancements in human resource development in the previous financial year, the Company significantly enhanced its efforts towards learning, growth, performance management, and engagement in FY 2023-24. To promote upskilling and cross-skilling across the organization, a focused plan was meticulously implemented. This plan incorporated various training modalities, including classroom, virtual, instructor-led, and e-learning options.

With a strong focus on cultivating a learning culture, we mandated learning as a performance assessment goal. This, along with all the initiatives, resulted in a substantial increase in average learning hours to 48.7 hours, significantly exceeding the 26.3 hours recorded in FY 2022-23.

Our in-house technical learning platform, TTL TechVarsity, launched in 2021, has been instrumental in technical competency development. During FY 2023-24, TechVarsity delivered over 550 technical modules, reaching over 7,000 unique employees. Key learning initiatives included competency-based upskilling/cross-skilling, account-specific trainings, an internship program, a GET training program, programs for skills development and returning women employees, open-house workshops, accreditations, and leadership technical training. TechVarsity also collaborated with Team iGET-iT, our Learning Management Service Offering, to expand into providing enterprise skilling opportunities for customers. We continue to leverage our internal LMS iGET-iT and NASSCOM Future Skills Prime for digital learning initiatives.

To bolster next-gen competencies crucial to our growth, we launched learning initiatives on GEN AI, SDV, and Cybersecurity. Additionally, competency gaps identified in performance assessments were addressed with structured behavioral training programs. Focused development programs were organized to meet specific team and business needs, covering negotiation skills, foreign language proficiency, and innovation. Approximately 660 talent managers successfully completed a virtual team management certification course. To cultivate a strong leadership pipeline, we launched three new leadership development programs tailored for mid-level and senior management. Notably, 30 women leaders were part of a six-month intensive

leadership enhancement initiative. We also assessed the potential of 60 top mid-level leaders through a dedicated program and engaged 99 participants from sales, practice, and delivery teams in a sales transformation initiative involving 116 hours over six months.

Employee well-being remains a priority, with our team members having access to confidential consultations with a certified psychologist. In FY 2023-24, over 100 employees utilized these services. During the year, the Company launched the Global Wellness Program through a Digital Platform providing solutions that empower people to pursue happier, healthier lives. The delivery of wellness program is enabled through Web and App based platforms for Anytime and Anywhere access. These programs provide employees with the flexibility to choose a program which designs a daily routine to achieve desired health goals.

Throughout the year, the Company''s Diversity, Equity, and Inclusion (DEI) Program has strived to create greater awareness through several interventions. Women Returnee Program, Leadership development journey specifically curated for women, and various Communication forums have been established as strong foundations that have contributed towards the same. The objective is to ensure that every employee of the Company can identify, align, and participate in creating an inclusive workplace. The Company recognizes that DEI success can only come from the collective efforts of all employees. Gender Diversity has been the key focus area during FY 2023-24. Towards this, several programs based on four pillars of the DEI Program viz. Communication, Growth, Hiring, and Enabling were rolled out. The DEI program pillars have helped us distribute our efforts across various fronts in a structured manner. Over and above this, the Education via Empowerment (EVE) program has been a significant DEI component of the Company''s Corporate Social Responsibility (CSR) efforts for the past 10 years. This program focuses on enabling women from financially disadvantaged backgrounds to pursue Science, Technology, Engineering, and Mathematics (STEM) courses, thereby enhancing their employability prospects.

DEI is about enabling an inclusive mindset and hence success in cultural transformation relies on active participation from individuals, teams, and leaders. Employee Volunteer groups have been an

integral part of our efforts that made this possible by socializing the concept and helping the organization gain critical insights into areas where efforts were required. diversity hiring champions have been the key enablers towards improving women onboarding rate. Their active involvement has ensured significant improvement in women onboarding rate in our Engineering team compared to the previous fiscal year resulting in overall diversity headcount growth. The marketing and talent acquisition teams worked together along with diversity hiring champions and introduced exclusive lateral women engineer hiring drives and focused campus hiring for women engineers.

The STEM event, featuring Tata Technologies'' active participation in external women-focused STEM events, such as the one held in Birmingham, UK, significantly advances the company''s mission of enhancing diversity and inclusivity in its workforce. These events serve as vital platforms for promoting education and careers in STEM fields, particularly among women, who are often underrepresented in such areas. By participating, Tata Technologies demonstrates its commitment to supporting and empowering women in STEM careers, fostering a more inclusive workplace culture, and breaking down barriers in male-dominated industries. Moreover, these events provide opportunities for the Company to identify skilled and semi-skilled women engineers from unconventional talent pools, contributing to the enrichment of the workforce with diverse perspectives and experiences. Overall, the STEM event and the Company''s participation in women-focused STEM events serve as catalysts for accelerating the onboarding of talented female professionals, driving innovation, and fostering growth within the organization. The Women Returnee Program was one such endeavour wherein women engineers on a career break were invited, offering them a launch pad to restart their professional journeys, creating a mutually beneficial model for upskilling of the individual and talent need fulfillment of the organization. Nearly 35 participants are going through a 2-month intense upskilling program through TechVarsity which will be followed by a 4-week internship. Upon completion, the Company will consider offering employment opportunities to those participants who demonstrate exceptional performance, based on their suitability and the possibility of such opportunities.

Communication forums such as Fireside Chats and DEI Dialogues have created mutual support communities for women, with leaders mentoring and guiding them by sharing their professional journeys. Break-The Bias Workshops with Team Managers were conducted with the goal of involving them in creating an inclusive workplace. In the UK, collaboration with local DEI Champions and Subject Matter experts from customer organizations expanded awareness about LGBTQ talent inclusion challenges. Learning interventions for managing multicultural teams, intercultural sensitivity, and a suite of e-learning modules on Diversity and Inclusion for managers globally through the People Management Skill program on External Learning Platform have been rolled out. The organization is committed to providing learning and growth opportunities to aspiring women. Towards this, a six-month-long Leadership Development program was organized for emerging women leaders. They were further supported by a structured mentoring program wherein TTL Leadership is actively engaging with participants. With a belief that an inclusive workplace can be built with supporting and nurturing policies and infrastructure, the Company has focused on enhancing infrastructure and policies for diverse talent by building nursing /restrooms facilities, washrooms for the disabled, ramps, accessible reserved parking for differently abled, etc. A support framework for women during the maternity phase has also been recently launched in India. Women attrition has seen a significant decline in the past 12 months. The feedback collated from employees by our AI-based chatbot positions DEI as one of the top three engagement drivers. DEI engagement score is better than the industry median score (considering similar-sized companies) as per the Survey Partner. Looking ahead, we plan to focus on various aspects of diversity and inclusion, introducing a geography-specific Diversity calendar. Collaboration with North America Region and Europe Region teams on hiring initiatives, continued Women Returnee Program batches, along with further improvements in policies and infrastructure, will be our key strategic priorities for the next year.

The Company recognizes the importance of Recognition in all shapes and forms for Talent Engagement and undertook measures towards the same during the year. In addition to over 460 Long Service Awards and about 400 Quarterly Awards, SHEnnovator Awards, the Digital recognition portal saw ~4,000 appreciations in one year by managers, peers, cross-functional team members to celebrate value-based behavior of individuals.

The Company strives to strengthen communications across employee groups and leaders through various platforms and introduced a new internal digital communication platform giving easier access to teams working in different locations. Since its launch, the active users of the platform have consistently stood above 80%.

7. BUSINESS EXCELLENCE AND QUALITY INITIATIVES

To achieve excellence in the management of its operations and the execution of important strategic initiatives, your Company has embraced the Tata Business Excellence Model (TBEM) as an organizational improvement method. TBEM focuses on essential facets of the business, such as Leadership, Strategy, Customer, People, and Processes, and their results, to enhance overall business performance. In the TBEM external assessment of 2022, your Company scored 587, up from 553 in 2020, out of a total of 1,000 points. The TBEM assessment delves deeply into each area to highlight major strengths and opportunities for improvement. According to the TBEM Score of 587, there are no major gaps in the deployment of the overall requirements of the TBEM criteria. Based on TBEM criteria, your Company has been categorized as an Emerging Industry Leader for surpassing the 550-score threshold. Following the assessment, the team has implemented improvement actions, including initiatives such as a role-based KPI dashboard, Project Rainbow to enhance DEI, scaling key and focus accounts by improving customer mining efforts, targeting top R&D spenders as part of our hunting efforts, developing end-to-end capabilities on software-defined vehicles (SDV), embedded electrification, digital solutions, and establishing partnerships with Intel for SDV and cloud service providers, among others. Additionally, initiatives to enhance employee engagement, such as developing new age niche skills competency, defining career pathways, and strengthening the performance appraisal system have been undertaken. Your Company is preparing to participate in the TBEM assessment in 2024 and is also participating in the DE (Data Excellence) assessment and Cyber Security Assessment to identify opportunities for improvement and strengthen its approach and deployment of data excellence and cyber security.

Your Company has established an enterprise-level Quality Management System (QMS) and Information Security Management System (ISMS) based on widely accepted standards. The QMS procedures and associated IT tools have been continuously improved with feedback from internal and external quality audits, customer feedback through Net Promoter Score (NPS), project-level customer satisfaction, and input from project teams. Your Company has initiated repolling of detractors'' post-deployment of its actions midway before the commencement of the new cycle. Project managers, vertical heads, and line of business heads can view project statuses in real-time given the Company''s online project tracking system. Implementation of the Project Health Quality Index (PHQI) is a step towards continuous improvement of processes. Your Company is enhancing the project coverage in PHQI for all strategically and financially important projects.

Your Company has adopted the following globally recognized standards and is continuously working to enhance coverage for these certifications to boost customer confidence:

• Quality Management Systems: ISO 9001:2015 certification for its facilities in Hinjewadi, Pimpri, JKII, SEZ Blueridge, Thane, Jamshedpur, Bengaluru, Romania, and Sweden locations.

• Aerospace Quality Management System: AS9100D:2015 for its facilities in Hinjewadi and SEZ Blueridge locations of Pune, Bengaluru -315 Salarpuria, Toulouse & Hamburg.

• Information Security Management System: ISO 27001:2013 for its facilities in JKII, Hinjewadi, SEZ Blueridge - Locations of Pune and Detroit (USA), UK EIDC, Bengaluru - 315 Salarpuria.

• Occupational Health & Safety Management System: ISO 45001:2018 for its Facilities Hinjewadi Corporate & SEZ 4- Phase 3, EMS ISO 14001 Bengaluru - 315 Salarpuria.

8. CHANGES IN SHARE CAPITAL

During the financial year 2023-24, the Company successfully launched an Initial Public Offer (IPO) by way of an Offer for Sale (OFS) of 6,08,50,278 equity shares of face value of '' 2 each for cash, at a price of '' 500 per equity share (including a premium of '' 498 per equity share) aggregating to '' 3,042.51

crore. Since there was no primary issuance of shares, there was no change in share capital.

The IPO comprised of an offer for sale of (a) 4,62,75,000 equity shares aggregating to '' 2,313.75 crore by Tata Motors Limited, (b) 97,16,853 equity shares aggregating to '' 485.84 crore by Alpha TC Holdings Pte. Ltd., and (c) 48,58,425 equity shares aggregating to '' 242.92 crore by Tata Capital Growth Fund I.

The equity shares were allotted to eligible applicants on November 29, 2023, and the listing and trading of the Company''s shares commenced on November 30, 2023, on BSE Limited and National Stock Exchange of India Limited.

9. CREDIT RATING

The Company enjoys a good reputation for its sound financial management and the ability to meet its financial obligations. The Company has received CARE AA /stable and CARE A1 ratings for its longterm and short-term banking facilities.

10. MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION

There have been no material changes affecting the financial position of the Company, after the close of FY 2023-24 till the date of this Report.

11. CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company and its subsidiaries for FY 2023-24 have been prepared in compliance with the applicable provisions of the Companies Act, 2013 (''the Act'') and as stipulated under Regulation 33 of SEBI LODR as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The audited consolidated financial statements together with the Independent Auditor''s Report thereon form part of this Annual Report.

Pursuant to Section 129(3) of the Act, a statement containing the salient features of the Financial Statement of the subsidiary companies is attached to the Financial Statement in Form AOC-1.

Further, pursuant to the provisions of Section 136 of the Act, the Company will make available the said financial statement of the subsidiary companies upon a request by any Member of the Company or

its subsidiary companies. These financial statements of the Company and the subsidiary companies will also be kept open for inspection by any member. The members can send an e-mail to investor@ tatatechnologies.com upto the date of the AGM and the same would also be available on the Company''s website: https://www.tatatechnologies.com/in/ investor-relations/

12. SUBSIDIARY COMPANIES AND JOINT VENTURE

The Company has eleven (11) subsidiaries.

To simplify its operations and structure, your Company has undertaken a corporate restructuring program aimed at reducing the number of subsidiaries, exiting sub-optimal operations, and de-layering of subsidiaries. As a part of this process, Tata Technologies de Mexico, S.A. de C.V., a step subsidiary of the Company passed a resolution for its voluntary liquidation in March 2020. The liquidation process is ongoing.

There has been no material change in the nature of the business of the subsidiaries.

On April 2, 2024, the Company signed a Joint Venture Agreement with BMW Holding B.V., Netherlands. The joint venture will aid BMW Group in engineering premium products, delivering improved digital experiences for its customers and propelling its digital transformation journey. The focus will be on delivering automotive software, including software-defined vehicle (SDV) solutions for its premium vehicles and digital transformation solutions for business IT.

The policy for determining material subsidiaries of the Company is available on the Company''s website: https: //www.tatatechnologies.com/in/corporate-governance/

13. RISK MANAGEMENT

In an increasingly complex and interconnected world, enterprises face a myriad of risks that can impact their operations, reputation, and financial performance. FY 2023-24 witnessed a return of normalcy globally post-COVID-19 pandemic; however, it also brought geo-political issues in Europe and the Middle East, rebalancing of supply chains, and a closely monitored economic recovery in global markets. The world saw emerging mega trends in technologies like AI which rapidly transformed our industry segment.

Tata Technologies recognizes the need for a robust Enterprise Risk Management (ERM) framework to proactively identify, assess, and mitigate these risks while leveraging opportunities for growth and innovation. By embedding risk management into our business conversations and decision processes, we strive to enhance resilience, seize opportunities, and sustain long-term value creation for the Company and clients.

The Company has built a robust ERM framework guided by best practices in the industry and risk management principles of ISO 3100: 2018 and ERM COSO 2017 Framework.

This framework is built on the following pillars:

1. Risk Identification: Closely working with clients, consulting reports, government bodies and industry associations, our leadership closely monitors emerging situations associated with the Company''s performance.

2. Risk Prioritization: On a regular basis, executive management reviews identified risks to assess its impact on business and the possibility of its occurrence to drive organization attention and get it on the priority agenda at all levels. This includes building a risk culture to identify the organization''s appetite, resource planning and competence to manage the risk and associated opportunities.

3. Risk Mitigation: Tata Technologies employs a range of strategies to mitigate identified risks:

• Risk Avoidance: Where feasible, avoiding activities or decisions with unacceptable levels of risk.

• Risk Reduction: Implementing controls and measures to reduce the likelihood or impact of identified risks.

• Risk Transfer: Transferring risk through insurance or contractual agreements where appropriate.

• Risk Acceptance: Accepting certain risks when the potential benefits outweigh the potential costs.

4. Integration of mitigation actions: To avoid the recurrence of the risks and build resilience of the enterprise, policies and operating processes including people training are reviewed and updated on regular basis as part of mitigation action learnings.

5. Governance: Continuous monitoring and reporting are essential to ensure the effectiveness of our risk management efforts. Key aspects include:

• Key Risk Indicators (KRIs): Tracking leading indicators to identify emerging risks and trends.

• Regular Reviews: Periodic reviews of risk profiles, mitigation strategies, and the overall effectiveness of the ERM framework.

• Stakeholder Communication: Transparent communication with stakeholders, including the Board, management, employees, and external parties, regarding risk exposure and mitigation efforts.

As part of the listing process and in line with the SEBI LODR requirements, the Company has constituted the Risk Management Committee and its oversight is part of the governance of ERM.

14. DIRECTORS'' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, alongside the work conducted by the internal, statutory and secretarial auditors, as well as external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by the management and relevant board committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2023-24.

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirms that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

iv. they have prepared the annual accounts on a going concern basis

v. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In terms of Section 149 of the Act, Mr. Ajoyendra Mukherjee, Ms. Usha Sangwan, Mr. Nagaraj Ijari, and Ms. Aarthi Sivanandh are the independent directors of the Company as on the date of this report. All the independent directors of the Company have provided requisite declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act along with Rules framed thereunder.

In the opinion of the Board of Directors, the independent directors have relevant proficiency, expertise, and experience.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, and reimbursement of expenses incurred by them to attend the meetings of the Company.

Mr. Ajoyendra Mukherjee (DIN: 00350269) was appointed as Non-Executive, Independent Director

of the Company in the Annual General Meeting held on June 24, 2021 for a term of three years. His term expired on March 28, 2024. On the recommendation of the Nomination and Remuneration Committee, the Board re-appointed Mr. Mukherjee for a period of five years effective from March 29, 2024 to March 28, 2029, subject to the approval of the members at the ensuing Annual General Meeting. A resolution seeking shareholders'' approval for his re-appointment forms a part of the Notice.

Mr. Shailesh Chandra (DIN: 07593905), Non-Executive, Non-Independent Director of the Company, retires by rotation and being eligible, has offered himself for re-appointment. A resolution seeking shareholders'' approval for his re-appointment forms a part of the Notice.

Mr. Warren Kevin Harris (DIN: 02098548) was reappointed as the Chief Executive Officer and Managing Director of the Company with effect from September 9, 2019. His term expires on September 8, 2024. On the recommendation of the Nomination and Remuneration Committee, the Board has recommended his re-appointment for a tenure of three years and six months commencing from September 9, 2024 to March 8, 2028. A resolution seeking shareholders'' approval for his re-appointment forms a part of the Notice.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2024, are:

Mr. Warren Kevin Harris, Chief Executive Officer and Managing Director, Ms. Savitha Balachandran, Chief Financial Officer and Mr. Vikrant Gandhe, Company Secretary and Compliance Officer.

16. BOARD MEETINGS

Thirteen meetings of the Board were held during the year under review. The time gap between two meetings was less than 120 days.

17. BOARD EVALUATION

The Company has adopted the Tata Group Governance Guidelines that provide detailed process for the evaluation of board performance. The Board of Directors has accordingly conducted an annual assessment of its own performance, board committees, and individual directors pursuant to Section 134(3)(p) of the Companies Act, 2013 read

with Rule 8(4) of the Companies (Accounts) Rules, 2014 and SEBI LODR.

The board has sought inputs from all the directors based on the criteria such as board composition and structure, effectiveness of board processes, information and functioning, etc. Since FY 2021-22, the Company has adopted an automated tool to make the evaluation process objective, which provides for a simple and secure system accessible only to the members of the Board / committees along with a comparative multi-year view of the board evaluation feedback.

The performance of the committees was evaluated by the board after seeking inputs from the committee members based on the criteria such as the composition of committees, effectiveness of committee meetings, etc.

In separate meetings of independent directors held on January 8, 2024, and March 13, 2024, the performance of Non-Independent directors, the Chairman, and the Board as a whole was evaluated. The Chairman of Nomination and Remuneration Committee (NRC) had one-on-one meetings with the Executive and Non-Executive, Non-Independent Directors. These meetings were intended to obtain directors'' inputs on the effectiveness of the Board/ Committee processes. The Board and the NRC reviewed the performance of individual directors based on the criteria such as contribution by the individual director to the board and committee meetings such as preparedness on the issues to be discussed, meaningful participation in terms of constructive contribution and inputs in meetings, etc.

18. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company''s policy on directors'' appointment and key managerial personnel remuneration and other matters provided in Section 178(3) of the Act is available on the Company''s website at https://www. tatatechnologies.com/in/corporate-governance .

19. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of its operations, and such internal financial controls with reference to the financial statements are adequate.

20. AUDIT COMMITTEE

The Audit Committee comprises three NonExecutive, Independent directors, all of whom are financially literate. The Committee is comprised of Ms. Usha Sangwan as the Chairperson, Ms. Aarthi Sivanandh and Mr. Nagaraj Ijari. Mr. Pathamadai Balachandran Balaji stepped down as the member of the Committee w.e.f. December 29, 2023.

The Committee has adopted a charter for its functioning and met 10 times during the year under review. All of its recommendations were accepted by the Board.

21. STATUTORY AUDITORS

M/s. BSR & Co. LLP, Chartered Accountants, (Firm Registration No. 101248W/ W-100022) were reappointed as the statutory auditors of the Company to hold office from the conclusion of the 28^th AGM held on July 1, 2022, until the conclusion of the Company''s 33^rd AGM.

The observations made in the Auditor''s Report are self-explanatory and therefore do not call for any further comments. The report of the statutory auditors forming part of the Annual Report does not contain any qualification, reservation, or adverse remark.

22. SECRETARIAL AUDIT

Section 204 of the Companies Act, 2013 inter-alia requires prescribed classes of companies to annex with its Board Report, a secretarial audit report provided by the Company Secretary in Practice, in the prescribed format. As the Company falls under the prescribed class, the Board of Directors had appointed M/s. J. B. Bhave & Co., Practicing Company Secretaries, as the secretarial auditors of the Company for FY 2023-24 and their report is annexed to this report as Annexure II. There are no qualifications, reservations/observations in the said Report.

23. INTERNAL AUDITORS

The Tata Technologies Limited (TTL) Internal Audit (IA) framework is adopted to meet objective of internal governance standards and comply with requirements of Companies Act and SEBI LODR.

The Audit Committee has appointed M/s. Genpact Enterprise Risk Consulting LLP as the internal auditors for the period from FY 2021-22 to FY 2024-

25. The Company''s Internal Audit team works with the Internal Auditors to combine insights gleaned from internal team''s experience with third-party objectivity and perspective on best practices.

The Internal Auditors and the IA team makes quarterly presentations to the Audit Committee.

24. COMPLIANCE AUDITORS

To strengthen its compliance process, the Company has implemented a system-based compliance tool known as iComply across its global operations. M/s. Genpact Enterprise Risk Consulting LLP, as the compliance auditor also undertakes a compliance review for the Company in addition to its mandate as internal auditors.

25. COST RECORDS

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable to the business activities of the Company.

26. LOANS AND INVESTMENTS

The particulars of loans, guarantees, and investments have been disclosed in the financial statements.

27. PUBLIC DEPOSITS

The Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from the public was outstanding as on the date of the balance sheet.

28. RELATED PARTY TRANSACTIONS

All contracts/ arrangements/ transactions entered by the Company during the FY 2023-24 with related parties were on an arm''s length basis and in the ordinary course of business and approved by the Audit Committee and omnibus approval was obtained where applicable. None of the transactions with related parties falls under the scope of Section 188(1) of the Act. As the Company does not have any RPTs to report pursuant to Sections 134(3)(h) and 188 of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2, the same is not provided.

As per the SEBI LODR, if any Related Party Transactions (''RPT'') exceeds '' 1,000 crore or 10% of the annual consolidated turnover as per the last audited financial statement whichever is lower, would be considered as material and would require

members'' approval. In this regard, during the year under review, the Company has taken the necessary members'' approval.

The details of RPTs during FY 2023-24, including transactions with a person or entity belonging to the promoter/ promoter group which hold(s) 10% or more shareholding in the Company are provided in the accompanying financial statements.

During the FY 2023-24, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees, commission and reimbursement of expenses, as applicable.

Pursuant to the requirements of the Act and the SEBI LODR the Company has formulated a policy on RPTs and the same is available on the Company''s website: Policy on Related Party Transactions https://www. tatatechnologies.com/in/corporate-governance/

29. CORPORATE SOCIAL RESPONSIBILITY

In line with Tata Group''s long-standing commitment to building business with purpose and interest of the society in which we operate, the Company''s vision is to provide STEM education and upskilling opportunities for the communities around us and in underprivileged areas to help them lead better lives.

The Company''s approach is to leverage technology knowledge and industry expertise to build strong relationships with reputed partners to help deliver these educational programs for key segments of the society.

The Company has taken up the following programs towards this vision.

1. Ready Engineer 2.0: The Ready Engineer 2.0 program was run in collaboration with industrial associations and incubation partners and offered graduate engineers in India the opportunity to enhance their engineering and entrepreneurial skills, as well as their employability.

2. Employment via Education (EVE): The

Company helped female engineers from lower-income backgrounds reach their potential with scholarships for degree, PG and high school courses.

3. STEM Education for Schools: The STEM program focuses on integrated learning solutions for high school students through various activity-based learning programs, mentorship through experts, career counselling support and innovation project competitions. The course content is developed for teachers and students to make effective learning experiences and has reached states like Maharashtra, Karnataka, and Bihar during FY 2023-24.

The Company has complied with the provisions of Section 135 of the Companies Act, 2013 and all its subsequent amendments. The brief outline of the Company''s corporate social responsibility (CSR) policy and the CSR initiatives undertaken during the year under review are set out in Annexure III of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021. For other details regarding CSR Committee, please refer Corporate Governance Report, which is a part of this report. The CSR policy is available on Corporate Social Responsibility Policy https://www.tatatechnologies.com/in/corporate-governance/

30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

CONSERVATION OF ENERGY INITIATIVES

During the year under review, the Company worked on various eco-efficiency measures to promote sustainability and reduce its carbon footprint. It implemented the best practices to improve its operations, reduce its environmental impact, and enable a safe return to work (RTO).

Energy savings:

During the year, the energy consumption of 70,29,875 KWH across India locations was 14% lower than the pre-pandemic (FY 2019-20) consumption, which is partially attributed to the work-from-home practice adopted by the Company. However, an increase in employees'' footfall to the offices, compared with previous years (FY 2022-23), has resulted in increased energy consumption by 11% compared with FY 2022-23. A range of energy conservation measures (ECM) and initiatives were undertaken during the year, which included installations of 24 solar streetlights at the corporate office and APFC panels at two SEZs and Thane locations.

Water saving measures:

The total water consumption during the year was 86,727 KL across the key locations. During the year, 12% (10,478 KL) of total water consumption was recycled and reused.

Sustainable Connect: Sustainability has always been an area of focus for the Company, implemented with the objective of environmental protection and restoration. During the year, the following major initiatives were implemented across Pune offices:

• Solar streetlights 24 x 45W were installed which helped reduce CO₂ emission equivalent to 16.77 tons in the year

• 2 EV Cars were added to our carpool, resulting in a reduction in diesel consumption

• 148 reused 20-liter plastic water jars were converted into plant pots

• Re-used MS scrap material for railing, platform and secondary contamination purposes. The total weight of the material was 241 Kg (MS Pipes and sheets). Carbon footprint CO₂ was ~662.75 Kgs

• Re-used wooden furniture to make new workstations, total wooden furniture weight was ~685 Kg. Carbon footprint CO₂ was -1,130 Kgs

• Recycling: Across India, 28.686 tons of e-waste was disposed of during the year including IT materials, etc. through local recycling vendors.

The principle of Reuse - Reduce - Recycle (3R) was promoted across the Company''s facilities to eliminate waste and avoid landfilling.

As part of green energy initiatives, a next-generation data center has been set up with smart rack solution for power and cooling optimization.

TECHNOLOGY ABSORPTION

Your Company remains steadfast in its commitment to Digital Transformation, with a primary focus on enhancing employee experiences and optimizing operational efficiency. Throughout the year, substantial investments were made in digital tools and platforms aimed at improving employee engagement, talent acquisition, project

management, budget controls, skill management, and process automation. These initiatives resulted in the rollout of industry-leading solutions across various functions, ensuring a seamless integration of digital technologies to drive innovation and productivity. Furthermore, the implementation of enhanced business analytics dashboards across corporate and delivery functions strengthened the Company''s data-driven approach, empowering key business users for informed decision-making and fostering continuous improvement.

To enhance the speed and effectiveness of the information security decision-making process, an Information Security dashboard was created to monitor the overall organization''s security. This dashboard is based on the Tata Cyber excellence framework released in 2023 and includes key metrics related to coverage (breadth and depth of security programs), remediation efficiency, risk exposure rate and time to event.

Your Company added the Hinjewadi delivery location to TISAX certification scope to strengthen data protection and compliance commitment to customers. These certifications provide confidence to customers with a commitment to continuous improvement in the Information Security posture. This certification is a binding information protection standard in the confidentiality agreement with some of our key customers.

In the pursuit to drive process simplification across enterprise processes, multiple initiatives have been undertaken to streamline approvals in key business processes. Furthermore, business applications were enhanced to align with the evolving needs of our current and future business'' core processes like People Supply Chain Management, Skill Management, and project planning & control.

To enhance employee experience and facilitate easy application access, the Tata Technologies'' Application store has been integrated within Microsoft Teams. Now, employees can seamlessly access relevant applications directly from their Teams'' workspace on their mobile devices, tablets, or laptops.

To accelerate IT solution delivery, a low-code platform has been leveraged. This platform enabled the development team to design and deploy solutions for effective management of IT Assets,

Business Continuity processes, and the Project Health and Quality Index (PHQI).

To enhance people process efficiency and engagement, the Company has implemented Viva Engage as part of our continuous improvement efforts, replacing Workplace. This strategic transition underscores our commitment to continue to evaluate opportunities for cost optimization and better adoption of solutions deployed.

Recognizing the pivotal role of data in any enterprise decision-making, the Company has strategically deployed multiple dashboards across sales, delivery, and corporate functions. These dashboards empower business leaders to make informed, data-driven decisions. Additionally, data management processes have been strengthened to ensure accuracy and reliability of the data. Further, key organizational KPIs have been digitized specifically for our CXOs dashboards, providing them with realtime insights to drive business performance and strategic initiatives.

Employee onboarding experience being a critical aspect of employee engagement and retention initiative, the complete on-boarding process was significantly improved through multiple automation initiatives that have resulted in significant improvement in data quality and cutting down on process cycle time across enterprise systems.

As part of green energy initiatives, a next-generation data center has been set up with smart rack solution for power and cooling optimization. These improved data center and storage services include optimization of the Company''s software-defined platform, which has enhanced the capacity of existing servers.

To safeguard organizational data, new backup solutions technology in line with future requirements, cloud backups, and cross-site data replication have been deployed.

To streamline processes with significantly reduced manpower and elimination of human error, network devices backup automation has been deployed. Improvements in Wi-Fi quality and strategic infrastructure enhancements at some of the offices have greatly enhanced user connectivity and end-user experience. Successful deployment of multiple ODCs has boosted business

performance and ensured client commitment and compliance. Enhanced proactive monitoring and security measures have been deployed to secure the loT environment, blocking traffic towards unidentified destinations.

To ensure robust continuity of operations, failover techniques in line with industry standards has been implemented. This strategic approach will safeguard against any single point of failure across all three SEZ locations data centers and hub rooms core switches.

Leveraging Al for firewall management streamlines operations and ensures optimal performance.

Adopting managed services from ISPs reduces administrative overheads and simplifies hardware upgrades resulting in cost efficiency. The organization has also initiated network devices refresh at its multiple office locations in India as well as Europe which will lead to resilient connectivity, minimize down time, and ensure better compliance.

FOREIGN EXCHANGE EARNINGS & OUTGO

The total foreign exchange earnings during the year stood at '' 1,255.52 crore compared to '' 802.48 crore in the previous year while the foreign exchange outgo (including imports) stood at '' 21.59 crore compared to '' 23.22 crore in the previous year.

31. MANAGEMENT DISCUSSION AND ANALYSIS

The shareholders are advised to refer to the separate section on the Management Discussion and Analysis in this Report.

32. CORPORATE GOVERNANCE REPORT

The shareholders are advised to refer to the separate section on Corporate Governance in this Report.

33. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Company''s annual return is available on its website at https://www.tatatechnologies.com/ in/investor-relations .

34. MANAGEMENT OF BUSINESS ETHICS

At Tata Technologies, the Tata Code of Conduct (TCOC) represents the cornerstone of our commitment to the highest standards of corporate and personal conduct. It serves as the guiding principle not only for our organization but for all entities within the Tata conglomerate. The TCOC

shapes our interactions and ensures compliance across all levels of the organization.

The TCOC is designed to ensure that every employee''s actions align with our core values of integrity, accountability, and transparency. It governs interactions not just within the Company but also with our external stakeholders, including partners and suppliers, thereby fostering an ethical business environment.

To embed these values deeply within our corporate culture, Tata Technologies has implemented several educational initiatives:

• Induction Training: Every new hire participates in a TCOC session as part of their induction, ensuring they understand our ethical standards from day one.

• E-Learning Modules: Utilizing our iGETIT® Learning Management System, we provide comprehensive e-learning courses on TCOC. This training is mandatory for all employees and is critical for fostering a consistent understanding of our ethical standards.

• Awareness Campaigns: Regular TCOC awareness campaigns through emails and our internal digital communication platforms are being conducted.

• Values-Mission-Vision Sessions: Our

exclusive series of learning sessions are dedicated to socializing and propagating our Company''s Values, Mission, and Vision (VMV).

Compliance with the TCOC is closely monitored at an organizational level to ensure continuous alignment with our ethical standards. The Tata Code of Conduct is more than just a set of guidelines; it is a vital framework that ensures Tata Technologies operates with integrity and respect in all business dealings. As we move forward, the TCOC will continue to be a beacon of ethical behaviour, guiding us in making decisions that are not only good for business but also right for society. This commitment to ethical excellence is a testament to our dedication to maintaining the trust and confidence of our employees, partners, and customers worldwide.

The organizational structure for the Management of Business Ethics (MBE) in the Company comprises

a) Chief Ethics Counsellor, b) Regional Ethics Counsellors, and c) the POSH IC committee. In addition to the TCOC, the Company has in place a whistle-blower policy to provide a mechanism for its employees to report any concern to the Ethics Counsellor/Chairman of the Company''s Audit Committee. The Company has also adopted a global anti-bribery and gift policy in line with the TCOC and applicable laws. Through regular communication, employees of the Company are well-informed regarding the framework for raising any concern about TCOC violations. The framework is managed by the Chief Ethics Counsellor through the Ethics office. Employees raise issues or concerns by connecting with the office through the e-mail id-[email protected]. The Regional Ethics Counsellors conduct an inquiry into the matter through independent investigation committees. Complaint closures are reviewed on a regular basis by the Chief Ethics Counsellor. To manage this process better, Ethics Committee is convened at periodic intervals and a governance framework has been established.

35. TATA TECHNOLOGIES LIMITED SHARE BASED LONG TERM INCENTIVE SCHEME 2022 (TTL SLTI 2022)

Pursuant to the approval of the Members obtained at the Annual General Meeting (''AGM'') held on July 1, 2022, the Company adopted Tata Technologies Limited Share-based Long Term Incentive Scheme 2022 (TTL SLTI Scheme 2022). The objective behind the implementation of the scheme is to attract, motivate, and retain appropriate talent in the Company, to achieve sustained long-term growth and drive shareholder value by aligning the interests of the employees with the long-term interests of the Company. During FY 2023-24, Members vide postal ballot dated March 15, 2024, approved certain amendments to the Scheme primarily to align with the provisions under the SEBI (Share Based Employee Benefits & Sweat Equity) Regulations, 2021 (''SEBI SBEB Regulations 2021'').

The scheme comprises two types of options, viz., Class A Stock Options (Performance Stock Options) and Class B Stock Options (Employee Stock Option Plan). The maximum number of options that may be granted under the Scheme is 28,00,000 resulting in 28,00,000 equity shares of '' 2 each. The Exercise Price for Class A Stock Options (Performance Stock Options) is '' 2 and Class B Stock Options (Employee Stock Option Plan) is at Fair Market Value being the

latest available closing price on a recognized Stock Exchange on which the shares of the Company are listed on the date immediately prior to the date of grant approved by the Board. If such shares are listed on more than one recognized stock exchanges, then the closing price on the recognized stock exchange having higher trading volume shall be considered as the market price. The scheme is administered by the Board of Directors of the Company directly. The Board may authorize the Nomination and Remuneration Committee (NRC) of the Board to operate and administer the scheme.

Options granted under the scheme would vest within 3 (Three) years from the date of grant of options and shall be determined by the Board based on the benchmark of achievement of performance metrics in terms of the Company''s performance outcome vs. target on revenue, operating profits, large account performance and such other parameters as may be determined by Board of the Company as mentioned in the Grant Letter or communicated to Employees from time to time.

During the year, 1,33,397 Class A Stock Options (Performance Stock Options) were granted to select employees of the Company and its subsidiaries. None of the Class A Stock Options (Performance Stock Options) and Class B Stock Options (Employee Stock Option Plan) vested or any shares were allotted during the year.

The statutory disclosures as mandated under the SEBI SBEB Regulations 2021 and a certificate from the Secretarial Auditors confirming implementation of the above schemes in accordance with SEBI SBEB Regulations 2021 and Members approval, will be available for electronic inspection by the Members during the AGM and is also hosted on the website of the Company: https://www.tatatechnologies.com/ in/investor-relations/

36. PREVENTION OF SEXUAL HARASSMENT

The Company has complied with the provisions relating to the constitution of an Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. In the recent financial year, Tata Technologies reported 2 POSH Cases under the Prevention of Sexual Harassment (POSH) guidelines. Both the cases have been investigated and closed. This underscores our commitment to maintaining

a safe and respectful work environment for all our employees. The annual return for POSH has been filed for the period ending December 2023.

The Company prioritizes sensitizing employees on POSH through training sessions for employees and their managers, mandatory e-learning courses for new hires, and regular updates on legal amendments and organizational policies, ensuring a continuous and informed dialogue on POSH throughout the Company.

37. ORDER OF COURT

The Company has not received any significant and material orders, passed by the regulators and courts or tribunal that materially impact the ongoing status and the Company''s operations in the future. However, members'' attention is drawn to the Statement on Contingent Liabilities and Commitments in the Notes forming part of the Financial Statement.

38. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

The Company has complied with applicable secretarial standards. For more details, shareholders are advised to refer to the Secretarial Audit Report annexed to this report as Annexure II.

39. PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as Annexure IV.

The statement containing particulars of top 10 employees and particulars of employees as required under Section 197 (12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as a separate Annexure forming part of this report. In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the shareholders, excluding the aforesaid Annexure. The said statement is also open for inspection. Any member interested in obtaining a copy of the same may write to the Company Secretary. None of the employees listed in the said Annexure are related to any Director of the Company.

40. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the SEBI LODR, the Business Responsibility and Sustainability Report (''BRSR'') on initiatives taken from an environmental, social and governance perspective, in the prescribed format is available as a separate section of the Annual Report and is also available on the Company''s website: https://www.tatatechnologies. com/in/investor-relations/

41. INVESTOR EDUCATION AND PROTECTION FUND

Refer to Corporate Governance Report para on ''Transfer of unclaimed / unpaid amounts / shares to the Investor Education and Protection Fund (IEPF)'' for details on transfer of unclaimed/unpaid amount/ shares to IEPF.

42. ACKNOWLEDGMENTS

The directors express their earnest gratitude to all the customers, business partners, bankers, and auditors for their continued support and association with the Company. We also wish to thank the Government and all statutory authorities for their unwavering support and co-operation and place on record our appreciation of the dedication and hard work of the employees, individually and collectively, in the overall progress of the Company during the year. The directors would like to particularly thank and place on record their gratitude to all the members of the Company for their faith in the management and continued affiliation with the Company.