2. OPERATING RESULTS & BUSINESS
PERFORMANCE

On Consolidated basis, the Group recorded an
increase in revenue from operations by 6.5%. The
Revenue from Operations increased to ' 5,505.57
crore during FY 2025-26 compared to ' 5,168.45
crore of the previous financial year. The revenue from
sale of Services increased by 5.7% to ' 4,256.30 crore
in FY 2025-26 compared to ' 4,027.36 crore during
previous financial year. Technology Solutions revenue
increased by 9.5% to ' 1,249.27 crore compared to
' 1,141.09 crore during the previous financial year.

On Standalone basis, the Operating revenue
of the Company recorded an increase of 3.3%
during FY 2025-26 compared to previous financial
year. The Revenue from Operations increased to
' 3,125.50 crore during the FY 2025-26 compared to

' 3,024.47 crore in previous financial year. The
revenue increase on standalone basis mainly
consists of increase of 1.6% in sale of Services to
' 2,225.94 crore, while sale of Technology Solutions
increased by 7.9% to ' 899.56 crore.

During the year under review, the Company has
received a dividend amounting to ' 150.83 crore from
its subsidiary.

On Consolidated basis, the Group earned a Profit
Before Tax (PBT) of ' 764.72 crore during FY 2025¬
26 compared to ' 921.40 crore during the previous
year registering a decrease of 17%. The Profit After
Tax (PAT) decreased by 19.3% to ' 546.59 crore in
FY 2025-26 compared to ' 676.95 crore in the
previous financial year.

On Standalone basis, the PBT decreased by 29.8%
to ' 709.38 crore in FY 2025-26 compared to
' 1,010.19 crore during previous financial year. The PAT
decreased by 32.8% to ' 570.41 crore in FY 2025¬
26 compared to ' 849.12 crore during the previous
financial year.

On November 21, 2025, the Government of India
notified the four Labour Codes - The Code on Wages,
2019, The Industrial Relations Code, 2020, The Code
on Social Security, 2020, and The Occupational
Safety, Health and Working Conditions Code,
2020 - consolidating 29 existing labour laws. The
incremental impact for the year ended March 31,
2026, consisting of gratuity of ' 56.82 crore and
long-term compensated absences of ' 26.92 crore
primarily arising due to change in wage definition, has
been recorded as an Exceptional item. The Company
continues to monitor the finalisation of Central/
State Rules and clarifications from the Government
on other aspects of the Labour Code and would
provide appropriate accounting effect based on such
developments as needed.

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
is available on the Company's website:https://www.
tatatechnologies.com/in/corporate-governance/.
The Board of Directors have recommended a final
dividend of ' 8.35 per share and a one-time special
dividend of ' 3.35 per share. The total proposed
dividend for the year ended March 31, 2026,
amounted to ' 11.70 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 18, 2026. The
said dividend, if approved by the Members, would
involve a cash outflow of approx ' 475 crore, resulting

in a payout of 67% of the standalone net profit of the
Company for FY 2025-26.

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.
Please refer our website for a detailed information
on the tax implication.

4. RECORD DATE

The Company has fixed Thursday, June 18, 2026
as the "Record Date" for determining entitlement
of Members to final and special dividend for the
financial year ended March 31, 2026, if approved at
the AGM.

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,
2026, 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

I nvesting in continuous learning and development,
the Company strengthened both technical and
behavioral competencies in FY 26, empowering
employees with future-ready skills and leadership
capabilities. The Company's TechVarsity - Learning
and development Function, delivered 796 modules,
reaching 6,000 employees through upskilling,
cross-skilling, account-specific trainings, internship
programs, GET training, returning women employees'
skill development, early engagement programs with
universities, open-house workshops, accreditations,
technical project management, higher education,
and leadership technical training.

Leveraging platforms like iGET-IT, NASSCOM Future
Skills Prime, and LinkedIn Learning. Partnerships were
established with SASTRA University-Tanjore, Amrita
Vishwavidyapeetham-Coimbatore, Dayanand Sagar
University-Bangalore, PCCOE-Pune and MIT World
peace University- Pune. Next gen learning programs
in Gen AI, SDV, and Cybersecurity saw employees
clocking over 38,000 hours, strengthening critical
skills for organizational growth.

The Company continued to strengthen leadership
depth through the Leadership Academy, with a
focused emphasis on senior and emerging leaders.
Leadership Conclave at TMTC aligned 13 senior
leaders on a common leadership code and action
commitments, reinforcing consistency in leadership
behaviors. Ethics Masterclasses for the Executive
Leadership Team further strengthened values
led leadership, psychological safety, and ethical
influence for 28 senior leaders.

Enterprise and global leadership capability was
augmented through participation in the Advanced
Management Program at Harvard Business School
and the Tata Group Executive Leadership Seminar
(TGELS), with 2 leaders each completing these
programs, building depth across strategy, AI,
finance, and enterprise leadership. Customer centric
leadership capabilities were enhanced through the
CX Bootcamp, with 2 leaders gaining exposure to AI
enabled customer experience transformation.

Future ready people, governance, and HR capabilities
were developed through HR Nexus (2 leaders),
AIinHR and HR50under50 (8 HR team members),
and Workplace Investigations (2 HR team members).
Financial decision making capability was further
strengthened through Hedging & Risk Management
with Derivatives, enabling 2 finance leaders to
enhance expertise in financial risk management
and valuation.

Additionally, to strengthen the Performance Driven
Culture, this year we also introduced Values Based
Recognition - CEO Apex League Awards, an
esteemed recognition initiative that celebrates
top performers who exemplify excellence across
various domains.

This year our diversity ratio increased from 15% to
16.7%, reflecting steady progress in building a more
inclusive workplace. We continue to make significant
shift in our diversity efforts grounded in strategy,
empathy, and sustained effort.

At our organization, diversity is not just a principle—it
is a key focus area and a cornerstone of our culture.
Our Diversity, Equity, and Inclusion ("DEI") journey
was guided by four core pillars: Communication,
Growth, Hiring, and Enabling, through which we
launched impactful programs and campaigns.

The Company's SHEros campaign was one of the
most impactful DEI initiatives this year. Strengthening

Allyship was the motto with which this campaign was
launched. Objective was to encourage Managers to
be the Allies. Managers across functions nominated
high-performing women from their teams, sharing
their journeys and acknowledging and highlighting
the value they bring. With over 65 such journeys
being shared across a period of 2-3 months, SHEros
helped amplify inspiring voices and fostered allyship
across the organization.

After the successful pilot program of REIGNITE 1.0
we launched REIGNITE 2.0 in 2025-26 for DES. The
program launch was welcomed with stupendous
response from all Professional online Platforms
wherein it was posted. This structured three-
stage program welcomed over 900 applications,
with 60 women selected for the Explore stage
(orientation and initial assessment). Following their
performance, 34 candidates progressed to the
Elevate stage, where they are undergoing intensive
technical and behavioural training. Those who
succeed will move to the Engage stage, a one-
month internship with dedicated mentorship,
leading to full-time or contractual opportunities
with us or other organizations, subject to availability
of roles or positions. For FY26 we had onboarded
7 Hi-Po women candidates. REIGNITE continues to
reaffirm our commitment to enabling second career
opportunities for women on career breaks.

Project NEST (Nurture, Engage, Support, Thrive)

was a focused initiative designed to support
women employees returning from maternity leave
and enable a smooth, timely transition back into
appropriate roles. The program aimed to address
challenges related to benching and role displacement
post maternity, while also understanding and
accommodating individual needs.

The initiative covered 60 women employees
across L1 and L2 grades in India, with one on one
interactions conducted over the maternity leave
cycle (2023-2025). Insights gathered through
these engagements have informed the DEI and
talent strategy for the upcoming financial year,
with a strong focus on retention, role continuity, and
career progression. In another key step, the Company
updated and enhanced the scope of Creche benefit
policy to expand support for working mothers.

HERizon was launched to better understand
women employee resignations and workplace
satisfaction levels. The objective was to identify

key drivers behind attrition, assess overall
employee experience, and uncover systemic gaps
impacting retention. Findings from HERizon are
being leveraged to strengthen retention strategies,
enhance engagement interventions, and empower
long term career growth for women employees at
Tata Technologies.

A comprehensive PWD infrastructure audit was
conducted to assess and enhance workplace
accessibility. The initiative focused on identifying
gaps and improving physical and digital infrastructure
to ensure inclusive design, ease of access,
and a barrier free experience for employees
with disabilities.

The leadership series - Vision Unplugged was led
by CEO Warren Harris, focused on engaging and
inspiring women colleagues and leaders through
open conversations, vision sharing, and leadership
perspectives. People Dialogue session was Led by
our CHRO - Geena Binoy, this series focused on
engaging high performing employees, fostering
dialogue on growth, leadership expectations, and
organizational priorities.

We also began a new series - LeadSphere:
Engineering Conversation, where we conducted
our first session with the JLR HR Leader with Global
Tata Technologies employees, focusing on DEI and
the second session took place in our TML Campus

VConnect - A Leadership Blog Series combining
business updates with personal, relatable
stories from leaders, aimed at strengthening
connection, transparency, and authenticity across
the organization.

Multiple Unconscious Bias training sessions were
conducted for Talent Acquisition teams and
hiring managers, reinforcing fair hiring practices
and strengthening inclusive decision making across
recruitment processes.

We also placed special efforts to socialize and
enhance awareness of RAINBOW-TTL's DEI Program.
Every month, employees are engaged on TTL's
Internal Communications Platform-Viva Engage,
creating awareness by celebrating Diversity Themed
Calendar Days observed across the globe through
engaging and informative communication collaterals
that are shared. Leveraging tools like email campaigns
and Viva Engage, we ensured that messages reached

every employee with meaningful content. These
efforts not only celebrate our diverse identities but
also educate and inspire our teams across locations.

7. BUSINESS EXCELLENCE AND QUALITY
INITIATIVES

The Tata Business Excellence Model (TBEM)
continues to serve as a foundational element of your
company's approach to organizational excellence
and long term value creation. TBEM provides a
structured and comprehensive framework to
evaluate and strengthen performance across
key dimensions, including leadership, strategic
planning, customer focus, operations, workforce,
and business results. Alignment with TBEM enables
your company to benchmark its processes and
practices against globally recognized standards
and systematically embed continuous improvement
across the organization.

Your company was recognized as an "Emerging
Industry Leader" in the 2020 TBEM assessment and
has consistently maintained this position through
the 2022 and 2024 assessments. Notably, the 2024
assessment reflects the highest score progression
achieved by the organization over the past decade,
demonstrating enhanced process maturity, strong
stakeholder alignment, and strengthened capabilities
in embedded systems. The assessment feedback is
closely aligned with the company's strategic direction
and has reinforced its ongoing initiatives to further
enhance customer focus, operational efficiency, and
overall organizational capability.

As part of its response to the assessment outcomes,
your company has further strengthened its customer
engagement model, including the deployment of
dedicated teams for the top twenty-three strategic
accounts to drive solution innovation and improve
customer experience. Your company has also
enhanced its people supply chain and delivery
processes to support business growth, improve
predictability, and increase operational effectiveness.
In parallel, focused people initiatives have been
launched to build future ready skills, enable clearer
career pathways, and strengthen performance
management practices. Your company has continued
to advance its Data Excellence journey through the
adoption of Data governance council, role based
analytics, improving visibility, decision making, and
team empowerment. Your company is systematically
embedding artificial intelligence and advanced
analytics into core work processes to improve

productivity, decision quality, and time to market.
These AI enabled interventions are driving operational
leverage, supporting margin improvement, and
enhancing the scalability of delivery models while
maintaining quality and governance.

People remain at the core of your company's
excellence journey. Approximately 90% of employees
and 80% of the Executive Leadership Team have
completed TBEM training or assessor certification,
reinforcing a strong organizational capability for
continuous improvement. This leadership and
workforce alignment supports consistent deployment
of excellence practices, effective governance, and
sustained performance improvement in line with
your company's strategic objectives.

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
(CSat), and input from project teams. 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
with enhanced automation for PHQI development.

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

a. Quality Management Systems: ISO 9001:2015
certification for its facilities in Hinjawadi,
Pimpri, JKII, SEZ Blueridge, Thane, Jamshedpur,
Bengaluru - Aurbis & Salarpuria, EIDC (UK),
Romania, and Sweden locations.

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

c. I nformation Security Management System: ISO
27001: 2022 for its facilities in JKII, Hinjawadi, SEZ
Blueridge - locations of Pune and Detroit (USA),
UK EIDC, Bengaluru - 315 Salarpuria, Toulouse,
Hamburg & EIDC (UK).

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

e. Environmental Management System EMS 14001:
Bengaluru - 315 Salarpuria.

Tata Technologies is committed to engineering
excellence-through systems, people, and purpose—
to deliver greater value to our customers, partners,
and communities.

8. SHARE CAPITAL

As on March 31, 2026, the Authorised share capital
of the Company was ' 350.70 crore divided into
175 crore Equity shares of ' 2 each and 7 lakh
0.01% Cumulative Non-participative Compulsorily
Convertible Preference Shares of ' 10 each. The Paid-
up Equity share capital as on March 31, 2026 was
' 81.20 crore comprising of 40.60 crore Equity shares
of ' 2 each. During FY 2025-26, the Company has
allotted 3,10,791 equity shares of ' 2 each under
Tata Technologies Limited Share based Long Term
Incentive Scheme 2022 to its employees. The
Company has not issued any instruments convertible
into equity shares, sweat equity shares and shares
with differential voting rights.

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 / CARE A1 ratings for its long-term
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 2025-26 till the date of this Report.

11. CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the
Company and its subsidiaries for FY 2025-26 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 as
Annexure-I.

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 ASSOCIATE

The Company has 17 subsidiaries and 1
associate entity.

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 December 20, 2019. The
liquidation process is ongoing.

Tata Technologies (Thailand) Limited, another step
subsidiary of the Company approved voluntary
liquidation w.e.f. March 31, 2025 vide special
resolution passed on March 6, 2025 by shareholders
of the Company. The liquidation process is ongoing.

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

Acquisition

During the year, the Company through its wholly
owned subsidiary viz., Tata Technologies Pte.
Limited, Singapore on September 13, 2025 signed a
definitive agreement to acquire 100% equity shares
in ES-Tec GmbH, and its subsidiaries (collectively,
ES-Tec Group) from MW Beteiligungs GmbH. The
said acquisition was completed on November 27,
2025 resulting addition of 6 subsidiaries for the

Company. The ES-Tec Group is into the business
of high-end automotive engineering services with
deep know-how in ADAS, Connected Driving, and
Digital Engineering.

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

Strengthening Enterprise Resilience Through ERM
2.0

I n an era characterized by heightened geopolitical
volatility, economic uncertainty, evolving climate
risks, and rapid technological disruption, Tata
Technologies has continued to strengthen its
approach to enterprise risk management. The
Company's ability to foresee, evaluate, and respond
to risks remains central to protecting stakeholder
value, enabling sustainable growth, and ensuring long
term resilience.

Recognizing the needs of a changing environment,
Tata Technologies has strengthened its Enterprise
Risk Management (ERM) framework through the
refinement to ERM 2.0, guided by ISO 31000:2018 and
COSO 2017 principles—to enhance the effectiveness,
depth, and maturity of its risk management
processes. ERM 2.0 builds on the Company's strong
foundation and introduces a more agile, structured,
and technology enabled framework. It improves
visibility of risks across functions, key accounts, and
enterprise levels, while embedding risk awareness
deeply into business planning, operational decision
making, and governance oversight.

As part of ERM 2.0, risk identification occurs
systematically at the enterprise, functional, and
account levels, supported by centralized Enterprise
Risk Register (ERR) digitization, structured assessment
criteria, and strengthened ownership.

Strategic, Forward Looking Approach to Risk

Risk management at Tata Technologies is not
viewed as a compliance activity but as a strategic
enabler that provides early warning signals, guides
proactive decision making, and supports innovation.
Organizations that actively manage risks are better
positioned to anticipate challenges, respond to
crises, and leverage emerging opportunities.

Through ERM 2.0, the Company aims to:

• Build a strong culture of risk management across
all functions, delivery units, and geographies

« Protect and expand business achievements
by ensuring continuity and stability

« Create value by using risk insights to
enhance sustainability and performance

To further strengthen ERM execution, the Company
rolled out ERM training programs, conducted an ERM
survey, and deployed the Risk Management Maturity
Indicator (RMMI) for key accounts and functions.
These efforts have deepened risk understanding,
clarified expectations, and improved the consistency
of risk management practices across levels.

I n line with SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 requirements,
the Company had constituted a Risk Management
Committee that provides structured oversight
and governance of the ERM framework, reinforcing
transparency, accountability, and board
level involvement.

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 2025-26.

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

i. i n 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

I n terms of Section 149 of the Act, Mr. Ajoyendra
Mukherjee (DIN: 00350269), Ms. Usha Sangwan
(DIN: 02609263), Mr. Nagaraj Ijari (DIN: 09390579)
and Ms. Aarthi Sivanandh (DIN: 00140141) 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
and Regulation 16(1)(b) of the SEBI LODR. The Board
has taken on record the said declarations submitted
by the Independent Directors after undertaking due
assessment of the veracity of the same. There has
been no change in the circumstances affecting their
status as Independent Directors of the Company.

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

During the year, the Non Executive Independent
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.

The shareholders of the Company, at its Annual
General Meeting held on June 23, 2025, had:

a. re-appointed Mr. Shailesh Chandra (DIN:
07593905) as Non-Executive, Non-Independent

Director of the Company who was liable to retire
by rotation, vide an ordinary resolution.

b. re-appointed:

i. Ms. Aarthi Sivanandh (DIN: 00140141) as
Non-Executive Independent Director of the
Company for a period of five years effective
from June 11, 2025 to June 10, 2030 vide a
special resolution and

ii. Ms. Usha Sangwan (DIN: 02609263) as Non¬
Executive, Independent Director of the
Company for a period of five years effective
from October 21, 2025 to October 20, 2030
vide a special resolution.

During the year, Mr. Balaje Rajan (DIN: 10749831) ceased
as Non-Executive Non-Independent Director of the
Company w.e.f. close of business hours on January
15, 2026 due to other professional commitments.

Mr. Dhiman Gupta (DIN: 09420213) was appointed
as Non-Executive Non-Independent Director of
the Company w.e.f. January 16, 2026 which was
approved by the shareholders through postal ballot
on February 27, 2026.

During the year under review, Ms. Savitha
Balachandran resigned as Chief Financial Officer
and Key Managerial Personnel of the Company w.e.f.
December 30, 2025. Mr. Uttam Gujrati was appointed
as Chief Financial Officer and Key Managerial Person
of the Company w.e.f. December 31, 2025.

During the year under review, Mr. Vikrant Gandhe
resigned as Company Secretary, Compliance Officer
and Key Managerial Personnel of the Company w.e.f.
close of business hours on January 16, 2026.

Pursuant to the provisions of Section 203 of the Act,
the Key Managerial Personnel of the Company as on
March 31, 2026, are:

a. Mr. Warren Kevin Harris, Chief Executive Officer
& Managing Director

b. Mr. Uttam Gujrati, Chief Financial Officer.

Mr. Raghav Mulay was appointed as Company
Secretary, Compliance officer and Key Managerial
Personnel w.e.f. April 14, 2026.

16. BOARD MEETINGS

Ten 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, which lay down a
comprehensive framework and processes for the
evaluation of Board performance. In accordance with
these guidelines and pursuant to Section 134(3)(p)
of the Companies Act, 2013 read with Rule 8(4) of
the Companies (Accounts) Rules, 2014 and the SEBI
(LODR) Regulations, the Board of Directors annually
evaluates its own performance, the performance of
its committees, and that of individual directors.

The Board seeks structured inputs from all Directors
based on defined criteria, including the composition
and structure of the Board, the effectiveness of Board
processes, quality and timeliness of information, and
overall functioning. With effect from FY 2021-22, the
Company has implemented an automated evaluation
tool to enhance objectivity and transparency in
the process. This secure platform is accessible
only to members of the Board and its committees
and enables a comparative multi year analysis of
evaluation feedback.

The performance of the Board committees is
evaluated by the Board after obtaining inputs from
committee members, based on parameters such as
committee composition, effectiveness of meetings,
and discharge of assigned responsibilities.

A meeting of Independent Directors was held on
March 17, 2026, wherein, the performance of Non¬
Independent directors, the Chairman, and the Board
as a whole, was evaluated. The Chairman of the Board
had one-on-one meeting with the Managing Director
and the Chairman of NRC had one-on-one meetings
with the 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 athttps://www.
tatatechnologies.com/in/corporate-governance/.

19. INTERNAL FINANCIAL CONTROL SYSTEMS AND
THEIR ADEQUACY

The Company has aligned its systems of internal
financial control by adopting industry standard
practices and in line with key principles of
globally accepted risk-based framework issued
by the Committee of Sponsoring Organizations
(COSO) framework. These robust controls are
set up commensurate with the size and nature of
its business.

The internal control systems comprising policies and
procedures are designed to ensure that operations
are efficiently managed and aligned with the strategic
objectives of the Company and address various
aspects of governance, compliance, audit, control,
and reporting.

Company also has adopted well thought out and
structured delegation of authorities and segregation
of duties for its operations to provide reasonable
assurance in regard to recording and providing
reliable financial and operational information,
complying with applicable statutes, safeguarding
assets from unauthorized use, executing transactions
with proper authorization and ensuring compliance
with corporate policies.

Company uses a globally deployed enterprise
resource planning (ERP), iPMS (integrated project
management system), RippleHire (Resource planning),
Opportunity management (SFDC) and other business
management software for enterprise business
process management with specific objectives which
connects all parts of the organization, to record
data for accounting, consolidation and management
information purposes in alignment to acceptable
global best practices.

B S R & Co. LLP, the statutory auditors of your
Company, have audited the financial statements
included in this annual report and have issued

a report on the company's internal control over
financial reporting.

M/s. Genpact Enterprise Risk Consulting LLP and
Company's internal audit team have reviewed and
audited internal controls and processes of financial
reporting as per audit committee approved audit
plan to ensure adequate control against the
regulatory requirements, preventing fraud and errors,
safeguarding the Company's assets and finances, and
preserving the accuracy and reliability of financial
transactions and reporting.

The Company's Audit Committee reviews the
adequacy of the internal control systems, every
quarter. Key observations and recommendations
are communicated to the management, and the
management takes effective and time bound
corrective measures to maintain the efficiency and
effectiveness of the internal controls.

20. AUDIT AND OTHER COMMITTEES

The Audit Committee comprises of three Non¬
Executive, Independent Directors, all of whom are
financially literate. The Committee is comprised of
Ms. Usha Sangwan as the Chairperson, Mr. Nagaraj
Ijari and Ms. Aarthi Sivanandh as members of
the Committee.

The Committee has adopted a charter for its
functioning and met 9 times during the year under
review. All of its recommendations were accepted by
the Board.

Details of other committees, composition, brief terms
of reference and number of meetings held in FY 2025¬
26 are given in the Report on Corporate Governance,
which forms a part of this Report. Further, during
the year under review, all recommendations made
by the various Committees have been accepted by
the Board.

21. STATUTORY AUDITORS

M/s. B S R & Co. LLP, Chartered Accountants, (Firm
Registration No. 101248W/W-100022) were re¬
appointed 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 REPORT

Pursuant to Section 204 of the Companies
Act, 2013 and Regulation 24A(1)(b)(i) of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, the shareholders at Annual
General Meeting of the Company held on June 23,
2025 vide ordinary resolution appointed Mr. Jayavant
B Bhave (Membership No. 4266) of M/s. J B Bhave
& Co., Practicing Company Secretaries, as the
Secretarial Auditors of the Company for a term of five
consecutive years from the FY 2025-26 till FY 2029¬
30.

Section 204 of the Companies Act, 2013 and
Regulation 24A(1)(a) of the SEBI LODR inter-alia
requires classes of companies to annex with its
Board Report, a secretarial audit report provided by
the Company Secretary in Practice, in the prescribed
format. The Secretarial Audit report of M/s. J. B. Bhave
& Co., Practicing Company Secretaries, for FY 2025¬
26 is annexed to this report as Annexure III. There
are no qualifications, reservations/observations in
the said Report.

23. INTERNAL AUDITORS

The Company's internal audit framework is structured
to align with internal governance requirements and
to ensure compliance with the provisions of Section
138 of the Companies Act, 2013 and the SEBI (LODR)
Regulations. The Audit Committee has appointed
M/s Genpact Enterprise Risk Consulting LLP as the
Internal Auditors, thereby ensuring independence
and the adoption of industry leading practices.
The Genpact audit team works closely with the
Company's internal audit function and business
process owners to review internal controls and
statutory compliances. Significant audit observations
and findings are reported to the Audit Committee
through quarterly presentations.

24. COMPLIANCE AUDITORS

To strengthen its compliance framework, the
Company has implemented the "i Comply"
compliance management system across its
global operations. The system enables systematic
identification and tracking of applicable compliances,

clear assignment of responsibilities, timely execution
of required actions, and verification of compliance
status. In addition to its role as the Internal Auditor,
M/s Genpact Enterprise Risk Consulting LLP also acts
as the Compliance Auditor and conducts periodic
compliance reviews for the Company.

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 2025-26 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.

As per the SEBI LODR, if any Related Party Transactions
("RPT") exceeds 10% of the annual consolidated
turnover as per the last audited financial statement,
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. None of the transactions with
related parties fall under the scope of Section 188(1)
of the Act. The information on transactions with
related parties pursuant to Section 134(3)(h) of the
Act read with Rule 8(2) of the Companies (Accounts)
Rules, 2014 are given in Annexure II in Form No.
AOC-2 and the same forms part of this report. All the
Related Party Transactions entered by the Company
in FY 2025-26 were in the ordinary course of business
and at arm's length basis. All such transactions were
reviewed and approved by the Audit Committee
from time to time.

The details of RPTs during FY 2025-26, 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 2025-26, 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 Related Party Transactions and the same is
available on the Company's website:https://www.
tatatechnologies.com/in/corporate-governance/

29. CORPORATE SOCIAL RESPONSIBILITY

At Tata Technologies Limited (TTL), Corporate Social
Responsibility (CSR) and sustainability are integral
to our purpose of Engineering a Better World.
Guided by the Tata Group's CSR core principles
and Project Aalingana, the Company's CSR and
sustainability strategy focuses on creating long
term, measurable impact for communities while
responsibly managing environmental and social risks.
Our approach is anchored in leveraging engineering,
digital and STEM capabilities to deliver outcomes
that benefit people, planet and progress, aligned with
national priorities, the United Nations Sustainable
Development Goals (SDGs), and the requirements
of Section 135 of the Companies Act, 2013 and its
subsequent amendments.

TTL's CSR priorities are structured around four core
pillars: STEM education and employability, women's
empowerment, technical skilling for future industries,
and environmental sustainability. These priorities
are governed through a robust, Board level CSR and
Corporate Sustainability Committee, supported by
processes, and strong partnerships with credible
institutions, academia and implementing agencies.

STEM Education for Schools:

This programme supports high school students
through activity based STEM learning delivered via
low cost tinkering labs and experiential initiatives
such as National Science Day celebrations and
hackathons. The programme has expanded across
Maharashtra, Karnataka and Uttarakhand, with a
specific focus on aspirational districts. A unique
public-private partnership led to the establishment
of Kalpakghar, a community tinkering center

developed in collaboration with PCMC Science Park
and IISER Pune, providing wider access to hands on
STEM learning.

Ready Engineer 2.0:

I mplemented in collaboration with industry bodies
and reputed academic institutions, this programme
enhances the learning experience of engineering
students by providing access to industry aligned
technical content, exposure to niche technologies,
personality assessments and soft skills development.
The initiative aims to strengthen employability and
foster entrepreneurial mind sets among young
engineers. During FY 2025-26, 10321 students
benefited from the program.

Empowerment Via Education (EVE) - Women:

This scholarship programme supports meritorious
young women from economically disadvantaged
backgrounds pursuing engineering and technical
education. During FY 2025-26, 262 students
benefited from scholarships, complemented by
mentoring and industry exposure to enable sustained
career growth.

Empowerment Via Education (EVE) - Technical:

This initiative provides scholarships and hands on
training to youth, particularly from lower income
backgrounds, to reskill in emerging technologies
such as computer programming, electric vehicles
and solar installations. The programme has been
further strengthened to include degree scholarships
in Data Science and Electronic Systems at IIT Madras,
preparing beneficiaries for future ready careers.
During FY 2025-26, 930 students benefited from
the program.

Sustenance of the Environment Leveraging STEM:

The Water Research and Innovation Center focuses
on reducing water wastage and improving municipal
water systems through data driven and technology
enabled solutions. The initiative supports PhD and
MTech researchers and prioritizes projects addressing
local environmental challenges, fostering applied
research and capacity building. During FY 2025-26,
215 students benefited from the program.

A brief outline of the Company's CSR Policy and the
CSR initiatives undertaken during the year under
review is provided in Annexure IV of this report, in the
format prescribed under the Companies (Corporate
Social Responsibility Policy) Amendment Rules, 2021.

Further details on the CSR Committee are included
in the Corporate Governance Report.

The Corporate Social Responsibility Policy is
available on the Company's websitehttps://www.
tatatechnologies.com/in/sustainability/

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

The Company adopts a structured and integrated
approach to energy management across its facilities,
with a strong emphasis on operational efficiency,
technology enhancements, and the adoption of
renewable energy solutions. This approach enables
reduced energy consumption, optimized operating
costs, and a lower environmental footprint, while
ensuring safe, efficient, and comfortable workplaces
for employees.

Energy savings:

During the year, total electrical energy consumption
across India operations was 7,293 MWh, representing
a 2.7% reduction compared to the previous year
and a 16% reduction against pre pandemic levels
(FY 2019-20). These reductions were achieved
through a combination of targeted energy efficiency
initiatives and the continued adoption of hybrid
working practices.

Notably, the improvement in energy performance
was realized despite an increase in employee footfall
across office locations, highlighting the effectiveness
of enhanced operational controls, HVAC system
optimization, lighting system upgrades, and focused
energy management measures.

Water saving measures:

Total water consumption across key India locations
during the year was 111,082 kilolitres (KL). Of this,
approximately 14% (15,906 KL) was recycled and
reused through in house water management systems.
Treated water was utilized primarily for flushing and
landscaping, significantly reducing dependence on
freshwater sources and supporting the Company's
water conservation and sustainability objectives

Sustainable Connect:

Sustainability is embedded into the Company's
infrastructure planning, facility design, and
operational practices. Our corporate office and
facilities integrate water efficiency, waste reduction,

and energy conservation principles at the planning
and design stage, ensuring long term resource
efficiency, environmental stewardship, and reduced
lifecycle impacts, while supporting safe and high
quality workplaces.

Water and Land Management:

As part of sustainable site development, water
permeable surfaces have been deployed across
parking areas, enabling effective stormwater
management and groundwater recharge. These
surfaces allow rainwater to percolate naturally into
the soil, reducing surface runoff, mitigating flood
risks, and supporting the long term sustainability of
local water resources.

Energy and Emissions Reduction Initiatives:

• During the year, total PNG consumption at
cafeterias and guest houses stood at 32,066
SCM. Cooking gas consumption was reduced by
approximately 25% compared to the previous
year, primarily due to the transition to a
centralized kitchen model adopted by cafeteria
vendors, resulting in improved fuel efficiency
and reduced on site cooking requirements.

• 209 conventional CFL fixtures were replaced
with energy efficient LED luminaires, resulting
in a reduction of approximately 14,313 kg of
CO2 emissions.

Material Reuse and Circular Economy Practices:

• 23.36 kg of plastic waste was reused to develop
indoor plant containers and water arrangements
for bird feeding during peak summer, resulting
in a reduction of approximately 35 kg of
carbon footprint.

• 623 kg of mild steel (MS) scrap was repurposed
to fabricate DG safety platforms and utility
structures, avoiding material disposal and
reducing approximately 1,245 kg of CO2 emissions

Waste Management and Recycling:

• Across PAN India operations, 23.72 tonnes of e
waste, including IT equipment and UPS batteries,
were disposed of responsibly through Pollution
Control Board authorized recycling vendors.

• 1 7.39 tonnes of food waste were processed
through the in house Organic Waste Converter
(OWC) and converted into compost/manure.
The manure was utilized for on site landscaping
and distributed to employees during World
Environment Day celebrations, promoting
environmental awareness.

• 506 kg of biomedical waste generated
during the year was disposed of through
authorized incineration facilities, ensuring
regulatory compliance.

• By eliminating single use paper cups at three
Pune locations, the Company reduced paper
consumption by approximately 1,248 kg,
potentially saving around 16 trees, and reinforcing
commitments toward waste minimization.

• Sanitary Pad Vending machines are being
installed across PAN-India locations to promote
inclusivity and enhance employee well-being by
ensuring easy, discreet, and affordable access
to sanitary products. During the year, 351 kg of
sanitary waste was safely disposed of through
an MPCB-approved authorized vendor, in line
with regulatory requirements.

Green Initiatives:

I n addition, as part of ongoing greening initiatives,
150 plants were planted during the financial year
at the corporate office, enhancing biodiversity,
improving air quality, and contributing to healthier
workplace environments

3R Philosophy:

The Reduce - Reuse - Recycle (3R) principle continues
to be actively promoted across Company facilities
to minimize waste generation, maximize resource
recovery, and avoid landfill disposal, reinforcing the
Company's commitment to sustainable operations
and responsible environmental management.

TECHNOLOGY ABSORPTION:

During FY 2025-26, the Company continued to
deliberately absorb and deploy relevant digital
technologies across key functions, with a sustained
focus on improving operational efficiency, reinforcing
internal controls, enabling data led decision making,
and enhancing the overall employee experience.
Technology initiatives during the year were directed
towards modernising core enterprise platforms,
expanding automation and analytics capabilities, and
advancing the responsible, enterprise wide adoption
of Artificial Intelligence (AI) across both business and
enabling functions.

Key technology initiatives undertaken during the year
included the following:

Enterprise platform modernisation (Human
Resources):

The Company implemented project Quantum to
enhance end to end employee lifecycle management,
improve data transparency, standardise HR
processes, and support scalable and consistent
workforce planning.

Finance process digitisation and automation:

Automation led enhancements were implemented
and stabilised across inter company invoicing,
banking integrations, cost allocation, contractor
provisioning, and revenue forecasting. These
initiatives enabled timelier decision making,
improved financial transparency, and reinforced
overall financial discipline.

Scaled adoption of automation and low code
solutions:

Workflow automation and low code solutions were
progressively expanded across HR, Finance, and IT
functions to reduce manual intervention, improve
turnaround times, and standardise recurring
processes, while ensuring appropriate governance
and security safeguards.

Enterprise wide deployment of Artificial
Intelligence:

The Company advanced from pilot initiatives to
the deployment of AI enabled use cases across
HR, Finance, IT, Audit, and Enterprise Operations.
These deployments were focused on enhancing
productivity, reducing manual workloads, and
supporting better decision making, including the
introduction of employee facing virtual assistants to
enable faster and more efficient self service.

Data and analytics foundation (PRAMAAN):

An AI enabled enterprise data lake platform—
PRAMAAN—was implemented, as the core data
platform and Power BI as the visualisation layer. This
foundation enabled analytics driven dashboards and
insights to support leadership oversight as well as
operational decision making.

Data governance and capability enhancement:

A dedicated Data Office was established, supported
by a Data Governance Council and aligned with the
Tata Data Excellence framework. In parallel, training
and awareness initiatives were undertaken to
strengthen data literacy and reinforce data privacy
and governance practices across the organisation.

AI enabled talent solutions:

An AI driven search and match engine, TALENTALIGN,
was implemented to enhance hiring efficiency and
improve candidate to role alignment.

Modern workplace enablement:

The Company initiated the rollout of AI tools
to support productivity improvements among
knowledge workers and to enable more efficient
content creation, summarisation, and collaboration.

Strengthening of the security landscape:

Advanced Endpoint Security (AES) was implemented
to further reinforce security controls and protect
digital assets, in alignment with the Company's
established security architecture and policies.

Collectively, these initiatives contributed to
improved operational efficiency, reduced cycle
times across key processes, enhanced reporting
and control environments, and a strengthened
employee experience. Technology adoption during
the year was supported by structured change
management, targeted user enablement, and
appropriate governance mechanisms, with continued
emphasis on information security, data privacy, and
regulatory compliance.

Going forward, the Company will continue to deepen
technology absorption by scaling proven automation
and AI use cases, strengthening data quality and
governance frameworks, and further modernising
enterprise platforms to support business growth,
while maintaining robust risk management and
control disciplines.

Our cybersecurity framework has been significantly
strengthened through the implementation of multiple
controls aligned with globally recognized standards,
including the NIST Cybersecurity Framework 2.0 and
ISO 27001:2022. Independent assessments indicate
continued improvement in our overall cyber resilience
and security posture, with strong performance across
key security domains such as network protection,
email security, and operational resilience.

The organization has enhanced its security
capabilities through advanced technologies and
processes covering network security, zero trust
access, privileged access management, security
monitoring, endpoint protection, vulnerability
management, and ransomware defense. Continuous
monitoring and proactive remediation initiatives have
contributed to measurable improvements in cyber
risk management and organizational resilience.

Additional safeguards have been implemented for
data protection, including data loss prevention, data
classification, email security, and threat monitoring
capabilities to help ensure sensitive information
remains protected and recoverable.

Our IT security and data protection policies continue
to evolve in alignment with international standards
and applicable regulatory requirements, reinforcing
our commitment to maintaining a strong security
posture and building trust with clients, partners,
and stakeholders.

FOREIGN EXCHANGE EARNINGS & OUTGO:

The total foreign exchange earnings during the year
were ' 1,059.63 crore (previous year ' 1,352.29 crore)
and foreign exchange outgo (including imports) were
' 47.32 crore (previous year ' 14.60 crore).

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 athttps://www.tatatechnologies.com/
in/investor-relations/

34. MANAGEMENT OF BUSINESS ETHICS

We continued to strengthen business ethics as a core
pillar of our culture and governance, embedding it in
everyday decision-making, leadership accountability,
and stakeholder trust. Guided by the belief that ethics
must be experienced-not enforced-we advanced
our ecosystem through stronger governance,
engagement-led interventions, and technology-
enabled listening and reporting mechanisms.

The Leadership in Business Ethics (LBE) Survey
conducted in FY25, and expanded to include
employees, associates, and value-chain partners,
assessed key dimensions including leadership
engagement, ethics environment, awareness, ethics
counsellor effectiveness, and systems and processes.
Insights from the survey shaped FY26 priorities
focused on awareness, process standardization,
governance strengthening, and building confidence
in escalation mechanisms. Compared to the previous
survey cycle, results reflected a positive shift across
all segments, with notable improvement among
associates and partners.

During the year, we transitioned towards a listening-
led ethics model. AMBER, our AI-enabled Chief
Listening Officer, enabled continuous capture of
sentiment on fairness, inclusion, leadership integrity,
and ethical dilemmas, deepening our understanding
of ethics as a lived experience. These insights were
operationalized through Ethics Pulse, providing
leaders with visibility into trends and emerging risks.
Complementing this, ELSA, our AI-enabled ethics
assistant, provided 24x7 access to guidance on the
Tata Code of Conduct (TCoC) and related policies,
strengthening awareness and early risk identification.

Leadership commitment remained central, with the
Executive Leadership Team actively engaging in
ethics dialogues and senior leaders participating in an
Ethics Master Class, reinforcing ethical role-modelling
and shared accountability. TCoC implementation
was strengthened through mandatory learning and
declaration processes, achieving 98.3% training
completion and 99.29% declaration compliance.

Ethics awareness was further reinforced through
Ethics Week and scenario-based engagements,
enhancing practical understanding and confidence
in speaking up. Aligned with Tata Group initiatives,
15 cross-functional teams participated in the Ethics
Case Study Competition, and the organization was
recognized with the Significant Contribution to Ethics
Award at the Group Ethics Conclave. Internally, the
Apex League / Culture Icon Awards were instituted
to celebrate values-led behavior.

Governance and transparency were strengthened
through centralized case tracking and dashboard-
driven reporting to the Ethics Committee, enhancing
visibility and consistency in case management.

During the year, 14 ethics cases were reported,
of which 7 were closed and 7 remained under
investigation at year-end.

We also launched VERA (Values, Ethics, Responsibility,
Accountability), a one-stop ethics app providing
easy access to policies, guidance, and reporting
channels, enabling early escalation and strengthening
psychological safety. The Ethics Committee was
further expanded to a globally representative body
of 30 members, ensuring diverse perspectives and
consistent application of ethical standards across
the organization.

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

The Company has 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.

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 each 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 under review, the Company has
granted 3,87,135 stock options under TTL SLTI Scheme
2022 to its employees. The Company has allotted
3,10,791 equity shares of ' 2 each thereby increasing
the paid-up capital by ' 6,21,582.

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

Tata Technologies remains firmly committed to
fostering a safe, inclusive, and respectful workplace,
where dignity, equality, and trust are integral to the
organizational culture. The Company follows a zero
tolerance approach towards sexual harassment
and complies with all requirements of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 ("POSH Act").

The Company has complied with the provisions
relating to the constitution of the Internal Complaints
Committee (ICC) under the POSH Act. In line with
statutory requirements, disclosures for the financial
year include details relating to complaints received,
complaints disposed of, and cases pending beyond
the stipulated timelines (90 days). All matters
reported during the year were handled in accordance
with the prescribed statutory procedures and the
Company's POSH framework and that there was no
case pending beyond 90 days.

During the year, one POSH case was reported under
the Act. The case was investigated and closed by
the Internal Complaints Committee in adherence to
statutory guidelines and internal policy.

The Company continues to strengthen awareness
and capacity building through targeted POSH training
and sensitization initiatives covering employees,
managers, ICC members, HR, and enabling teams.
These efforts are further reinforced through a
mandatory POSH e learning program for all new
joiners, ensuring awareness of rights, responsibilities,
and available reporting mechanisms from the start
of employment.

POSH related communication, including policy
guidance, awareness material, and legal updates, is
shared regularly through internal platforms to ensure
continued engagement and understanding. Details
of ICC members are made easily accessible across
locations through physical and digital channels,
reinforcing transparency and approachability.

Employees may raise concerns through multiple
confidential reporting channels, including a dedicated
POSH email ID and the VERA App, a digital reporting
platform. During the year, the Company completed
registration on SheBox, the Government of India's
platform for reporting workplace sexual harassment
complaints, strengthening external reporting avenues
alongside internal redressal mechanisms.

The POSH Policy was updated during the year to reflect
evolving statutory requirements and organizational
practices. The Company continues to periodically
review and refine its policies and processes to ensure
they remain current, compliant, and effective, while
delivering fair and timely outcomes for employees.

37. SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS / PROCEEDINGS

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.

Further no application against the Company has
been filed or is pending under the Insolvency and
Bankruptcy Code, 2016, nor has the Company
done any one-time settlement with any Bank or
Financial institutions.

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 III.

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 V.

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. VALUATION FOR ONE TIME SETTLEMENT

There was no instance of one time settlement with
any bank or financial institution.

41. COMPLIANCE WITH MATERNITY BENEFIT ACT,
1961

The Company is compliant with the applicable
provisions of the Maternity Benefit Act, 1961 and has
policies, systems and processes in place to ensure
ongoing compliance.

42. VIGIL MECHANISM

The Whistleblower policy has been formulated
for Directors and employees of the Company to
report concerns about unethical behavior, actual
or suspected fraud or violation of the Tata Code of
Conduct. The said policy is available onhttps://www.
tatatechnologies.com/in/corporate-governance/

43. 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/

44. 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 for
details on transfer of unclaimed/unpaid amount/
shares to IEPF.

IEPF Saksham Niveshak Campaign

The Company undertook a 100-day investor
awareness campaign "Saksham Niveshak", as
initiated by the Investor Education and Protection
Fund Authority (IEPFA), Ministry of Corporate Affairs,
during the period from July 28, 2025 to November
6, 2025.

The Company has also initiated actions under the
second Saksham Niveshak Campaign which started
from April 1, 2026.

45. NFRA - TCWG

The National Financial Reporting Authority (NFRA)
vide circular dated 7^th January 2026 provided all
Listed entities, under NFRA Rules, 2018, and Auditors
of the said Companies to setup an Effective
Communication Between Statutory Auditors and
Those Charged With Governance (TCWG), Including
Audit Committees. The Circular emphasizes the
importance of timely and structured communication
through out the audit cycle to strengthen governance
oversight and enhance audit quality.

The Charter for the TCWG will establish a formal,
documented framework for two way, timely, written
and appropriately communication between the
Statutory Auditors and TCWG, including the Audit

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.