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Board's Report

TO THE MEMBERS OF

TATA TECHNOLOGIES LIMITED

The Board of Directors present the Annual Report of Tata Technologies Limited ("the Company") along with the audited financial statements for the financial year ended March 31, 2026. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. FINANCIAL RESULTS

The summary of the financial results of the Company for the year ended March 31, 2026, are as follows:

(Rs. in crore)

Particulars

Standalone

Consolidated

2025-26 2024-25 2025-26 2024-25

Revenue from Operations

3,125.50 3024.47 5,505.57 5,168.45

Other Income

312.71 485.52 174.55 124.13

Total Income

3,438.21 3,509.99 5,680.12 5,292.58

Operating Expenditure

2,550.37 2,407.86 4,652.62 4,234.40

Profit before Depreciation, Interest and Taxes*

887.84 1,102.13 1,027.50 1,058.18

Finance cost

12.61 12.71 34.12 19.63

Depreciation

82.11 79.23 144.95 121.21

Profit before Exceptional item, share of profit in equity accounted investee and tax

793.12 1,010.19 848.43 917.34

Exceptional items

83.74 - 107.73 -

Profit before share of profit in equity accounted investees and tax

709.38 1,010.19 740.70 917.34

Share of profit in equity accounted investee

- - 24.02 4.06

Profit before tax (PBT)

709.38 1,010.19 764.72 921.40

Tax expense

138.97 161.07 218.13 244.45

Profit after Tax (PAT)

570.41 849.12 546.59 676.95

* includes Other Income

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 Rs. 5,505.57 crore during FY 2025-26 compared to Rs. 5,168.45 crore of the previous financial year. The revenue from sale of Services increased by 5.7% to Rs. 4,256.30 crore in FY 2025-26 compared to Rs. 4,027.36 crore during previous financial year. Technology Solutions revenue increased by 9.5% to Rs. 1,249.27 crore compared to Rs. 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 Rs. 3,125.50 crore during the FY 2025-26 compared to Rs. 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 Rs. 2,225.94 crore, while sale of Technology Solutions increased by 7.9% to Rs. 899.56 crore.

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

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

On Standalone basis, the PBT decreased by 29.8% to Rs. 709.38 crore in FY 2025-26 compared to Rs. 1,010.19 crore during previous financial year. The PAT decreased by 32.8% to Rs. 570.41 crore in FY 2025- 26 compared to Rs. 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 Rs. 56.82 crore and long-term compensated absences of Rs. 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 Rs. 8.35 per share and a one-time special dividend of Rs. 3.35 per share. The total proposed dividend for the year ended March 31, 2026, amounted to Rs. 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 Rs. 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

Investing 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 Linkedln 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 Al, 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, Al, finance, and enterprise leadership. Customer centric leadership capabilities were enhanced through the CX Bootcamp, with 2 leaders gaining exposure to Al enabled customer experience transformation.

Future ready people, governance, and HR capabilities were developed through HR Nexus (2 leaders), AlinHR 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 LI 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 Al 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. Information 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 Rs. 350.70 crore divided into 175 crore Equity shares of Rs. 2 each and 7 lakh 0.01% Cumulative Non-participative Compulsorily Convertible Preference Shares of Rs. 10 each. The Paid- up Equity share capital as on March 31, 2026 was Rs. 81.20 crore comprising of 40.60 crore Equity shares of Rs. 2 each. During FY 2025-26, the Company has allotted 3,10,791 equity shares of Rs. 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 invest or@ 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.tatatechnolopies.com/in/corporate- governance/.

13. RISK MANAGEMENT

Strengthening Enterprise Resilience Through ERM

2.0 In 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.

In 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. 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 KEYMANAGERIAL PERSONNEL

In 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 at https://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. Qenpact 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 reappointed as the statutory auditors of the Company to hold office from the conclusion of the 28th AGM held on July 1, 2022, until the conclusion of the Company's 33rd 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 "iComply" 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 USER Pune, providing wider access to hands on STEM learning.

Ready Engineer 2.0:

Implemented 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 NT 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 website https://www. tatatechnologies.com/in/sustainabilitv/

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 C02 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 C02 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.

• 17.39 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:

In 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 (Al) 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 Al 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 Al enabled enterprise data lake platform— PRAMAAN—was implemented, as the core data platform and Power Bl 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.

Al enabled talent solutions:

An Al 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 Al 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 Al 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 Rs. 1,059.63 crore (previous year Rs. 1,352.29 crore) and foreign exchange outgo (including imports) were Rs. 47.32 crore (previous year Rs. 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 at https://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 Al-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 Al-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 Rs. 2 each. The Exercise Price for Class A Stock Options (Performance Stock Options) is Rs. 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 TTLSLTI Scheme 2022 to its employees. The Company has allotted 3,10,791 equity shares of Rs. 2 each thereby increasing the paid-up capital by Rs. 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 on https://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 7th 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

Committee and the Board, in accordance with the Companies Act, 2013, the Standards on Auditing SA 260 (Revised) and SA 265 as reiterated by above NFRA Circular.

46. 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.

On behalf of the Board of Directors

Ajoyendra Mukherjee

Date: May 4, 2026

Chairman

Place: Mumbai

DIN: 00350269