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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 principleit 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 excellencethrough 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 principlesto 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 PRAMAANwas 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.
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On behalf of the Board of Directors |
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Ajoyendra Mukherjee |
Date: May 4, 2026 |
Chairman |
Place: Mumbai |
DIN: 00350269 |
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