2. OPERATING RESULTS & BUSINESS PERFORMANCE

On Consolidated basis, the Group recorded an increase in revenue from operations by 1.0%. The Revenue from Operations increased to H 5,168.45 crore during FY 2024-25 compared to H 5,117.20 crore of the previous year. The revenue from sale of Services increased by 1.0% to H 4,027.36 crore in FY 2024-25 compared to H 3,986.64 crore in FY 2023-24. Technology Solutions revenue increased by 0.9% to H 1,137.02 crore compared to H 1,126.57 crore during the previous financial year.

On Standalone basis, the Operating revenue of the Company recorded an increase of 10.7% during FY 2024-25 over previous year. The Revenue from Operations increased to H 3,024.47 crore during the FY 2024-25 compared to H 2,732.09 crore during the previous year. The revenue increase on standalone basis mainly consists of increase of 14.2% in sale of Services to H 2,190.56 crore, while sale of Technology Solutions increased by 2.5% to H 830.36 crore.

During the year under review, the Company has received a dividend amounting to H 390.01 crore from its subsidiary.

On Consolidated basis, the Group earned a Profit Before Tax (PBT) of H 921.40 crore during FY 2024-25 compared to H 932.05 crore during the previous year registering a decrease of 1.1%. The Profit After Tax (PAT) decreased by 0.4% to H 676.95 crore in FY 2024-25 compared to H 679.37 crore in the previous financial year.

On Standalone basis, the PBT increased by 23.3% to H 1,010.19 crore in FY 2024-25 compared to H 819.43 crore in the previous year. The PAT increased to H 849.12 crore in FY 2024-25 compared to H 687.39 crore during the previous year.

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

3. DIVIDEND

Dividend Distribution Policy

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

(''SEBI LODR''), the Board of Directors of the Company had formulated a Dividend Distribution Policy. The policy is available on the Company's website: https://www.tatatechnologies.com/in/

corporate-governance/ The Board of Directors have recommended a final dividend of H 8.35 and a one-time special dividend of H 3.35 per share. The total proposed dividend for the year ended March 31, 2025, amounted to H 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 16, 2025. The said dividend, if approved by the Members, would involve a cash outflow of H 474.63 Crore, resulting in a payout of 55.90% of the standalone net profit of the Company for FY 2024-25.

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

4. RECORD DATE

The Company has fixed Monday, June 16, 2025 as the "Record Date" for determining entitlement of Members to final and special dividend for the financial year ended March 31, 2025, 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, 2025, 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 behavioural competencies in FY 2024-25, empowering employees with future-ready skills and leadership capabilities. The Company's TechVarsity delivered over 750 technical modules, reaching 9,500 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. Collaborations with

Team iGET-iT enabled enterprise skilling, leveraging platforms like LMS iGET-iT, NASSCOM Future Skills Prime, and LinkedIn Learning. Partnerships were established with COEP Technological University, Pune, and the University of Warwick, UK. Next-gen learning programs in GEN AI, SDV, and Cybersecurity saw employees clocking over 64,000 hours, strengthening critical skills for organizational growth.

The Company remains committed to building a robust leadership pipeline through structured development programs. Under the flagship LeaderBridge Academy, LeaderBridge Prime for senior leaders was successfully completed by 40 participants, while the LeaderBridge FuEL program engaged 40 top talents at mid management, equipping them for future leadership roles. Advanced leadership programs from TMTC, including Blue Mint (for early career talent), Sustain X - Sustainability Leadership Series, TGELS-Tata Group Executive Leadership Seminar, and TGSLS - Tata Group Strategic Leadership Series, were deployed to enhance managerial capabilities. The signature LEAP manager development online learning journey saw 1,241 managers successfully complete the program, strengthening leadership effectiveness across the organization.

Workforce Planning played a significant role in identifying critical roles and successors, while competency assessments were conducted for senior leaders to identify the top 200 talent across the global organisation. Talent Review Forums conducted ensured a culture of fairness and meritocracy in growth and promotion decisions. The Company continues to empower employees through growth-enabling frameworks, including Career Path & Competency Framework, Internal Job Postings (IJP), and GROW programs, supporting career progression and skill enhancement. The Competency and Career Path Framework, now integrated into key processes, supports senior leadership hiring, training need identification, and competency-based feedback during Mid-Year Connect. Together, these initiatives reflect the company's commitment to excellence, leadership development, and innovation, fostering a culture of continuous learning and professional growth.

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%, 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. In 2024-25, 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 began the year with Fireside Chat sessions featuring our women employees—safe, open spaces for them to share their stories, challenges, and aspirations. These sessions helped our leadership gain deeper insight into the lived experiences of our workforce and enabled the development of stronger, more empathetic support systems.

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.

In 2023-24, the Company introduced the LeaderBridge Wings program to support mid-career women professionals in enhancing their capabilities and preparing for leadership. Through structured upskilling and mentorship by senior leaders, several participants successfully transitioned into new roles in 2024-25, marking a proud milestone in our commitment to career growth.

REIGNITE Program was launched in 2023-24 with a strong platform of training and internship for women engineers on career break, thereby enabling them to restart their professional journey. The program helped TTL to build a steady pipeline of ready pool of engineers, upskilled in the latest technology, to be leveraged by TTL and industry at large. Last Year REIGNITE 1.0 was launched in the ER&D roles. 15 top-performing candidates from that cohort were successfully hired in various forms of engagements, which is a true testament to the program's value and impact. The outcome of 1.0, encouraged us to come up with REIGNITE 2.0 in 2024-25, this time in Digital

Enterprise roles. 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 behavioral training. Those who succeed will move to the Engage stage, a one-month internship with dedicated mentorship, leading to full-time opportunities with us or other organizations. REIGNITE continues to reaffirm our commitment to enabling second career opportunities for women on career breaks.

In another key step this year, the Company updated and enhanced the scope of Creche benefit policy to expand support for working mothers.

This year, the Company 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 VivaEngage, 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.

The year 2024-25 has been one of momentum and measurable progress. Through programs like SHEros, LeaderBridge Wings and REIGNITE and through policy enhancements and active engagement, we have deepened our commitment to creating a workplace where equity is embedded, and diversity is embraced. As we look to the future, we remain dedicated to expanding these efforts, nurturing inclusive leadership, and ensuring that every individual—regardless of background—can thrive and lead.

7. BUSINESS EXCELLENCE AND QUALITY INITIATIVES

The Tata Business Excellence Model ("TBEM") is a cornerstone of your Company's commitment to organizational excellence. TBEM provides a structured framework for assessing and enhancing performance across various facets of the Company, including processes and outcomes across leadership, strategy, customer focus, operations, and workforce engagement. By aligning with TBEM, your Company ensures that its processes and practices

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:

• Quality Management Systems: ISO 9001:2015

certification for its facilities in Hinjawadi,

Pimpri, JKII, SEZ Blueridge, Thane, Jamshedpur, Bengaluru - Aurbis & Salarpuria, Gamersheim, EIDC (UK), Romania, and Sweden locations.

• Aerospace Quality Management System:

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

• Information Security Management System:

ISO 27001:2013 2022 for its facilities in JKII, Hinjawadi, SEZ Blueridge - locations of Pune and Detroit (USA), UK EIDC, Bengaluru - 315 Salarpuria, Toulouse, Hamburg & EIDC (UK)

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

• 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, 2025, the Authorised share capital of the Company was H 350.70 crore divided into 175 crore Equity shares of H 2 each and 7 lakh

0.01% Cumulative Non-participative Compulsorily Convertible Preference Shares of H 10 each. The Paid-up Equity share capital as on March 31, 2025 was H 81.13 crore comprising of 40.56 crore Equity shares of H 2 each. During FY 2024-25, the Company has not issued any shares, securities / 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 longterm and short-term banking facilities.

10. MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION

There have been no material changes affecting the financial position of the Company, after the close of FY 2024-25 till the date of this Report.

11. CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company and its subsidiaries for FY 2024-25 have been prepared in compliance with the applicable provisions of the Companies Act, 2013 ("the Act") and as stipulated under Regulation 33 of SEBI LODR as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The audited consolidated financial statements together with the Independent Auditor's Report thereon form part of this Annual Report.

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

Further, pursuant to the provisions of Section 136 of the Act, the Company will make available the said financial statement of the subsidiary companies upon a request by any Member of the Company or its subsidiary companies. These financial statements of the Company and the subsidiary companies will also be kept open for inspection by any member. The members can send an e-mail to investor@tatatechnologies.com upto the date of the AGM and the same would also be available on the Company's website: https://www. tatatechnologies.com/in/investor-relations/

12. SUBSIDIARY COMPANIES AND ASSOCIATE

The Company has 11 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 March 2020. 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.

On April 2, 2024, the Company signed an Agreement with BMW Holding B.V., Netherlands. In pursuance of this, the Company incorporated a wholly owned subsidiary BMW TechWorks India Private Limited ("BTIPL") on July 31, 2024. BMW Holding B.V., Netherlands completed its investment in the share capital of BTIPL on October 8, 2024. Consequently, BTIPL ceased to be the wholly owned subsidiary of the Company and is now an Associate entity.

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

corporate-governance/.

13. RISK MANAGEMENT

In FY 2024-25, Tata Technologies enhanced its risk management policy and process in response to a rapidly changing geopolitical, economic, climate, and technological landscape. The Company launched the ERM 2.0 initiative to strengthen its risk management framework, guided by ISO 31000:2018 and COSO 2017 principles.

Key Objectives of ERM 2.0

• Build a Culture of Risk Management: Foster organizational resilience.

• Protect and Expand Business Achievements: Safeguard and grow business success.

• Create Value: Exploit risks to improve sustainability and performance.

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

Governance Structure

Risk Management Committee ("RMC"): Oversees the risk management policy and framework, ensuring robust processes and systems.

Management Oversight Council ("MoC"): Comprising the CEO, COO, and CFO, the MoC reviews critical risks with the Enterprise Risk Officer ("ERO") and Risk Champions ("RC").

Managing risks associated to business and function to deliver business results is an integral part of management culture at Tata Technologies.

Pillars of the ERM Framework

1. Culture of Risk Management with Robust Governance:

• Continuous scanning of priorities and external factors.

• Regular reviews of risk profiles and mitigation strategies.

• Transparent communication with stakeholders.

2. Risk Identification:

• Collaboration with clients, consulting reports, government bodies, and industry associations.

• Monitoring emerging situations and identifying internal and external risks.

3. Risk Prioritization:

• Regular reviews by the MoC to evaluate the impact, likelihood and time it will take to affect the business.

• Setting priorities and building a risk-aware culture.

4. Risk Mitigation:

• Risk Avoidance: Avoiding activities with unacceptable risk levels.

• Risk Reduction: Implementing controls to reduce risk likelihood or impact.

• Risk Transfer: Using insurance or contractual agreements.

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

5. Integration of Mitigation Actions:

• Regular updates to policies and processes.

• Training programs to embed risk management into business operations.

Digitization

The risk management framework is digitized to enhance visibility, collaboration, and effective communication of identified risks and progress against mitigation actions.

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

2028. The Central Government has approved the re-appointment on January 8, 2025.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2025, are:

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

16. BOARD MEETINGS

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

17. BOARD EVALUATION

The Company has adopted the Tata Group Governance Guidelines that provide detailed process for the evaluation of Board performance. The Board of Directors has accordingly conducted an annual assessment of its own performance, Board committees, and individual directors pursuant to Section 134(3)(p) of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014 and SEBI LODR.

The Board has sought inputs from all the directors based on the criteria such as Board composition and structure, effectiveness of Board processes, information and functioning etc. Since FY 202122, the Company has adopted an automated tool to make the evaluation process objective, which provides for a simple and secure system accessible only to the members of the Board / committees along with a comparative multi-year view of the board evaluation feedback.

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

In a meeting of independent directors held on February 28, 2025, the performance of NonIndependent 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. Your Company has also adopted well thought out and structured delegation of authority and segregation of duties for its operations to provide reasonable assurance in regards 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.

Your Company uses a globally deployed enterprise resource planning ("ERP"), iPMS ("integrated project management system"), RippleHire ("Resource planning") and other business management softwares for specific objectives which connects all parts of the organization, to record data for accounting, consolidation and management information purposes in alignment with acceptable global best practices. M/s. B S R & Co. LLP, the statutory auditors of the Company have audited the financial statements included in this annual report and have issued their report on the Company's internal control over financial reporting.

M/s. Genpact Enterprise Risk Consulting LLP and the 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 periodically reviews the adequacy of the internal control systems. Key observations and recommendations are communicated to the management, and the management takes appropriate corrective measures as deemed fit to maintain the efficiency and effectiveness of the internal controls.

20. AUDIT AND OTHER COMMITTEES

The Audit Committee comprises of three NonExecutive, 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 2024-25 are given in the Report on Corporate Governance, which forms a part of this Report. Further, during the year under review, all recommendations made by the various Committees have been accepted by the Board.

21. STATUTORY AUDITORS

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

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

22. SECRETARIAL AUDIT REPORT

Pursuant to Regulation 24A(1)(b)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and on recommendation of the Board of Directors of the Company, it is proposed to appoint M/s. J. B. Bhave & Co., Practicing Company

Secretaries, as the Secretarial Auditors of the Company to hold office from the FY 2025-26 to FY 2029-30, subject to the approval of the members at the ensuing AGM.

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 202425 is annexed to this report as Annexure III. There are no qualifications, reservations/observations in the said Report.

23. INTERNAL AUDITORS

Your Company's Internal Audit framework is designed to meet internal governance standards and comply with Section 138 of the Companies Act, 2013 and SEBI LODR. The Audit Committee has appointed M/s. Genpact Enterprise Risk Consulting LLP as the internal auditors to ensure independence and incorporate industry best practices. The Genpact audit team collaborates with your Company's internal audit team and business process heads to audit business controls and compliances, with quarterly presentations made to the Audit Committee.

24. COMPLIANCE AUDITORS

To strengthen its compliance process, the Company has implemented "iComply" compliance management system across its global operations. This helps timely tracking of applicable compliances, assignment of responsibility, ensure timely required actions and help verify compliance. M/s. Genpact Enterprise Risk Consulting LLP, as the compliance auditor also undertakes a compliance review for the Company in addition to its mandate as internal auditors.

25. COST RECORDS

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

26. LOANS AND INVESTMENTS

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

27. PUBLIC DEPOSITS

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

28. RELATED PARTY TRANSACTIONS

All contracts/ arrangements/ transactions entered by the Company during the FY 2024-25 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 H 1,000 crore or 10% of the annual consolidated turnover as per the last audited financial statement whichever is lower, would be considered as material and would require members' approval. In this regard, during the year under review, the Company has taken the necessary members' approval. 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 2024-25 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 2024-25, 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 2024-25, 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

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

The Company's approach is to leverage technology knowledge, industry expertise and

available on the Company's website https://www. tatatechnologies.com/in/corporate-governance/

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

CONSERVATION OF ENERGY INITIATIVES

During the year under review, the Company worked on various eco-efficiency measures to promote sustainability and reduce its carbon footprint. The Company implemented the best practices to improve its operations and reduce its environmental impact.

Energy savings:

During the year, the Electrical Energy consumption of 7,473 MWh across India locations is 8.65% lower than the pre-pandemic (FY 2019-20) consumption, which is partially attributed to the hybrid working practice adopted by the Company. However, an increase of 19% in employees' footfall to the offices and office space expansion of 11% at Pune and Bangalore compared with previous years (FY 202324), has resulted in increased energy consumption by 6.60% compared with FY 2023-24.

Many energy conservation measures (ECM) and initiatives were undertaken during the year, which included solar streetlight at corporate office, CFL replacement with LED and upgradation of APFC panels.

Water saving measures:

Total water consumption during the year was 111,657 KL across all India key locations. During the year, 10% (11,063 KL) of total water consumption was recycled, reused for flushing and gardening.

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

• Cooking gas at Cafeteria and guest house (LPG) were replaced with PNG, which is more environmentally friendly. It has contributed 14% of CO2 emission reduction than LPG.

• 352 CFL lights fittings were replaced with LED fitting. Resulting in reduction of 13,583 Kgs carbon footprint.

• Solar streetlights were installed and this helped us to reduce 1,911 Kg CO2 emissions.

• 2 EV Cars purchased last year, resulted in reduction of diesel consumption and carbon emission by 9.46 tCO2.

• EV Charging Station: 5 charging points were installed. Four wheelers - 2 and Two wheelers - 3. Each charging point is used for approx. 5:00 hours a day.

• 85 plastic water jars were reused as plants pots, resulting in reduction of total carbon footprint of 201 Kg.

• 539 Kg of MS scrap (Pipes and sheets) was reused for creating scrap yard boundaries, shade for water coolers, brackets and support for air curtains and chamber cover resulting in reduction of 893 Kgs carbon footprint.

• Across India, 17.23 tons e-waste was disposed during the year including IT materials and UPS batteries through Pollution Control Board approved local recycling vendor.

• OWC Plant: Food waste of 13.08 tons was converted to compost/ manure and used in the campus for gardening.

• Incineration of 396 kg biomedical waste during the year was done through local authorized vendors.

• By eliminating the use of paper cups at two of our sites at Pune, we have successfully reduced paper consumption by 1,133 kg. This initiative not only supports our sustainability goals but also demonstrates our commitment to reducing single-use items and minimizing environmental impact. Potentially saved around 15 trees from being cut down.

Additionally as a part of sustainable initiative, 45 plants were planted in last financial year at our corporate office making the area more cleaner and greener.

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

TECHNOLOGY ABSORPTION

The Company remains dedicated to digital transformation, focusing on enhancing employee experiences, customer satisfaction and optimizing operational efficiency. Over the past year, we have made significant investments in digital tools and platforms to improve employee engagement, talent acquisition, project management, budget controls, skill management, and process automation. These efforts have led to the deployment of industryleading solutions across various functions, ensuring seamless integration of digital technologies to drive innovation and productivity.

Additionally, as part of the data first approach, we have implemented enhanced business analytics dashboards across corporate and delivery functions. This empowers key business users to make informed decisions and fosters continuous improvement. Executive dashboards have been enabled for the leadership team to provide timely actionable insights for quick decision making. In pursuit of data excellence, we have set up a data office to leverage the data insights to create a competitive advantage for the Company. This is based on the Tata Data Excellence framework. Adequate training is being imparted to key employees on this framework to propagate it across the organisation.

AI is at the core of IT development. Your Company is leveraging AI tools not only in its IT development processes but also to enable business processes to improve employee productivity and optimize the business processes. An AI powered chatbot ELSA - Employee Listening and Support Assistant has been deployed to communicate effectively with the employees. Other examples include smart resume that enable employees to update their resumes in real time thereby making the fitment of skills to the project requirements easier and faster.

To enhance the speed and effectiveness of information security decision-making, we created an Information Security dashboard based on the Tata Cyber Excellence framework released in 2023. This dashboard includes key metrics related to coverage, remediation efficiency, risk exposure rate, and time to event.

The Company has also added the Hinjawadi delivery location to the TISAX certification scope to strengthen data protection and compliance commitments to our customers. These certifications provide confidence to customers and demonstrate our commitment to continuous improvement in information security.

Your Company has successfully completed several key enhancements on the application side. The SAP workload has been migrated from on-premise to Azure, improving system performance and scalability. Host-to-host bank connectivity has been established with all major transactional banks, enabling secure and real-time payment processing. Payroll has been integrated with the PeopleStrong platform to streamline salary processing and reduce manual work.

In our pursuit of process simplification, the Company has undertaken multiple initiatives to streamline

approvals in key business processes. Business applications have been enhanced to align with the evolving needs of our core processes, such as People Supply Chain Management, Skill Management, and project planning and control. To enhance employee experience and facilitate easy application access, the Tata Technologies Application Store has been integrated within Microsoft Teams, allowing employees to access relevant applications directly from their Teams workspace on various devices. Sales process is key to customer acquisition and retention. Therefore, as part of the mobile first policy, all sales processes have been enabled on mobile devices and seamlessly integrated with MS Outlook. Also, the sales process is being simplified as part of the Sales transformation program.

To accelerate IT solution delivery, the Company has leveraged a low-code platform, enabling the development team to design and deploy solutions for effective management of IT assets, business continuity processes, and the Project Health and Quality Index ("PHQI").

To improve the employee onboarding experience, the Company has significantly enhanced the process through multiple automation initiatives, resulting in improved data quality and reduced process cycle time. As part of our green energy initiatives, we have set up a next-generation data center with smart rack solutions for power and cooling optimization. These improvements include optimizing our software-defined platform, enhancing server capacity, and deploying new backup solutions, cloud backups, and cross-site data replication.

The Company has also automated network device backups to streamline processes, reduce manpower, and eliminate human error. Improvements in Wi-Fi quality and strategic infrastructure enhancements at some offices have greatly enhanced user connectivity and end-user experience. The successful deployment of multiple ODCs has boosted business performance and ensured client commitment and compliance.

Enhanced proactive monitoring and security measures have been deployed to secure the IoT environment, blocking traffic towards unidentified destinations. To ensure robust continuity of operations, the Company has implemented failover techniques in line with industry standards, safeguarding against any single point of failure across all three SEZ locations' data centers and hub rooms' core switches. Leveraging AI for firewall management streamlines operations and ensures

optimal performance. Adopting managed services from ISPs reduces administrative overheads and simplifies hardware upgrades, resulting in cost efficiency. The Company has also initiated network device refreshes at multiple office locations in India and Europe, leading to resilient connectivity, minimized downtime, and better compliance.

The cyber security framework has been strengthened with newer security tools that provide enhanced firewall protection and device isolation, and Arcon PIM/ PAM solutions have been deployed to strengthen the security landscape. This deployment is a critical step in safeguarding our sensitive data and IT infrastructure from unauthorized access and potential breaches. With these tools, RealTime Monitoring and Auditing and Multi-Factor Authentication ("MFA") have been enabled. This ensures fool proof security and on demand access to reports for compliance to policies.

We have enhanced our Vulnerability Assessment and Penetration Testing ("VAPT") activities to identify and mitigate security vulnerabilities across our IT applications, infrastructure and network. This proactive approach is essential for maintaining a robust security posture. Regular VAPT activities help ensure compliance with industry standards and regulations, such as ISO 27001, PCI-DSS and GDPR. This not only protects our data but also builds trust with our stakeholders. The IT security and data policies have also been updated to comply with Digital Personal Data Protection Act, 2023.

FOREIGN EXCHANGE EARNINGS & OUTGO

The total foreign exchange earnings during the year were H 1,352.29 crore (previous year H 1,255.52 crore) and foreign exchange outgo (including imports) were H 14.60 crore (previous year H 21.59 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

In 2024-25, our organization deepened its commitment to business ethics as a critical pillar of our culture and governance. Ethics is not just a compliance measure, it is embedded in our day-to-day decisions, leadership accountability, and employee trust. This year, we introduced and enhanced several key initiatives to strengthen our ethics ecosystem, expand participation, and bring transparency to the forefront.

We launched Leadership in Business Ethics ("LBE") Survey—a bi-annual, perception-based, independent survey aimed at understanding how ethics is experienced across all levels. It covered employees, associates and value chain partners (included for the first time). The survey assessed five critical dimensions: Leadership Engagement, Environment for Ethics, Awareness and Training, Ethics Counsellor's Role and Systems and Processes. The LBE survey helped us identify key areas of improvement, particularly where awareness or systems needed strengthening. A comprehensive action plan was created and shared with ELT members, and implementation has already commenced. These improvements will enhance ethics training and communication, strengthen escalation and reporting mechanisms, equip ethics counsellors with more tools to act effectively.

Compared to our 2022 baseline, we observed a massive positive shift in scores across all segments, particularly among associates and value chain partners. The participation rate also increased significantly, showcasing growing trust and involvement in ethical governance across the ecosystem.

To foster transparency and instill confidence, we introduced a dashboard-driven reporting system for all ethics cases filed. These dashboards are shared with Ethics Committee members and help to highlight the nature of cases, actions taken, and resolution timelines serve as a clear message that no ethical violation is overlooked, regardless of role or location. This initiative has contributed to enhanced awareness, stronger accountability, and a visible commitment to ethical practices.

To enhance participation and awareness around ethics, we launched two major employee engagement initiatives this year: Ethics Quiz Competition - an Ethics Quiz conducted through our internal platform Viva Engage, receiving a tremendous number of nominations. The quiz not only tested awareness on ethics policies, Tata Code of Conduct (TCoC), and real-life scenarios, but also revealed a high level of understanding among employees about ethical

values and principles. The enthusiastic participation reaffirmed that ethics is truly being embedded into our day-to-day thinking and practices.

After the Quiz Competition, Tata Technologies Ethics Case Study Competition was launched which was in line with the Group Level Annual Competition held. The Competition saw 15 crossfunctional teams enrolling, each comprising 3 to 5 members, across departments and geographies. To support and prepare employees participating in the Ethics Case Study Competition at the group level, we organised a dedicated Ethics Boot Camp. This program provided teams access to a range of ethics learning resources, including case study videos from the Tata Group and recordings of winning entries from previous years. Senior leaders and subject matter experts from TTL mentored the teams, guiding through various perspectives on ethical dilemmas. Additionally, we created a group cohort on our internal communication platfrom, allowing participants to share ideas and collaborate effectively. To further enhance they readiness, we arranged trial sessions with members of our ELT, helping teams prepare for the final rounds at the Tata Group level.

In 2024-25, we expanded our Ethics Committee, inviting fresh nominations from the leadership team. This expansion has helped us increase global representation, infuse diverse perspectives into ethical governance and ensure balanced and inclusive decision-making.

A bigger committee brings more context, cultural understanding, and consistency in upholding ethical standards across business verticals and geographies.

Our journey in 2024-25 reinforces the belief that ethical culture drives sustainable performance. Through proactive surveys, transparent practices, global governance, and leadership accountability, we are creating a workplace where integrity is lived, not just expected.

As we move forward, we remain committed to being an organization where ethics is not an option, but the foundation of everything we do.

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 H 2 each. The Exercise Price for Class A Stock Options (Performance Stock Options) is H 2 and Class B Stock Options (Employee Stock Option Plan) is at Fair Market Value being the latest available closing price on a recognized Stock Exchange on which the shares of the Company are listed on the date immediately prior to the date of grant approved by the Board. If such shares are listed on more than one recognized stock exchanges, then the closing price on the recognized stock exchange having higher trading volume shall be considered as the market price. The scheme is administered by the Board of Directors of the Company directly. The Board may authorize the Nomination and Remuneration Committee ("NRC") of the Board to operate and administer the scheme.

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

During the year, there were no further grants. None of the Class A Stock Options (Performance Stock Options) and Class B Stock Options (Employee Stock Option Plan) vested or any shares were allotted during the year.

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

36. PREVENTION OF SEXUAL HARASSMENT

At Tata Technologies, we are firmly committed to maintaining a safe, inclusive, and respectful workplace for all employees. In the financial year

2024-25, the organization complied with all provisions under the The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"), reinforcing our zero-tolerance approach towards any form of harassment. 3 POSH cases were reported under the POSH Act. All cases are currently under investigation by the Internal Complaints Committee, with strict adherence to due process and confidentiality.

Awareness and Training: Multiple awareness campaigns and training sessions were conducted across the year, including dedicated batches for women employees, managers, and all male employees, helping to reinforce sensitivity, accountability, and shared responsibility.

Mandatory Onboarding Training: Every new employee is required to complete a mandatory e-learning course on POSH at the time of joining, ensuring awareness from day one.

Ongoing Communication: Regular POSH-related information, facts, legal updates, and policy highlights were shared through internal platforms to keep all employees informed and engaged.

IC Member Visibility: Details of the Internal Complaints Committee (ICC) members were made available at all offices through AV's and notice boards, ensuring transparency and ease of access for all employees.

POSH Dropbox Initiative: A new initiative launched this year involved setting up POSH Drop boxes across various Indian offices, enabling employees to report complaints confidentially and without hesitation.

Reporting Mechanism: Employees can also raise concerns at any time through our dedicated POSH email ID: poshttl@tatatechnologies.com. which is regularly monitored.

Your Company has filed the POSH annual return within the prescribed timeline, ensuring full regulatory compliance.

Your Company remains committed to creating a workplace where dignity, equality, and safety are non-negotiable. Through continuous education, visible support structures, and a strong reporting framework, we strive to uphold the values of respect and trust across the organization.

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. 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/

41. BUSINESS RESPONSIBILITY ANDSUSTAINABILITY 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/

42. INVESTOR EDUCATION AND PROTECTION FUND

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

43. 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.