In the Income Tax Act, 1961, the Government of India added a new section 115BAA (the "New Tax Regime") on September 20, 2019 through the Taxation Laws (Amendment) Act 2019. This section gave domestic companies the option to pay income taxes at the lower rate (25.17%, inclusive of surcharge and cess) subject to the rules/ conditions outlined in the said section. The company evaluated the underlying assumptions in lights of the business reality and made the decision to choose the new tax regime, which took effect from Financial year 2023-24. The effect of this change had been recognised in tax expense for the year ended March 31, 2024 on effective tax basis. This had resulted in an increase in deferred tax expense of ' 12.22 crore for the year ended March 31, 2024 on account of remeasurement of deferred tax assets.

Note on Buy-back of Shares

The Board of Directors of the Company, at its meeting held on February 11, 2022 had approved a proposal to buyback upto 1,240,122 equity shares of the Company for an aggregate amount not exceeding ' 245.79 crore representing 2.97% of the total paid up equity share capital at ' 1,982 per equity share, which was approved by the shareholders by means of a special resolution through a postal ballot dated March 18, 2022.

A Letter of Offer was sent to all eligible shareholders holding shares as on the record date i.e. March 21, 2022. The offer period i.e. the period for tendering the equity shares for buyback was March 26, 2022 to April 09,

2022. The verification of the applications was completed by the Registrar to the Buyback on April 11, 2022 and payments made to equity shareholders during April 13, 2022 to April 26, 2022. The unaccepted equity shares were returned to eligible equity shareholders on April 13, 2022. Pursuant to the Letter of Offer, the Company had recorded a payable of ' 295.90 crore (including provision for tax on buy-back of ' 50.11 crore) as at March 31, 2022 as Other financial and current liability.

Capital redemption reserve was created to the extent of nominal value of share capital extinguished of ' 1.24 crore in the year ended March 31, 2023.

The Company paid an amount of ' 79.48 crore to Tata Capital Growth fund I, Associate of Group company, on April 13, 2022 and ' 158.96 crore to Alpha TC Holdings Pte. Ltd., towards the consideration for buy-back of its equity shares on April 25, 2022.

Note on share split and bonus of Shares

The Company has increased the authorised share capital from existing 60,000,000 equity shares to 1,75,00,00,000 equity shares of ' 2 each, which was approved by the shareholders by means of a special resolution through a postal ballot dated January 14, 2023.

The Board of Directors of the Company, at its meeting held on December 12, 2022 had approved the sub division of the existing authorised share capital of the company from 60,000,000 equity shares of ' 10 each into 300,000,000 equity shares of ' 2 each, which was approved by the shareholders by means of a special resolution through a postal ballot dated January 14, 2023. The record date for the share split is January 16,

2023. The company had allotted 162,267,412 weighted average number of equity shares of ' 2 each effective January 16, 2023.

(g) Information regarding issue of shares in the last five years

(i) The Company has not issued any shares without payment being received in cash.

(ii) The Company has issued bonus shares.

202,834,265 equity shares of ' 2 each as fully paid bonus shares by capitalisation of profits transferred from security premium amounting to ' 13.14 crore and capital redemption reserve amounting to ' 1.25 crore and general reserve amounting to ' 26.17 crore, pursuant to an ordinary resolution passed after taking the consent of shareholders through postal ballot.

(iii) Equity shares extinguished on buy-back

1,246,665 equity shares of ' 10 each were extinguished on buy-back by the company pursuant to a Letter of Offer made to all eligible shareholders of the company at ' 748 per equity share. The equity shares bought back were extinguished on March 6, 2020.

1,240,122 equity shares of ' 10 each were extinguished on buy-back by the company pursuant to a Letter of Offer made to all eligible shareholders of the company at ' 1,982 per equity share. The equity shares bought back were extinguished on April 20, 2022.

(i) Securities premium account

Securities premium is used to record the premium on issue of shares. The reserve is utilised in accordance with the provision of the Companies Act, 2013.

(ii) Securities Premium identified seperately for consolidation adjustment

During 2010, based on the approval of Shareholders of the Company at the Extra-Ordinary General Meeting held on March 5, 2010 and the Order of the Honourable High Court of Judicature at Mumbai dated April 16, 2010, the Company had utilized balance in the securities premium account to the tune of ' 46.66 crore towards one time charges/cost (including change in accounting policy for provision for doubtful debts) incurred by the Company and its subsidiary companies. The amounts relating to the Company amounting to ' 17.32 crore had been adjusted to the Securities Premium Account. An amount of ' 29.34 crore equivalent to the total amount of adjustments relating to the subsidiaries had been identified and segregated from the balance in the Securities Premium Account for adjustment on consolidation. Of this total adjustment made ' 1.58 crore and ' 16.58 crore relates to provision for doubtful debts of the Company and its subsidiary companies respectively on account of change in accounting policy with regard to provision for doubtful debts.

Consequently, such excess provisions for doubtful debts on account of the said collections have been written back to the Securities Premium Account. The subsidiary companies have realized from doubtful debts upto March 31, 2021'6.18 crore. Accordingly the said amount has been transferred from the Securities Premium identified seperately for consolidated adjustment to Securities Premium Account and the balance amount of ' 23.16 crore (March 31, 2023'23.16 crore) relating to the subsidiaries is continued to be disclosed separately as securities premium account for adjustment on consolidation.

(iii) Capital redemption reserve

As per Companies Act, 2013, capital redemption reserve is created when company purchases its own shares out of free reserves or securities premium. A sum equal to the nominal value of the shares so purchased is transferred to capital redemption reserve. The Company has transferred the amount to Capital redemption reserve from Securities Premium.

(iv) General reserve

The Company has transferred a portion of the net profit of the Company before declaring dividend to general reserve pursuant to the earlier provisions of Companies Act 1956. Mandatory transfer to general reserve is not required under the Companies Act 2013.

(v) Share options oustanding account

The Share options outstanding account is used to record the fair value of equity-settled share-based payment transactions with employees. The amounts recorded in share options outstanding account are transferred to securities premium upon exercise of stock options and transferred to the general reserve on account of stock options not exercised by employees.

(vi) Special Economic Zone Reinvestment Reserve

The Special Economic Zone (SEZ) re-investment reserve is created out of the profit of eligible SEZ unit in terms of the provisions of section 10AA(1)(ii) of the Income-tax Act, 1961. The reserve will be utilised by the Company for acquiring new assets for the purpose of its business as per the terms of section 10AA(2) of Income-tax Act, 1961.

(vii) Retained earnings

Retained earnings comprises of the Company's undistributed earnings after taxes.

(i) Statutory bonus at the revised rates pertaining to year retrospective to the notification dated on 01.01.2016 (i.e. from 01.04.2014 to 31.12.2015) was not provided pending similar cases contesting retrospective applicability of the said notification in various Honourable High Courts. During November 2016, considering the industry practices, the management after internal deliberations decided to and has paid the incremental bonus covering the fiscal year of the said notification i.e. from 01.04.2015 to 31.12.2015 aggregating to ' 5.55 crore, which has been presented as exceptional item in the financials for the year ended 31.03.2017. The incremental bonus for the FY 2014-15 is continued as contingent liability pending similar cases contesting retrospective applicability of the said notification in various Honourable High Courts.

(ii) The Company has ongoing disputes with Income Tax Authorities relating to tax treatment of certain items. These mainly include disallowed expenses for Corporate tax, the tax treatment of certain expenses claimed by the Company as deductions and the computation of certain allowances.

(iii) Service Tax Department had raised demand amounting to ' 5.11 crore (for the period April 08 to September 08 - ' 1.57 crore and for the period October 08 to September 09 - ' 3.54 crore) for delay in filing the prescribed declaration for availing cenvat credit. Aggrieved by the order, company had preferred an appeal with CESTAT. The appeal was decided in favour of the company during January 2016. Subsequently service tax department filed an appeal with High Court in 2017. The case being question of law, the High Court admitted the appeal in December 2018. Considering the merit of the case, confirmation of demand is likely to be remote, hence contingent liability has been disclosed to the tune of ' 18.43 crore (March 31, 2023: ' 17.65 crore) consisting of demand of ' 5.11 crore and interest and penalty of ' 13.32 crore (March 31, 2023: ' 12.54 crore).

(iv) It is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the above pending resolution of the respective proceedings as it is determinable only on the receipt of the judgements/ decisions pending with various forums/authorities.

(v) The Company does not expect any reimbursements in respect of the above contingent liabilities.

28 (b) The Hon'ble Supreme Court of India ("SC") by their order dated February 28, 2019, set out the principles based on which allowances paid to the employees should be identified for inclusion in basic wages for the purposes of computation of Provident Fund contribution. Subsequently, a review petition against this decision has been filed and is pending before the SC for disposal.

Pending the outcome of the review petition and directions from the EPFO, the impact for past periods, if any, is not ascertainable and consequently no financial effect has been provided for in the financial statements. The Company has given effect on a prospective basis, from the date of the SC order.

29 Segment Reporting

Where a financial report contains both consolidated financial statements and separate financial statements of the parent, segment information needs to be presented only in case of consolidated financial statements. Accordingly, segment information has been provided only in the consolidated financial statements.

30 Employee benefit plans

The Company's contribution to defined contribution plan for each reporting year ended has been recognised in the statement of Profit and Loss as follows:

The current service cost and the net interest expense for the year are included in the 'Employee benefits expense' line item in the standalone statement of profit and loss.

The remeasurement of the net defined benefit liability is included in other comprehensive income/(loss).

No other post-retirement benefits are provided to these employees.

In respect of the plan in India, the actuarial valuation of the plan assets and the present value of the defined benefit obligation are carried out for March 31, 2024 by Willis Towers Watson, Fellow of the Institute of Actuaries of India. The present value of the defined benefit obligation, and the related current service cost and past service cost, are measured using the projected unit credit method on a proportionate basis.

The fair value of plan assets are majorly balance mix of investments in government securities and other debt instruments. The Trust activities are managed by mix of professional employees representing management and employees.

In the Income Tax Act, 1961, the Government of India added a new section 115BAA (the "New Tax Regime") on September 20, 2019 through the Taxation Laws (Amendment) Act 2019. This section gave domestic companies the option to pay income taxes at the lower rate (25.17%, inclusive of surcharge and cess) subject to the rules/ conditions outlined in the said section. The company evaluated the underlying assumptions in lights of the business reality and made the decision to choose the new tax regime, which took effect from Financial year 2023-24. The effect of this change had been recognised in tax expense for the year ended March 31, 2024 on effective tax basis. This had resulted in an increase in deferred tax expense of ' 12.22 crore for the year ended March 31, 2024 on account of remeasurement of deferred tax assets.

Capital losses pertain to A.Y. 2015 - 2016 ' Nil crore (A.Y. 2015 - 2016'1.26 crore for March 31, 2023). Deferred tax asset was not recognised on unused capital losses since there was lack of reasonable certainity of taxable capital profits to utilize this deferred tax asset. The losses can be carried forward for a period of 8 years as per local tax regulations.

(v) Changes in tax rate - The applicable Indian statutory tax rate for the financial year 2023-24 is 25.17% and financial year 2022-23 is 34.94%.

33 Capital Management

(a) Risk Management

The Company's objectives when managing capital are to:

- safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and

- maintain an optimal capital structure to reduce the cost of capital.

As there is no debt in Company, hence the debt ratio is not applicable.

No changes were made in the objectives, policies or processes for managing capital of the Company during the current year and previous year.

34 Employee Stock Option Plan (ESOP)

Share based long term incentive scheme 2022 (SLTI 2022)

On July 01, 2022, pursuant to approval by shareholders in Annual General Meeting, the board has been authorised to introduce, offer, issue and provide share based incentives to eligible employees of the company and its subsidiaries under Share based long term incentive scheme 2022 (SLTI 2022). Further the SLTI 2022 was ratified by the shareholders through special resolution through postal ballot on March 15, 2024. The maximum number of shares under plan shall not exceed 2,800,000 equity shares. The options would vest on achievement of defined performance parameters as determined by Nomination and Remuneration committee. The performance parameters are based on operating performance metrics of the company as decided by Nomination and Remuneration committee. Each of the performance parameters will be distinct for the purpose of calculation of the quantity of the shares to vest based on performance. The instruments generally vests within three years from grant date. Each option carries with a right to purchase one equity share of the Parent Company at exercise price determined by Nomination and Remuneration committee at the time of grant.

The employee stock compensation cost under SLTI 2022 has been computed by reference to the fair value of share options granted and amortised over the vesting year. For the year ended March 31, 2024, the company has accounted for employee stock compensation cost (equity settled) amounting to ' 2.36 crore (March 31, 2023: ' 1.06 crore). (Refer note 23 Employee Benefit Expense). The Company has recharged the amount of ' 1.18 crore for the year ended March 31, 2024 (March 31, 2023: ' 0.67 crore) to subsidaries on account of the employee stock compensation cost for eligible employees of the subsidaries.

35.1 Categories of financial instruments

The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.

35.2(a) Fair Value Hierarchy

This section explains the judgements and estimates made in determining the fair values of the financial instruments that are recognised and measured at fair value.

To provide an indication about the reliability of the inputs used in determining fair value, the company has classified its financial instruments into three levels prescribed under the accounting standard. An explanation of each level follows underneath the table.

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes mutual funds that have quoted price.

Level 2: Fair value of financial instruments that are not traded in an active market (for example, traded bonds, over the counter derivatives) is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable data, the instrument is included in level 3. This is the case for unlisted equity securities, contingent consideration and indemnification assets.

35.2(b) Valuation technique used to determine fair value

The following methods and assumptions were used to estimate the fair value of the level 2 financial instruments included in the above tables:

1. Investments in mutual funds: The fair value is derived based on the closing Net Asset value published by the respective mutual fund houses.

2. Derivative instruments: The fair value is derived based valued using the forward pricing valuation technique, using present value calculations.

35.2(c) As per Ind AS 107 "Financial Instrument:Disclosure", fair value disclosures are not required when the carrying amounts reasonably approximate the fair value. Accordingly fair value disclosures have not been made for the following financial instruments:-

1. Trade receivables

2. Cash and Cash Equivalent

3. Other Bank Balances

4. Loans

5. Trade payables

6. Other financial liabilities

7. Other financial assets

8. Lease liabilities

35.3 Financial risk management

In the course of its business, the Company is exposed primarily to fluctuations in foreign currency exchange rates, interest rates, equity prices, liquidity and credit risk, which may adversely impact the fair value of its financial instruments.

The Company has a risk management policy which not only covers the foreign exchange risks but also other risks associated with the financial assets and liabilities such as interest rate risks and credit risks. The risk management policy is approved by the board of directors. The risk management framework aims to:

• Create a stable business planning environment by reducing the impact of currency and interest rate fluctuations on the Company's business plan.

• Achieve greater predictability to earnings by determining the financial value of the expected earnings in advance.

35.4 Market risk

Market risk is the risk of any loss in future earnings, in realizable fair values or in future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates, equity price fluctuations, liquidity and other market changes. Future specific market movements cannot be normally predicted with reasonable accuracy.

35.5 Foreign currency exchange rate risk:

The fluctuation in foreign currency exchange rates may have potential impact on the income statement and equity, where any transaction references more than one currency or where assets/liabilities are denominated in a currency other than the functional currency of the respective consolidated entities.

Considering the countries and economic environment in which the Company operates, its operations are subject to risks arising from fluctuations in exchange rates in those countries. The risks primarily relate to fluctuations in U.S. dollar, Great Britain Pounds, Euro and Swedish Krona, against the respective functional currencies of Tata Technologies Limited and its subsidiaries.

The Company, as per its risk management policy, uses foreign exchange and other derivative instruments.

The Company evaluates the impact of foreign exchange rate fluctuations by assessing its exposure to exchange rate risks. It hedges a part of these risks by using derivative financial instruments in accordance with its risk management policies.

10% appreciation/depreciation of the respective foreign currencies with respect to functional currency of the Company would result in increase/decrease in the Company's net income before tax by approximately ' 17.21 crore as at March 31, 2024 (March 31, 2023: ' 23.46 crore) and ' 0.51 crore as at March 31, 2024 (March 31, 2023: ' 1.84 crore) for financial assets and financial liabilities respectively.

35.6 Interest rate risk

The Company's investments are primarily in fixed rate interest bearing deposits/debentures and long term growth mutual funds. Hence, the Company is not significantly exposed to interest rate risk.

35.7 Credit risk management

Credit risk is the risk of financial loss arising from counterparty failure to repay or service debt according to the contractual terms or obligations. Credit risk encompasses of both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risks. Credit risk is controlled by analysing credit limits and creditworthiness of customers on a continuous basis to whom the credit has been granted after obtaining necessary approvals for credit. Financial instruments that are subject to concentrations of credit risk principally consist of trade receivables, loans, investments, cash and cash equivalents, bank deposits and other financial assets. Tata Motors Limited, is the largest customer of the Company (Refer note 31 (ii)).

36 (c) Initial Public Offer

The Company was incorporated on August 22, 1994 and in September/October 2023, the Selling Shareholders of the Company made an offer for sale of 60,850,278 equity shares aggregating to ' 3,042.54 crore. The equity shares of the Company got listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) on November 30, 2023. The Company has not received any proceeds from the Offer and all such proceeds (net of any Offer related expenses which are borne by Selling Shareholders) have gone to the Selling Shareholders. The Offer has been authorised by resolution of Board of Directors at their meeting held on December 12, 2022. Further, the Board has taken on record the approval for the Offer for Sale by the Selling Shareholders pursuant to the resolution dated October 24, 2023 and November 02, 2023.

36 (d) Dividends

During the year, the Company has paid a final dividend of ' 12.30 per share in respect of the year ended March 31, 2023 which was proposed by the Board of Directors on May 05, 2023, and was subsequently approved by the shareholders at the Annual General Meeting, held on July 27, 2023, which has resulted in a cash outflow of ' 498.97 crore.

Dividends are declared based on profits available for the distribution. On May 03, 2024, the Board of Directors have proposed a final dividend of ' 8.40 per share and a one-time special dividend of ' 1.65 per share in respect of the year ended March 31, 2024. The total proposed dividend for the year ended March 31, 2024, that is the final dividend and one-time special dividend amounts to ' 10.05 per share, subject to approval of shareholders at the Annual General Meeting, and if approved, would result in a cash outflow of approximately ' 407.70 crore.

36 (e) Additional regulatory information required by Schedule III

(i) Details of benami property held

No proceedings have been initiated or pending against the company under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder.

(ii) Wilful defaulter

The Company is not declared wilful defaulter by any bank or financial Institution or government or any government authority.

(iii) Borrowings secured against current assets

The Company does not have any borrowings from banks and financial institutions that are secured against current assets during the period.

(iv) Relationship with struck off companies

The Company has no transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.

(v) Compliance with number of layers of companies

The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017.

(vi) Compliance with approved scheme(s) of arrangements

The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial period/year.

(vii) Utilisation of borrowed funds and share premium

The Company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other sources or kind of funds) to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding (whether recorded in writing or otherwise) that the Intermediary shall:

a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or

b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the company shall:

a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries

(viii) Undisclosed income

There is no income surrendered or disclosed as income during the current or previous period/year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of account.

(ix) Details of crypto currency or virtual currency

The Company has not traded or invested in Crypto currency or Virtual Currency during the financial period/year.

(x) Valuation of PPE, intangible asset and investment property

The Company has not revalued its Property, Plant and Equipment (including Right-of-Use Assets) or intangible assets or both during the current or previous year.

(xi) Title deeds of immovable properties not held in name of the company

The title deeds of all the immovable property (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) are held in the name of the company.

(xii) Registration of charges or satisfaction with Registrar of Companies (ROC)

There are no charges or satisfaction which are yet to be registered with ROC beyond the statutory period.

(xiii) Utilisation of borrowings availed from bank and financial institutions

The Company does not have any borrowings from banks and financial institutions as at the balance sheet date.

36 (f) Subsequent events

The Company has evaluated all events or transactions that occurred between reporting date March 31, 2024 and May 03, 2024, the date the financial statements were authorised for issue by the Board of Directors.

37 Previous period's figures have been regrouped / reclassified wherever necessary to correspond with current period's classification / disclosure.