1. Your Directors are pleased to present the Thirty Sixth Integrated Annual Report on the business and
operations of the Company along with the audited financial statements for the financial year ended
March 31, 2025.

2. FINANCIAL SUMMARY

The highlights of financial performance of the Company, for the financial year ended March 31, 2025, are
summarised hereunder:

3. REVIEW OF OPERATIONS AND PERFORMANCE

The total income during the year under review
increased by 6.40% which stood at ' 3,908.36
as against ' 3,674.10 crores in the previous
financial year. The Profit Before Tax (PBT) was
' 1,028.40 crores as against ' 1,048.68 crores
in the previous year. The Profit After Tax (PAT)
was ' 784.94 crores as against ' 792.24 crores
in the previous financial year.

4. DIVIDEND

The Board of Directors are pleased to recommend
a dividend of ' 75 per share (750%) subject to
tax, for the financial year ended March 31, 2025,
on 6,22,84,124 equity shares of ' 10 each fully

paid-up, in comparison to ' 70 per share (700%)
on 6,22,76,440 equity shares of ' 10 each fully
paid-up in the previous financial year.

The said dividend on equity shares is subject
to the approval of the Members at the ensuing
Annual General Meeting ("AGM”) scheduled to
be held on June 25, 2025. If approved, this will
involve an outflow of ' 467.13 crores, compared
to ' 435.94 crores, in the previous year.
According to the Finance Act, 2020, dividend
income will be taxable in the hands of the
Members w.e.f. April 01, 2020, and the Company
is required to deduct tax at source from the
dividend paid to the Members at prescribed
rates as per the Income Tax Act, 1961.

The Company’s Dividend Distribution Policy,
as adopted in line with Regulation 43A of
the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (hereinafter
referred to as "Listing Regulations” or "SEBI
Listing Regulations”) is available on the website
of the Company at the link: https://www.tataelxsi.
com/investors/policies-and-disclosures.

5. TRANSFER TO RESERVES

Your Directors have approved a transfer of
' 10 crores to the General Reserves for the financial
year ended March 31, 2025, as against an amount of
' 10 crores transferred in the previous financial year.

6. SHARE CAPITAL

As on March 31, 2025, the authorised share
capital of the Company consisted of 7,00,00,000
equity shares of ' 10 each. During the year under
review, there was an increase in paid up equity
share capital of the Company. The Company had
issued and allotted 7,684 equity shares with a
face value of ' 10 each, consequent to exercise
of the Performance Stock Option by the eligible
employees of the Company. The paid-up equity
share capital stands at ' 62,28,41,240 comprising
of 6,22,84,124 equity shares of ' 10 each fully
paid up as on March 31, 2025.

7. TATA ELXSI LIMITED PERFORMANCE STOCK
OPTION PLAN 2023

Pursuant to the approval of the Members
vide special resolution passed through Postal
Ballot on March 04, 2023, the Company had
adopted and implemented the "Tata Elxsi
Limited Performance Stock Option Plan 2023”
(hereinafter referred to as "PSOP 2023” or "the
Plan”), for grant of 3,11,000 fully paid equity
shares of ' 10 (Rupees Ten Only), representing
0.50% of the issued share capital of the Company
to the eligible employees of the Company.

The Plan is intended to reward, motivate and
retain the Eligible Employees of the Company
as defined in the PSOP 2023, (hereinafter

collectively referred to as 'eligible employees’)
for their performance and participation in the
growth and profitability of the Company. The
said initiative to link the employee’s performance
in the Company along with other initiatives
would contribute to improve the performance
of the Company. The Plan has been formulated
in accordance with the provisions of the
Companies Act, 2013 ('the Act’) and SEBI (Share
Based Employee Benefits and Sweat Equity)
Regulations, 2021 ("SBEB&SE Regulations”)
and during the year under review, there was no
change in terms of PSOP 2023.

The eligible employees shall be granted
Performance Stock Options (PSOP), as
determined by the Nomination and Remuneration
Committee of the Board, which will vest as
per the approved vesting schedule and are be
exercisable into fully paid-up equity shares of
' 10 (Rupees Ten Only) each of the Company,
on the terms and conditions as provided under
the Plan, in accordance with the provisions of
the applicable laws and regulations for the time
being in force.

During the year under review, the Nomination
and Remuneration Committee approved a grant
of 43,169 stock options to eligible employees of
the Company as per the terms and conditions
of the Plan. No employee was granted stock
options equal to or exceeding 1% of the issued
share capital of the Company. The vesting
period for the stock options granted under the
PSOP 2023 shall not be less than one year and
all the stock options would vest, based on the
and conditions as detailed out in the Plan.

The statutory disclosures as mandated under the
Act and SBEB&SE Regulations and a certificate
from the Secretarial Auditor, confirming
implementation of the Plan in accordance
with SBEB&SE Regulations and shareholder’s
resolution have been hosted on the website of
the Company at https://www.tataelxsi.com/
investors/policies-and-disclosures and will be

available for electronic inspection by the Members
during the AGM of the Company. Members
desirous of inspecting the certificate, may follow
the procedure listed down in the Notes to the
Notice of the Annual General Meeting.

8. DIRECTORS AND KEY MANAGERIAL
PERSONNEL

As on March 31, 2025, the Board of the Company
comprised of six (6) Directors, with three (3)
Non-Executive Independent Directors, two (2)
Non-Executive Non-Independent Directors
and one (1) Executive Director. The details of
the Board composition including the profile
of the Directors are available in the Corporate
Governance Report section of the Annual Report.
During the year under review, on account
of completion of their term as Independent
Director(s) of the Company, Mrs. Shyamala
Gopinath (DIN: 02362921) and Mr. Sudhakar
Rao (DIN: 00267211) ceased to be Independent
Director(s) of the Company effective June 20,
2024 and September 02, 2024, respectively. The
Board of the Company placed on record their
appreciation for the valuable contribution and
guidance rendered by Mrs. Shyamala Gopinath
and Mr. Sudhakar Rao during their tenure as
Members of the Board.

During the year under review, Mr. Soumitra
Bhattacharya (DIN: 02783243) and Ms. Ashu
Suyash (DIN: 00494515), were appointed as
Independent Director(s) of the Company for a
term of 5 (five) consecutive years with effect
from April 04, 2024 up to April 03, 2029.
Pursuant to the recommendation of Nomination
and Remuneration Committee, the Board
of Directors, considered and approved the
re-appointment of Prof. Anurag Kumar
(DIN: 03403112), as Non-Executive Independent
Director for second term commencing from
November 15, 2025 up to July 12, 2030, subject
to the approval of the Members of the Company

at the ensuing AGM. Pursuant to the provisions
of Section 152 of the Companies Act, 2013,
Mr. N. Ganapathy Subramaniam, Non-Executive
Director (DIN:07006215), retires by rotation and
being eligible, offers himself for re-appointment.
During the year under review, six (6) Board
meetings were held on April 03, 2024,

April 23, 2024, July 10, 2024, October 10,
2024, January 09, 2025 and January 31, 2025,
respectively. Further details of the Board
Meeting and Committee Meetings including the
attendance of the Directors are provided in the
Corporate Governance Report forming part of
this Annual Report. The calendar of meetings
for FY 2024-25 had been circulated to all the
directors in advance detailing the schedule
of Board and Committee meetings during
the FY 2024-25.

Pursuant to the provisions of Section 149 of the
Act, the Independent Directors have submitted
declarations that each of them meet the criteria
of independence as provided in Section 149(6) of
the Act along with Rules framed thereunder and
Regulation 16(1)(b) of the Listing Regulations.
The Directors have further confirmed that
they are not debarred from holding the office
of the director under any SEBI Order or any
other such authority. During the FY 2024-25,
there has been no change in the circumstances
affecting their status as Independent Directors
of the Company. Pursuant to Clause VII (1) of
Schedule IV of the Act, a separate meeting
of the Independent Directors was held on
April 22, 2024.

During the year under review, 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 incurred by them
for the purpose of attending meetings of the
Board/Committee of the Company.

Pursuant to the provisions of Section 203
of the Act, the Key Managerial Personnel

of the Company as on March 31, 2025 are
Mr. Manoj Raghavan, Managing Director &
CEO; Mr. Gaurav Bajaj, Chief Financial Officer
and Ms. Cauveri Sriram, Company Secretary &
Compliance Officer.

9. DIRECTORS’ RESPONSIBILITY STATEMENT

Based on the framework of internal financial
controls and compliance systems established and
maintained by the Company, work performed by
the Internal, Statutory and Secretarial Auditors
and the reviews performed by Management and
the 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 the financial
year 2024-25.

Accordingly, pursuant to Section 134(5) of the
Act, the Board of Directors, to the best of their
knowledge and ability, confirm that:

a. In the preparation of the annual accounts, the
applicable accounting standards had been
followed along with proper explanations
relating to material departures.

b. The Directors had selected such accounting
policies and applied them consistently and
made judgements and estimates that are
reasonable and prudent so as to give a true
and fair view of our state of affairs at the
end of the financial year and of our profit for
that period.

c. The Directors had taken proper and sufficient
care, for the maintenance of adequate
accounting records, in accordance with the
provisions of the Companies Act 2013, for
safeguarding the assets of the Company
and for preventing and detecting fraud and
other irregularities.

d. The Directors have prepared the annual
accounts on a going concern basis.

e. The Directors had laid down internal financial
controls to be followed by the Company

and that such internal financial controls are
adequate and were operating effectively.

f. The Directors have devised proper systems
to ensure compliance with provisions of all
applicable laws and that such systems were
adequate and operating effectively.

10. PARTICULARS ON REMUNERATION

The statement containing particulars of the
top 10 employees and the employees drawing
remuneration in excess of limits prescribed
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 in the Annexure forming
part of this Report. Further, the report and
the accounts are being sent to the Members
excluding the aforesaid annexure. In terms of
Section 136 of the Act, the said annexure is open
for inspection and any Member interested in
obtaining a copy of the same may write to the
Company Secretary.

The particulars pursuant to Section 197(12) of
the Act read with Rule 5(1) of the Companies
(Appointment & Remuneration of Managerial
Personnel) Rules, 2014 is annexed to this Report
as Annexure A.

11. PERFORMANCE EVALUATION

The Company has laid down a process for
performance evaluation of the Board and its
Committees as well as a framework for evaluation
of the performance of each of its Directors. The
evaluation criteria include, inter alia, structure
of the Board, qualifications, experience and
competency of Directors, diversity in Board,
effectiveness of the Board process, information
and functioning, Board culture and dynamics,
quality of relationship between the Board and
management, meetings of the Board, including
regularity and frequency, discussion and dissent,
corporate culture and values, governance and
compliance, evaluation of risk amongst others.

The criteria is based on the Guidance Note on
Board Evaluation issued by the Securities and
Exchange Board of India on January 5, 2017. The
evaluation process is conducted and monitored
by the Chairperson, Nomination & Remuneration
Committee ('NRC’) in consultation with the
members of the Committee. Upon the receipt
of feedback from Directors, the Chairperson,
NRC conducts a one-to-one meeting with the
Members. Thereafter, the Chairperson, NRC briefs
the Chairman of the Board on the outcome, which
in subsequently discussed at the Board Meeting.
For the FY 2024-25, the performance evaluation
has been conducted as per the process adopted
by the Company, which is detailed out above.

12. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

Pursuant to Regulation 34 and Schedule V of
the Listing Regulations, a separate section on
Management Discussion and Analysis Report is
annexed to the Directors’ Report.

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

The particulars pursuant to Section 134(m) of the
Act and read with Rule 8(3) of the Companies
(Accounts) Rules, 2014, is annexed to this Report
as Annexure B.

14. INTEGRATED REPORT

The Integrated Report of the Company is
prepared in accordance with the International
Integrated Reporting (IR) framework published
by the Value Reporting Foundation (VRF) which
reflects the Company’s approach to its value
creation. This report aims to provide a holistic
view of the Company’s strategy, governance
and performance, and how they work together
to create value over the short, medium and
long term for our stakeholders. The narrative
section of the Integrated Report is guided by the

Integrated Reporting (IR) framework outlined by
the International Integrated Reporting Council
(IIRC).

15. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT (BRSR)

In terms of Regulation 34(2) (f) of Listing
Regulations the Business Responsibility and
Sustainability Report, in the prescribed format,
forms an Integral Part of the Annual Report.
An assurance report on the sustainability
disclosures in the Business Responsibility and
Sustainability Reporting for the financial year
2024-25 is a part of BRSR. This assurance report
has been issued vide SEBI circular number
SEBI/HO/CFD/CFDSEC-2/P/CIR/2023/122 dated
July 12, 2023.

16. CORPORATE GOVERNANCE

In terms of Regulation 34(3) of the Listing
Regulations, the Corporate Governance Report,
Management Discussion & Analysis Report, and
the Auditors’ Certificate regarding Compliance
to Corporate Governance requirements forms
part of this Annual Report.

17. CORPORATE SOCIAL RESPONSIBILITY

In line with Section 135 of the Act read with
applicable rules made thereunder, Corporate
Social Responsibility (CSR) Committee has been
constituted for the purposes of recommending
and monitoring the CSR initiatives of the
Company.

The Board, based on the recommendation of the
CSR Committee, has formulated and adopted a
CSR Policy, in line with Section 135 of the Act
read with the applicable rules made thereunder,
which is available on the website of the Company
at www.tataelxsi.com/investors/policies-and-
disclosures.

The CSR objectives are designed to serve
societal, local and national goals in the locations
we operate, create a significant and sustained

impact on local communities and provide
opportunities for our employees to contribute to
these efforts through volunteering.

The Annual Report on the CSR initiatives
undertaken by the Company as per the
Companies (Corporate Social Responsibility
Policy) Rules, 2014 (as amended) including the
reasons for not utilising the complete amount
for CSR as approved by the CSR Committee,
is annexed to this Report as Annexure C. The
details relating to the composition of the
CSR Committee is provided in the Corporate
Governance Report, forming part of this Annual
Report.

18. RISK MANAGEMENT POLICY

The Board has adopted a Risk Management
Policy to identify and categorise various risks,
implement measures to minimise impact of
these risks where it is deemed necessary and
possible, and a process to monitor them on a
regular basis including to review and monitor
the cyber security measure. Further details on
the Risk Management Framework is provided in
the Corporate Governance Report, forming part
of the Annual Report.

19. DEPOSITS FROM PUBLIC

During the year under review, the Company
has not accepted any deposits from public and
as such, no amount on account of principal or
interest on deposits from public was outstanding
as on the date of the Balance Sheet.

20. LOANS, INVESTMENTS AND GUARANTEES

During the year under review, there were no
loans, guarantees and investments made by the
Company under Section 186 of the Act.

21. AUDIT COMMITTEE

The Company has constituted an Audit
Committee in compliance with Section 177 of the
Act and Regulation 18 of the Listing Regulations.

The Composition of the Audit Committee in
terms of Section 177(8) along with its terms
of reference incorporating its functions are
provided in the Corporate Governance Report
forming part of the Annual Report.

During the year under review, there were no such
instances where the Board has not accepted the
recommendations of the Audit Committee.

22. RELATED PARTY TRANSACTIONS

During the year under review, all the Related Party
Transactions were entered at arm’s length basis
and in the ordinary course of business and were
in compliance with the applicable provisions of
the Act and the Listing Regulations.

Pursuant to Section 188 of the Act read with
rules made thereunder and Regulation 23 of the
Listing Regulations, all Material Related Party
Transactions ("material RPTs”) require prior
approval of the shareholders of the Company
vide ordinary resolution.

Accordingly, the Members of the Company had,
inter alia, approved Material RPTs of the Company
with Jaguar Land Rover Limited, UK ("JLR”) for
an aggregate amount not exceeding ' 1,000
crores for the FY 2024-25. Further, during the FY
2025-26, the Company proposes to enter into
material RPTs with Jaguar Land Rover Limited,
UK, for an amount not exceeding ' 1,200 crores,
subject to approval of the shareholders of the
Company at the ensuing AGM.

The Company has formulated and adopted a
policy on dealing with related party transactions,
in line with Regulation 23 of the Listing
Regulations, which is available on the website
of the Company at https://www.tataelxsi.com/
investors/policies-and-disclosures.

As a part of the mandate under the Listing
Regulations and the terms of reference, the
Audit Committee undertakes quarterly review
of related party transactions entered into by
the Company with its related parties. Pursuant

to Regulation 23 of Listing Regulations and
Section 177 of the Act, the Audit Committee
has granted omnibus approval in respect of
transactions which are repetitive in nature,
which may or may not be foreseen, not
exceeding the limits specified thereunder. The
transactions under the purview of omnibus
approval are reviewed on quarterly basis by
the Audit Committee. Pursuant to Regulation
23(9) of the Listing Regulations, your Company
has filed the disclosures on Related Party
Transactions in prescribed format with the
Stock Exchanges.

Pursuant to Section 134(3)(h) of the Act and Rule
8(2) of the Companies (Accounts) Rules, 2014,
the details of contracts/arrangements entered
with related parties in prescribed Form AOC-2,
is annexed to this Report as Annexure D.

23. AUDITORS

23.1.STATUTORY AUDITORS AND THEIR
REPORT

The Members of the Company at the 33^rd
AGM held on June 23, 2022, approved
the appointment of M/s. BSR & Co.
LLP, Chartered Accountants (ICAI Firm
Registration No. 101248W/W - 100022)
as the Statutory Auditors of the Company
for a period of 5 years commencing from
the conclusion of the 33^rd AGM, until the
conclusion of the 38^th AGM of the Company
to be held in 2027.

The report issued by Statutory Auditors
for financial year 2024-25 does not contain
any qualifications or adverse remarks. The
Statutory Auditors have not reported any
frauds under Section 143(12) of the Act.

23.2.SECRETARIAL AUDIT AND REPORT

Pursuant to the provisions of Section 204
of the Act and the Companies (Appointment
and Remuneration of Managerial Personnel)
Rules, 2014, Ms. Jayashree Parthasarathy

of M/s. Jayashree Parthasarathy & Co.,
Company Secretary in Practice, was
appointed to undertake the Secretarial Audit
for the FY 2024-25.

The Report of the Secretarial Auditor along
with the certificate of non-disqualification of
Directors for the year ended March 31, 2025,
is annexed to this Report as Annexure E.
The Report issued by Secretarial Auditor
for the FY 2024-25 does not contain any
qualifications or adverse remarks.

24. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Act and
Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return
for FY 2024-25 is available on Company’s
website at https://www.tataelxsi.com/investors/
policies- and-disclosures.

25. VIGIL MECHANISM

Your Company has established a "Vigil
Mechanism” for its Employees and Directors,
enabling them to report any concerns of
unethical behaviour, suspected fraud or violation
of the Company’s 'Code of Conduct’.

To this effect, the Board has adopted a 'Whistle
Blower Policy’ (WBP), which is overseen by the
Audit Committee. The Policy inter alia provides
safeguards against victimisation of the Whistle
Blower, Employees and other Stakeholders
have direct access to the Chairperson of the
Audit Committee for lodging concerns if any,
for review. The same is available on Company’s
website at https://www.tataelxsi.com/investors/
policies- and-disclosures.

The said policy has also been posted on our
intranet where all the employees have access.
The Company conducts 'Policies Awareness
Campaign’ regularly for its employees across its
various centers and the WBP features in these
campaigns.

26. COST RECORDS

Considering the services rendered by the
Company, the Central Government has not
prescribed maintenance of cost records under
sub-section (1) of Section 148 of the Companies
Act, 2013 and hence, there was no Cost Auditor
appointed by the Company during the year
under review.

27. PREVENTION OF SEXUAL HARASSMENT

Your Company has zero tolerance for sexual
harassment at workplace and have adopted a
Policy on prevention, prohibition and redressal of
sexual harassment at workplace in line with the
provisions of the Sexual Harassment of Women
at the Workplace (Prevention, Prohibition and
Redressal) Act, 2013 ("POSH Act”) and the
Rules made thereunder for prevention and
redressal of complaints under the above Act. The
Company has constituted an Internal Complaints
Committee under the POSH Act. The following
no. of complaints were received under the POSH
Act and the rules framed thereunder during the
year:

a. number of complaints filed during the
financial year - 2

b. number of complaints disposed of during
the financial year - 3*

c. number of complaints pending as on end of
the financial year - 0

*Pertained to a complaint filed in FY 2023-24, on
which investigation which has been completed
and grievance redressed during the FY 2024-25.

28. OTHERS

> There are no material changes and commitments
affecting the Company’s financial position
between the end of the financial year to which

this financial statement relates and the date of
this Report.

> There are no significant and material orders
passed by the regulators or courts or tribunals
impacting the going concern status and
Company’s operations in future.

> There are no instances where your Company
required the valuation for one time settlement or
while taking the loan from any Banks or Financial
Institutions.

> The Company does not have any subsidiary,
associate or joint venture as on the date of this
Report.

> The details regarding remittance of Unclaimed
Dividend to Investors’ Education & Protection
Fund (IEPF) for financial year 2017-18 and
thereafter in terms of Section 125 of the Act
and are provided in the Corporate Governance
Report forming part of the Annual Report.

29. SECRETARIAL STANDARDS

Your Company has devised proper systems to
ensure compliance with the provisions of all
applicable Secretarial Standards issued by the
Institute of Company Secretaries of India and
that such systems are adequate and operating
effectively.

30. ACKNOWLEDGEMENTS

Your Directors wish to thank employees,
customers, partners, suppliers, and above all, our
shareholders and investors for their continued
support and co-operation.

For and on behalf of the Board

N. G. Subramaniam

Chairman

April 17, 2025

Bengaluru