Innovating

Future Mobility

29th Annual Report

2022-23
Contents

01 02 03
Corporate Board Executive
Information of Directors Leadership Team

04 06 08
Message From Message From Notice
the Chairman the CEO & MD

22 44
Board’s Report Consolidated
Accounts

143
Standalone
Accounts This report and financial statements
contained herein have been prepared
in accordance with the requirements
of the Companies Act, 2013. (“The

231 Act”) and the accounting principles

generally accepted in India, including
the Indian Accounting Standards (Ind
ECS Request
AS) prescribed under Section 133 of
Form the Act. The preparation of financial
statements requires management
to make estimates and assumptions
which impact the reported amounts
of income and expenses of the
period, assets and liabilities as of the
date of the financial statements. The
estimates and judgements relating to
the financial statements have been
made on a prudent and reasonable
basis, so that the financial statements
reflect in a true and fair manner, the
form and substance of transactions.

To view this report online and

to know more about Tata Technologies, visit:
www.tatatechnologies.com
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Corporate Information

Board of Directors Nomination and Remuneration Committee

Ajoyendra Mukherjee – Chairman w.e.f. February 21, 2023 Nagaraj Ijari – Chairman
Subramanian Ramadorai – Chairman and Director up to Ajoyendra Mukherjee
February 21, 2023 Usha Sangwan
Usha Sangwan w.e.f. October 21, 2022
Nagaraj Ijari w.e.f. March 1, 2023 Corporate Social Responsibility Committee
Aarthi Sivanandh w.e.f. June 11, 2022 Aarthi Sivanandh - Chairperson
Pathamadai Balachandran Balaji Pathamadai Balachandran Balaji
Shailesh Chandra w.e.f. March 1, 2023 Warren Harris
Warren Harris – CEO & Managing Director
Stakeholders Relationship Committee
Chief Financial Officer
Ajoyendra Mukherjee – Chairman
Savitha Balachandran
Aarthi Sivanandh
Warren Harris
Company Secretary
Vikrant Gandhe
Risk Management Committee
Nagaraj Ijari – Chairman
Registered Office
Shailesh Chandra
Plot No. 25, Rajiv Gandhi Infotech Park, Hinjawadi,
Warren Harris
Pune - 411057, India

Registrar and Transfer Agents

Corporate Identification Number
TSR Consultants Private Limited,
U72200PN1994PLC013313
C-101, 1st Floor, 247 Park, Lal Bahadur Shastri Marg,
Vikhroli West, Mumbai - 400083
Investor Relations Email ID
Tel : +91 8108118484 Fax : +91 22 6656 8494
investor@tatatechnologies.com
E-mail: csg-unit@tcplindia.co.in
Website: https://www.tcplindia.co.in
Statutory Auditors
B S R & Co. LLP, Chartered Accountants
(Firm Registration No. 101248W/ W-100022)
8th Floor, Business Plaza, Westin Hotel Campus, 36/3-B
Koregaon Park Annex, Mundhwa Road, Ghorpadi
Pune - 411001, India

Committee Composition (as on March 31, 2023)

Audit Committee
Usha Sangwan – Chairperson
Nagaraj Ijari
Aarthi Sivanandh
Pathamadai Balachandran Balaji

Annual Report 2022-23 01

Board of Directors

Ajoyendra Mukherjee Usha Sangwan Nagaraj Ijari

Chairman, Independent Director Independent Director Independent Director

Aarthi Sivanandh PB Balaji Shailesh Chandra

Independent Director Non-Executive Director Non-Executive Director

Warren Harris
CEO & Managing Director

02
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Executive Leadership Team

Warren Harris
CEO & Managing Director

Pawan Bhageria Savitha Nachiket Aloke Palsikar Prahalada Rao

President (Human Balachandran Paranjpe Executive Vice President and
Resource, Information Chief Financial President – President and Head Client Partner –
Technology and Officer Automotive Sales – Aerospace and Tata Motors
Facilities and Industrial Heavy
Education) Machinery Sales

Sriram Santosh Singh Anjali Balagopal Shailesh Saraph Geena Binoy

Lakshminarayanan Executive Vice General Counsel Executive Vice Executive
President and Chief President and Global President and Vice President
Technical Officer Head – Marketing and Global Head and Global
Business Excellence – Engineering, Head – Digital
Research Enterprise Solutions
and Development

Annual Report 2022-23 03

Message from the Chairman

I would like to celebrate this

accomplishment of strong
performance, which has been
made possible by the unwavering
commitment and hard work of
our teams”.

04
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Dear Shareholders, In FY 2022-23, your Company underwent the Tata

I hope you and your families are safe and well. I am Business Excellence Model (TBEM) assessment as an
delighted to share with you my thoughts about our organizational improvement methodology for excellence
FY 2022-23 performance and key highlights. in the implementation of strategic business initiatives.
Your Company continues to improve in this area, as
Despite macroeconomic challenges, your Company evidenced by the score of 587 in the 2022 assessment,
delivered a strong performance and recorded a 25.1% which is an increase of 34 points over the score of 553 in
growth in revenue to ` 4,414.18 Crore in FY 2022-23 as the 2020 assessment.
against ` 3,529.57 Crore in FY 2021-22. Revenue from
sale of services increased by 33.2% to ` 3,535.22 Crore Accelerating digital transformation is a key focus area for
in FY 2022-23 compared with ` 2,654.84 Crore in us. We continued to invest in digital tools and platforms
FY 2021-22. Profit before Tax (PBT) stood at ` 796.15 Crore during the year to improve employee experience and
during FY 2022-23 compared with ` 586.83 Crore during process efficiency. Your Company rolled out industry-
the previous financial year, registering an increase of leading digital solutions for employee engagement
35.7%. Profit after Tax (PAT) increased by 42.8% to ` 624.03 and recognition, talent acquisition, indirect taxation
Crore in FY 2022-23 compared with ` 436.97 Crore in determination, and compliance in the USA.
FY 2021-22.
During the year, as part of the new digital branding
I would like to celebrate this accomplishment of strong initiative, your Company launched a user-friendly, any-
performance, which has been made possible by the device compatible, feature-rich mobile application
unwavering commitment and hard work of our teams. Our corporate website globally. In our pursuit of delivering
people are integral to our business culture and growth modern solutions, we invested in state-of-the-art
plans, and we remain committed to promoting their technologies like cloud-native application protection
welfare and well-being. platform (CNAPP); CNAPP is a network cloud integration
solution that allows integration of multiple sites without
Over the past two years, your Company has seen dramatic the need for a physical network.
changes in the operating environment. With the evolving
technology landscape, businesses have been forced to We continue to deliver value to all our stakeholders
reinvigorate the way they innovate, operate, and deliver by delivering solutions to our customers, supporting
products and services. our people and communities, and driving returns to
our shareholders. Our core values of One Team with
Your Company used this opportunity to reinforce its Customers, Can Do Attitude, and Global Mindset enable
commitment to the vision of Engineering a Better World us to delight customers and inspire our people.
– which includes a better world for our customers,
our people, and the community at large. As a leading My sincere thanks to our employees and appreciation
global engineering services company offering product to our stakeholder family for your continued trust and
development and digital solutions, including turnkey confidence in the Company.
solutions, to global original equipment manufacturers
Thank you.
and their tier 1 suppliers, we are well-poised to help
our customers navigate their future and create thriving
Sincerely,
opportunities. We collaborated with our customers to
innovate products and endeavour to create value for Ajoyendra Mukherjee
our customers by helping them develop products that
are safer, cleaner and improve the quality of life for their
end-customers.

Annual Report 2022-23 05

Message from the Chief Executive Officer &
Managing Director

Our performance during

FY 2022-23 surpassed our
expectations. We generated
strong revenues and
operating profits”.

06
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Dear Shareholders, in upskilling of lateral employees and increase in person-

I trust this letter finds you and your loved ones safe days of learning. TechVarsity has collaborated with global
and healthy. learning partners for accreditations and manages the LMS
of a leading aerospace customer to build competencies
The previous financial year was a year of transition for the for their project.
world at large. With the impact of the pandemic waning,
geopolitical conflict in Europe posed fresh challenges FY 2022-23 saw the launch of Rainbow, a structured
of disrupted global supply chains and unprecedented initiative to promote diversity, equity, and inclusion. One
inflationary pressures across the world. Despite these of our key themes for FY 2023-24 is gender diversity.
challenges, India emerged as one of the fastest-growing Our endeavour is to create an open and inclusive
economies in FY 2022-23. workplace for diverse talent. While our women workforce
stands at 14.0% of the total, I am proud to state that our
Your Company remained focused on leveraging this percentage of women in the executive leadership team
opportunity towards corporate growth. Our culture is stands at 27.3%.
underpinned by our individual and collective desire to grow
personally and professionally as we strive to “Engineer a As a responsible organization, we are focused on
Better World”. This culture makes Tata Technologies an undertaking initiatives for social and economic
incredible organization. development in the areas in which we live and work. We
implemented new technologies and practices to reduce
Our performance during FY 2022-23 surpassed our environmental impact.
expectations. We generated strong revenues and
operating profits. We also witnessed expansion in During the year, we conducted drives for mass tree
operating margins and cash flows. Revenue for the year plantation at the corporate office and Mahalunge Forest
grew by 25.1% YoY to ` 4,414.18 Crore while PAT increased areas in Pune. The principle of Reuse – Reduce – Recycle
by 42.8% YoY to ` 624.03 Crore in FY 2022-23. Our (3R) was promoted across your Company’s facilities to
operating margin stood at 18.6%, an expansion of 31 basis eliminate waste and avoid landfilling. Our major energy
points (bps) over FY 2021-22. We also improved our cash conservation measures included phased installations of
position from ` 1,411.57 Crore in FY 2021-22 to ` 1,480.73 LED and APFC panels across all three SEZ locations. We
Crore in FY 2022-23, an increase of 4.9%. Our revenue from also undertook several water conservation activities which
services increased by more than 23% year-on-year, which resulted in a reduction in water consumption compared
is amongst the highest in our market. with the pre-COVID years of FY 2019-20.

This year, we have enhanced our emphasis on digitizing I would like to express my gratitude to all our employees
our operations and upskilling our people. This has not for their continuous hard work and dedication in
only empowered our teams but have also enabled us to serving your Company. As we gear up to capitalize on
onboard over 2,300 employees (net addition) globally. emerging opportunities, we will focus on strengthening
We undertook wide-ranging initiatives in the realms our competencies and driving long-term, sustainable
of learning, growth, performance management, and growth. With our differentiated capabilities, we are well-
employee engagement. placed to serve evolving customer demands and grow our
market share.
We conducted several training programs under our global,
in-house technical initiative – TechVarsity. During the Regards,
year, 700+ new generation engineers attended the EDGE Warren K. Harris
program which covers various technologies, domains,
and processes. We believe the training reduced billability
days. Additionally, we believe it contributed to an increase

Annual Report 2022-23 07

 Notice
Notice is hereby given that the Twenty-Nineth Annual Harris, Chief Executive Officer & Managing Director,
General Meeting (“AGM”) of the Members of Tata Ms. Savitha Balachandran, Chief Financial Officer,
Technologies Limited will be held on Thursday, July 27, Mr. Vikrant Gandhe, Company Secretary and Ms.
2023, at 03:30 pm (IST) through Video Conferencing Anjali Balagopal, General Counsel of the Company,
(“VC”) / Other Audio-Visual Means (“OAVM”) to transact be and are hereby severally authorized to do all such
the following business: acts, deeds, matters and things, including to settle
any question, difficulty or doubt that may arise and
ORDINARY BUSINESS: to finalise and execute all documents and writings as
1. To receive, consider and adopt the Audited may be necessary.
Standalone Financial Statements of the Company for
the year ended March 31, 2023, together with Report RESOLVED FURTHER THAT Mr. Vikrant Gandhe,
of the Directors and Auditors thereon. Company Secretary be and is hereby authorised
to issue a certified copy of the above resolution
2. To receive, consider and adopt the Consolidated and forward the same to concerned authorities for
Financial Statements of the Company for the year necessary actions.
ended March 31, 2023, together with Report of the
Auditors thereon. 6. 
To appoint Mr. Shailesh Chandra as a Non-
3. To declare a Final Dividend (including a Special Executive Director:
Dividend) on Equity Shares for the financial year To consider and if thought fit, to pass with or without
ended March 31, 2023. modification(s), the following Resolution as an
Ordinary resolution:
4. To appoint a Director in place of Mr. Pathamadai
Balachandran Balaji (DIN:02762983), who retires by
RESOLVED THAT pursuant to the provisions of
rotation and, being eligible, offers himself for re-
Sections 149 and 152 read with, Section 161 and any
appointment.
other applicable provisions, if any, of the Companies
Act, 2013, and the rules and regulations made
SPECIAL BUSINESS:
thereunder, each as amended (collectively referred
5. 
To appoint Mr. Nagaraj Ijari as an Independent to as the “Companies Act”) and other applicable
Director: law and pursuant to the provisions of the articles of
To consider and if thought fit, to pass with or without association of the Company, Mr. Shailesh Chandra
modification(s), the following Resolution as an (DIN: 07593905), who has provided his consent to act
Ordinary resolution: as a director of the Company, if appointed and who is
eligible for appointment, be and is hereby appointed
RESOLVED THAT pursuant to the provisions of Sections as a director of the Company.
149 and 152 read with Schedule IV, Section 161 and any
other applicable provisions, if any, of the Companies RESOLVED FURTHER THAT, to give effect to the
Act, 2013, and the rules and regulations made above resolutions, the Board of Directors, Mr. Warren
thereunder, each as amended (collectively referred to Harris, Chief Executive Officer & Managing Director,
as the “Companies Act”) and other applicable law and Ms. Savitha Balachandran, Chief Financial Officer,
pursuant to the provisions of the articles of association Mr. Vikrant Gandhe, Company Secretary and Ms.
of the Company, Mr. Nagaraj Ijari (DIN: 09390579), who Anjali Balagopal, General Counsel of the Company,
has provided his consent to act as an independent be and are hereby severally authorized to do all such
director of the Company, if appointed and submitted a acts, deeds, matters and things, including to settle
declaration that he meets the criteria for appointment any question, difficulty or doubt that may arise and
as an independent director under the Companies Act to finalise and execute all documents and writings as
and who is eligible for appointment, be and is hereby may be necessary.
appointed as an independent director of the Company
for a period of five consecutive years from March 1, RESOLVED FURTHER THAT Mr. Vikrant Gandhe,
2023 to February 28, 2028. Company Secretary be and is hereby authorised
to issue a certified copy of the above resolution
RESOLVED FURTHER THAT, to give effect to the and forward the same to concerned authorities for
above resolutions, the Board of Directors, Mr. Warren necessary actions.

8
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

7. Adoption of amended Articles of Association July 27, 2023, at 03:30 pm (IST). The deemed venue for the
To consider, and if thought fit, to pass, with or 29th AGM will be the Registered Office of the Company.
without modifications, the following resolution as a
Special resolution: 1. Pursuant to the provisions of the Act, a member
entitled to attend and vote at the AGM is entitled to
RESOLVED THAT pursuant to the provisions of Section appoint a proxy to attend and vote on his / her behalf
14 of the Companies Act, 2013 and the rules made and the proxy need not be a member of the company.
thereunder, each as amended, and other applicable Since this AGM is being held pursuant to the MCA
provisions, if any, and in order to incorporate the Circulars through VC / OAVM, the requirement of
observations issued by the Securities and Exchange physical attendance of members has been dispensed
Board of India with on the draft red herring prospectus with. Accordingly, in terms of the MCA circulars, the
dated March 9, 2023 and the subsequent amendment facility for appointment of proxies by the members
to the shareholders’ agreement, Part B of the existing will not be available for this AGM and hence the proxy
articles of association of the Company, be and is form, attendance slip and route map of AGM are not
hereby terminated and an amended set of articles of annexed to this Notice.
association as circulated to the shareholders of the
Company, be and is hereby approved and adopted 2. Institutional Investors, who are Members of the
as the articles of association of the Company, in total Company, are encouraged to attend and vote at
exclusion and substitution of the existing articles of the 29th AGM through VC/OAVM facility. Corporate
association of the Company. Members intending to appoint their authorized
representatives pursuant to Sections 112 and 113
RESOLVED FURTHER THAT Mr. Warren Harris, Chief of the Act, as the case maybe, to attend the AGM
Executive Officer & Managing Director, Ms. Savitha through VC / OAVM are requested to send a certified
Balachandran, Chief Financial Officer and Mr. Vikrant copy of the Board Resolution to the Scrutinizer at
Gandhe, Company Secretary of the Company be and jbbhave@gmail.com or Company Secretary by
are hereby severally authorised to do all such acts, e-mail at investor@tatatechnologies.com.
deeds, matters and things as may be required to be
done to give effect to the abovementioned resolution 3. The attendance of the Members attending the AGM
including filing of necessary forms with the Registrar through VC / OAVM will be counted for the purpose of
of Companies, Maharashtra, at Pune. reckoning the quorum under Section 103 of the Act.

NOTES: 4. As per the provisions of Clause 3.A.II of the General

In view of the global outbreak of the COVID-19 pandemic, Circular No. 20/ 2020 dated May 5, 2020, the matters
the Ministry of Corporate Affairs (“MCA”) has, vide its of Special Business as appearing at Item no. 5,6 and
General Circular No. 20/2020 dated May 5, 2020 in relation 7 of the accompanying Notice, are considered to be
to “Clarification on holding of Annual General Meeting unavoidable by the Board and hence, forming part of
(AGM) through Video Conferencing (“VC”) or Other Audio this Notice.
Visual Means (“OAVM”)” read with Circular No. 14/2020
dated April 8, 2020, Circular No. 17/2020 dated April 13, 5. The Explanatory Statement pursuant to Section
2020, Circular No. 33/2020 dated September 28, 2020, 102 of the Act setting out material facts concerning
Circular No. 39/2020 dated December 31, 2020, Circular the business under Item no. 5, 6 and 7 of the
No. 10/2021 dated June 23, 2021, Circular No. 20/2021 Notice is annexed hereto. The relevant details,
dated December 8, 2021, Circular No. 2/2022 dated May pursuant to Secretarial Standards on General
5, 2022, and Circular No. 10/2022 dated December 28, Meetings issued by the Institute of Company
2022, issued by the Ministry of Corporate Affairs (“MCA”) Secretaries of India, in respect of Directors seeking
(hereinafter collectively referred to as “MCA Circulars”), appointment / re-appointment at this AGM are
allowed the companies to conduct their Annual General also annexed. Requisite declarations have been
Meetings to be held till September 30, 2023 through VC / received from Director/s for seeking appointment /
OAVM, without the physical presence of the Members at re-appointment.
a common venue by following the guidelines specified in
the said MCA Circulars. In compliance with the provisions 6. The Members can join the AGM in the VC / OAVM
of the Companies Act, 2013 (“Act”) and MCA Circulars, the mode 15 minutes before and 15 minutes after the
AGM of the Company is being held through VC / OAVM on scheduled time of the commencement of the

Annual Report 2022-23 9

 Meeting by following the procedure mentioned in and to the RTA at csg-unit@tcplindia.co.in in case
the Notice. the shares are held in physical form, quoting their
folio number.
7. In line with the MCA Circulars, the Notice of the AGM
along with the Annual Report 2022-23 is being sent 12. The format of the Register of Members prescribed by
only through electronic mode to those Members the MCA under the Act requires the Company / RTA
whose Email IDs are registered with the Company to record additional details of Members, including
/ Depositories. their PAN details, Email IDs, bank details for payment
of dividend etc. Members holding shares in physical
8. Members who need assistance in connection with form are requested to submit the filled in form to the
using the technology before or during the AGM, Company at investor@tatatechnologies.com or to
may reach out to the Company officials at +91 20 the RTA in physical mode, after restoring normalcy or
6652 9090. in electronic mode at csg-unit@tcplindia.co.in, as per
instructions mentioned in the form. Members holding
9. Members are requested to note that, dividends if not shares in electronic form are requested to submit
encashed for a consecutive period of 7 years from the details to their respective DP only and not to the
the date of transfer to Unpaid Dividend Account Company or RTA.
of the Company, are liable to be transferred to the
Investor Education and Protection Fund (“IEPF”). The 13. During the 29 th AGM, Members may access the
shares in respect of such unclaimed dividends are electronic copy of Register of Directors and Key
also liable to be transferred to the demat account Managerial Personnel and their shareholding
of the IEPF Authority. In view of this, Members / maintained under Section 170 of the Act and the
Claimants are requested to claim their dividends Register of Contracts and Arrangements in which
from the Company, within the stipulated timeline. Directors are interested maintained under Section
The Members, whose unclaimed dividends / 189 of the Act by writing to the Company on investor@
shares have been transferred to IEPF, may claim tatatechnologies.com.
the same by making an application to the IEPF
Authority, in web-Form No. IEPF-5 available on 14. Members who wish to inspect the relevant
www.iepf.gov.in. documents referred to in the Notice can send an
email to investor@tatatechnologies.com up to the
10. Members are requested to intimate changes, if any, conclusion of this Meeting.
pertaining to their name, postal address, Email IDs,
telephone / mobile numbers, PAN, registering of 15. The Register of Members and the Share Transfer
nomination, power of attorney registration, Bank Books of the Company will remain closed from Friday,
Mandate details, etc., to their Depository Participant July 21, 2023, to Thursday, July 27, 2023 (both days
(DP) in case the shares are held in electronic form. inclusive) for the purpose of AGM and payment of
The shareholders who earlier held shares in physical Final Dividend (including a Special Dividend) to
form are requested to get their shares released from be declared.
the Escrow account maintained by the Company
by completing the formalities prescribed by the 16. Dividends are declared based on profits (including
Registrar & Transfer Agent, M/s TSR Consultants retained earnings) available for the distribution. On
Private Limited by writing to them on csg-unit@ May 5, 2023, the Board of Directors have proposed
tcplindia.co.in. a final dividend of ` 7.70 per share and a one-time
special dividend of ` 4.60 per share in respect of
11. As per the provisions of Section 72 of the Act, the year ended March 31, 2023. The total proposed
the facility for making nomination is available for dividend for the year ended March 31, 2023,
the Members in respect of the shares held by amounts to ` 12.30 per share, subject to approval
them. Members who have not yet registered their of shareholders at the Annual General Meeting,
nomination are requested to register the same by and if approved, would result in a cash outflow of
submitting Form No. SH-13. If a Member desires to approximately ` 498.97 crore.
cancel the earlier nomination and record a fresh
nomination, he may submit the same in Form SH-14. 17. As per Indian Income Tax Act, 1961 dividend paid and
Members are requested to submit the said form to distributed by a Company is taxable in the hands of
their DP in case the shares are held in electronic form shareholders. Therefore, the Company is required to

10
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

deduct taxes at source (TDS) at the rates applicable the Non-Resident shareholder and review to the
on the amount distributed to the shareholders. For satisfaction of the Company.
information on prescribed rates, shareholders are
requested to refer to the Finance Act, 2020 and Shareholders who are exempted from TDS provisions
subsequent amendments thereof. The shareholders through any circular or notification may provide
are requested to update their PAN details, tax documentary evidence in relation to the same, to
residential status with Registrar and Transfer Agents enable the Company in applying the appropriate TDS
(RTA) (in case of shares held in physical mode) and on Dividend payment to such shareholder.
depository participants (in case shares held in demat
mode). However, no tax shall be deducted on the 18. Members who would like to express their views or ask
dividend payable to a resident individual shareholder questions during the AGM may register themselves
if the total dividend to be received during FY 2023-24 as a speaker by sending their request from their
does not exceed ` 5,000. The withholding tax rate registered Email ID mentioning their Name, DP ID
(TDS rate) would vary depending on the residential and Client ID / Folio number, PAN, Mobile Number
status of the shareholder and the documents at investor@tatatechnologies.com from Thursday,
submitted by them and accepted by the Company. July 20, 2023 (9:00 a.m. IST) to Saturday, July 22,
2023 (5:00 p.m. IST). Only those Members who have
Further, as per the Finance Act 2021, Section 206AB registered themselves as a speaker will be allowed
has been inserted w.e.f. July 1, 2021 wherein higher to express their views / ask questions during the
AGM. The Company reserves the right to restrict the
rate of tax (twice the specified rate) would be
number of speakers depending on the availability of
applicable on payment made to a ‘Specified Person’
time for the AGM.
defined under the provisions of the aforesaid section.

19. To prevent fraudulent transactions, Members are

A resident individual shareholder with PAN who is
advised to exercise due diligence and notify the
not liable to pay income tax can submit a yearly
Company of any change in address or demise of
declaration in Form 15G/15H. To avail the benefit of
any Member as soon as possible. Members are also
non-deduction of tax, members may send duly signed
advised to not leave their demat account(s) dormant
forms to Company’s RTA at https://tcpl.linkintime.
for long. Periodic statement of holdings should be
co.in/formsreg/submission-of-form-15g-15h.html or
obtained from the concerned DP and holdings should
send an email to Csg-exemptforms2324@tcplindia.
be verified from time to time.
co.in by Monday, July 24, 2023 (upto 6.00 p.m. IST).
Shareholders are requested to note that in case their 20. To support the ‘Green Initiative’, Members who have
PAN is not registered, the tax will be deducted at a not yet registered their Email ID are requested to
higher rate of 20%. register the same with their DPs in case the shares are
held by them in electronic form and with the Company
Non-resident shareholders can avail beneficial rates / RTA in case the shares are held by them in physical
under tax treaty between India and their country of form. Process for registering Email ID to receive the
residence subject to providing necessary documents Notice of AGM and Annual Report electronically:
i.e. No Permanent Establishment and Beneficial
Ownership Declaration, Tax Residency Certificate, Registration of Email ID permanently with
Form 10F, any other document which may be required company/ DP: Members are requested to register
to avail the tax treaty benefits by updating details the same with their concerned DPs, in respect of
at https://tcpl.linkintime.co.in/formsreg/submission- electronic holding and with RTA, in respect of physical
of-form-15g-15h.html alternatively send an email to holding, by writing to them at csg-unit@tcplndia.
Csg-exemptforms2324@tcplindia.co.in The said co.in. Further, those Members who have already
declarations need to be submitted by Monday, July registered their Email IDs are requested to keep their
24, 2023 (up to 6:00 p.m. IST). Email IDs validated / updated with their DPs / RTA
to enable servicing of notices / documents / Annual
The Company is not obligated to apply the beneficial Reports and other communications electronically to
Tax Treaty rates at the time of tax deduction/ their Email IDs in future.
withholding on dividend amounts. Application of
beneficial Tax Treaty Rate shall depend upon the 21. The Company has dematerialized its Equity Shares
completeness of the documents submitted by with CDSL & NSDL, and Company’s ISIN number is

Annual Report 2022-23 11

 INE142M01025. The members are requested to note Managerial Personnel, the Chairpersons of the
that in wake of notification dated September 10, 2018, Audit Committee, Nomination and Remuneration
issued by Ministry of Corporate Affairs, members Committee and Stakeholders Relationship
holding shares in physical form have to mandatorily Committee, Auditors etc. who are allowed to
convert their holding into Demat form if they intend attend the AGM without restriction on account
to transfer their shares on or after October 2, 2018. of first come first serve basis.
The shareholders who earlier held shares in physical
form are requested to get their shares released from iv. The attendance of the Members attending the
the Escrow account maintained by the Company AGM through VC / OAVM will be counted for the
by completing the formalities prescribed by the purpose of reckoning the quorum under Section
Registrar & Transfer Agent, M/s TSR Consultants 103 of the Companies Act, 2013.
Private Limited by writing to them on csg-unit@
tcplindia.co.in. v. Pursuant to the provisions of Section 108 of the
Companies Act, 2013 read with Rule 20 of the
22. Voting through electronic means: Companies (Management and Administration)
Rules, 2014 (as amended), and the Circulars
i. In view of the massive outbreak of the COVID-19 issued by the Ministry of Corporate Affairs
pandemic, social distancing is a norm to be dated April 8, 2020, April 13, 2020, May 5,
followed and pursuant to the Circular No. 2020, and December 28, 2022, the Company
14/2020 dated April 8, 2020, Circular No.17/2020 is providing facility of remote e-Voting to its
dated April 13, 2020 issued by the Ministry of Members in respect of the business to be
Corporate Affairs followed by Circular No.
transacted at the AGM. For this purpose, the
20/2020 dated May 5, 2020, Circular No. 20/2021
Company has entered into an agreement with
dated December 8, 2021, Circular No. 2/2022
National Securities Depository Limited (NSDL)
dated May 5, 2022 and Circular No. 10/2022
for facilitating voting through electronic means,
dated December 28, 2022, all other relevant
as the authorized agency. The facility of casting
circulars issued from time to time, physical
votes by a member using remote e-Voting
attendance of the Members at the AGM venue
system as well as voting on the date of the AGM
is not required and general meeting can be
will be provided by NSDL.
held through Video Conferencing (VC) or Other
Audio Visual Means (OAVM). Hence, Members
vi. In line with the Ministry of Corporate Affairs
can attend and participate in the ensuing AGM
(MCA) Circular No. 17/2020 dated April 13, 2020,
through VC / OAVM.
the Notice calling the AGM has been uploaded
on the website of the Company. The Notice is
ii. Pursuant to the Circular No. 14/2020 dated April
8, 2020, issued by the Ministry of Corporate also available on the website of NSDL (agency for
Affairs, the facility to appoint proxy to attend providing the Remote e-Voting facility) i.e. www.
and cast vote for the members is not available evoting.nsdl.com.
for this AGM. However, the Body Corporates are
entitled to appoint authorised representatives vii. This AGM is being held through VC / OAVM in
to attend the AGM through VC / OAVM and compliance with applicable provisions of the
participate thereat and cast their votes through Companies Act, 2013 read with General Circular
e-voting. No. 20/2020 dated May 5, 2020 in relation to
“Clarification on holding of Annual General
iii. The Members can join the AGM in the VC / Meeting (AGM) through video conferencing (VC)
OAVM mode 15 minutes before and after the or other audio visual means (OAVM)” read with
scheduled time of the commencement of the Circular No. 14/2020 dated April 8, 2020, Circular
Meeting by following the procedure mentioned No. 17/2020 dated April 13, 2020, Circular No.
in the Notice. The facility of participation at the 33/2020 dated September 28, 2020, Circular No.
AGM through VC / OAVM will be made available 39/2020 dated December 31, 2020, Circular No.
for 1,000 members on first come first serve 10/2021 dated June 23, 2021, Circular No. 20/2021
basis. This will not include large Shareholders dated December 8, 2021, Circular No. 2/2022
(Shareholders holding 2% or more shareholding), dated May 5, 2022 and Circular No. 10/2022
Promoters, Institutional Investors, Directors, Key dated December 28, 2022.

12
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER:
The remote e-voting period begins on Monday, July 24, 2023, at 9:00 A.M. and ends on Wednesday, July 26, 2023,
at 05:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose
names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e., Thursday,
July 20, 2023, may cast their vote electronically. The voting right of shareholders shall be in proportion to their
shares in the paid-up equity share capital of the Company as on the cut-off date, being Thursday, July 20, 2023.

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in
demat mode
In terms of SEBI circular dated December 9, 2020, on e-Voting facility provided by Listed Companies, Individual
shareholders holding securities in demat mode are allowed to vote through their demat account maintained
with Depositories and Depository Participants. Shareholders are advised to update their mobile number and
email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders Login Method

Individual 1. Existing IDeAS user can visit the e-Services website of NSDL viz. https://
Shareholders holding eservices.nsdl.com/ either on a Personal Computer or on a mobile. On the
securities in demat e-Services home page click on the “Beneficial Owner” icon under “Login” which
mode with NSDL. is available under ‘IDeAS’ section, this will prompt you to enter your existing
User ID and Password. After successful authentication, you will be able to see
e-Voting services under Value added services. Click on “Access to e-Voting”
under e-Voting services and you will be able to see e-Voting page. Click on
company name or e-Voting service provider i.e. NSDL and you will be re-
directed to e-Voting website of NSDL for casting your vote during the remote
e-Voting period or joining virtual meeting & voting during the meeting.
2. If you are not registered for IDeAS e-Services, option to register is available at
https://eservices.nsdl.com/ Select “Register Online for IDeAS Portal” or click
at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3. Visit the e-Voting website of NSDL. Open web browser by typing the following
URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a
mobile. Once the home page of e-Voting system is launched, click on the icon
“Login” which is available under ‘Shareholder/Member’ section. A new screen
will open. You will have to enter your User ID (i.e. your sixteen digit demat
account number held with NSDL), Password / OTP and a Verification Code as
shown on the screen. After successful authentication, you will be redirected
to NSDL Depository site wherein you can see e-Voting page. Click on company
name or e-Voting service provider i.e. NSDL and you will be redirected to
e-Voting website of NSDL for casting your vote during the remote e-Voting
period or joining virtual meeting & voting during the meeting.

Annual Report 2022-23 13

 Type of shareholders Login Method
4. Shareholders/Members can also download NSDL Mobile App “NSDL
Speed-e” facility by scanning the QR code mentioned below for seamless
voting experience.

Individual 1. Users who have opted for CDSL Easi / Easiest facility, can login through their
Shareholders holding existing user ID and password. Option will be made available to reach e-Voting
securities in demat page without any further authentication. The users to login Easi /Easiest are
mode with CDSL requested to visit CDSL website www.cdslindia.com and click on login icon
& New System Myeasi Tab and then use your existing my easi username
& password.
2. After successful login the Easi / Easiest user will be able to see the e-Voting
option for eligible companies where the evoting is in progress as per the
information provided by company. On clicking the evoting option, the user will
be able to see e-Voting page of the e-Voting service provider for casting your
vote during the remote e-Voting period or joining virtual meeting & voting during
the meeting. Additionally, there are also links provided to access the system of
all e-Voting Service Providers, so that the user can visit the e-Voting service
providers’ website directly.
3. If the user is not registered for Easi/Easiest, option to register is available at
CDSL website www.cdslindia.com and click on login & New System Myeasi Tab
and then click on registration option.
4. Alternatively, the user can directly access e-Voting page by providing Demat
Account Number and PAN No. from the e-Voting link available on www.
cdslindia.com home page. The system will authenticate the user by sending
OTP on registered Mobile & Email as recorded in the Demat Account. After
successful authentication, user will be able to see the e-Voting option where
the evoting is in progress and also able to directly access the system of all
e-Voting Service Providers.
Individual You can also login using the login credentials of your demat account through
Shareholders your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon
(holding securities logging in, you will be able to see e-Voting option. Click on e-Voting option, you
in demat mode) will be redirected to NSDL/CDSL Depository site after successful authentication,
login through their wherein you can see e-Voting feature. Click on company name or e-Voting service
depository participants provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting
your vote during the remote e-Voting period or joining virtual meeting & voting
during the meeting.
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password
option available at abovementioned website.

14
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS


Helpdesk for Individual Shareholders holding 5. Your User ID details are given below:
securities in demat mode for any technical
issues related to login through Depository i.e. Manner of holding
NSDL and CDSL. shares i.e. Demat
Your User ID is:
(NSDL or CDSL) or
Physical
Login type Helpdesk details
a) For Members 8 Character DP ID followed by
Individual Members facing any technical 8 Digit Client ID
who hold
Shareholders issue in login can contact
shares in demat For example if your DP ID is
holding securities NSDL helpdesk by sending a
account with IN300*** and Client ID is
in demat mode request at evoting@nsdl.co.in
with NSDL or call at 022 - 4886 7000 and NSDL. 12****** then your user ID is
022 - 2499 7000 IN300***12******.
Individual Members facing any technical b) For Members 16 Digit Beneficiary ID
Shareholders issue in login can contact CDSL who hold For example if your Beneficiary
holding securities helpdesk by sending a request shares in demat ID is 12**************
in demat mode at helpdesk.evoting@cdslindia. account with then your user ID is
with CDSL com or contact at toll free CDSL. 12**************
no. 1800 22 55 33 EVEN Number followed by
c) For Members
holding shares Folio Number registered with
B) 
Login Method for e-Voting and joining in Physical the company For example if
virtual meeting for shareholders other than Form. folio number is 001*** and
EVEN is 101456 then user ID is
individual shareholders holding securities
101456001***
in demat mode and shareholders holding
securities in physical mode. 6. Password details for shareholders other than
How to Log-in to NSDL e-Voting website? Individual shareholders are given below:
1. Visit the e-Voting website of NSDL. Open
web browser by typing the following URL: a) If you are already registered for
https://www.evoting.nsdl.com/ either on a e-Voting, then you can use your
Personal Computer or on a mobile. existing password to login and cast
your vote.
2. Once the home page of e-Voting system
is launched, click on the icon “Login” b) If you are using NSDL e-Voting system
which is available under ‘Shareholder / for the first time, you will need to
Member’ section. retrieve the ‘initial password’ which
was communicated to you. Once you
3. A new screen will open. You will have to retrieve your ‘initial password’, you
enter your User ID, your Password / OTP and need to enter the ‘initial password’ and
a Verification Code as shown on the screen. the system will force you to change
your password.
4. Alternatively, if you are registered for
NSDL eservices i.e. IDEAS, you can log- c) How to retrieve your ‘initial password’?
in at https://eservices.nsdl.com/ with
your existing IDEAS login. Once you log- (i) If your Email ID is registered in
in to NSDL eservices after using your your demat account or with the
log-in credentials, click on e-Voting and company, your ‘initial password’
you can proceed to Step 2 i.e. Cast your is communicated to you on your
vote electronically. Email ID. Trace the email sent to
you from NSDL from your mailbox.

Annual Report 2022-23 15

 Open the email and open the Step 2: cast your vote electronically and join
attachment i.e. a .pdf file. Open General Meeting on NSDL e-Voting system.
the .pdf file. The password to open How to cast your vote electronically and join
the .pdf file is your 8 digit client General Meeting
 on NSDL e-Voting system?
ID for NSDL account, last 8 digits
1. After successful login at Step 1, you will be able
of client ID for CDSL account
to see all the companies “EVEN” in which you
or folio number for shares held
are holding shares and whose voting cycle and
in physical form. The .pdf file
General Meeting are in active status.
contains your ‘User ID’ and your
‘initial password’.
2. Select “EVEN” of company which is 124053. For
joining virtual meeting, you need to click on “VC
(ii) If your Email ID is not registered,
/ OAVM” link placed under “Join Meeting”.
please follow steps mentioned
below in ‘Process for those
3. Now you are ready for e-Voting as the Voting
shareholders whose Email IDs are
page opens.
not registered’.
4. Cast your vote by selecting appropriate options
7. If you are unable to retrieve or have not
i.e. assent or dissent, verify / modify the number
received the “Initial password” or have
of shares for which you wish to cast your vote
forgotten your password:
and click on “Submit” and also “Confirm”
when prompted.
(i) 
Click on “Forgot User Details /
Password?”(If you are holding shares
5. Upon confirmation, the message “Vote cast
in your demat account with NSDL
successfully” will be displayed.
or CDSL) option available on www.
evoting.nsdl.com. 6. You can also take the printout of the votes cast
by you by clicking on the print option on the
(ii) Physical User Reset Password?” (If you
confirmation page.
are holding shares in physical mode)
option available on www.evoting.nsdl. 7. Once you confirm your vote on the resolution,
com you will not be allowed to modify your vote.

(iii) 
I f you are still unable to get the General Guidelines for shareholders
password by aforesaid two options,
1. Institutional shareholders (i.e. other than
you can send a request at evoting@
individuals, HUF, NRI etc.) are required to
nsdl.co.in mentioning your demat
send scanned copy (PDF/JPG Format) of the
account number / folio number, your
relevant Board Resolution / Authority letter etc.
PAN, your name and your registered
with attested specimen signature of the duly
address etc.
authorized signatory(ies) who are authorized
(iv) Members can also use the OTP (One to vote, to the Scrutinizer by Email to jbbhave@
Time Password) based login for casting gmail.com with a copy marked to evoting@
the votes on the e-Voting system nsdl.co.in. Institutional shareholders (i.e. other
of NSDL. than individuals, HUF, NRI etc.) can also upload
their Board Resolution / Power of Attorney /
(v) After entering your password, tick on Authority Letter etc. by clicking on “Upload
Agree to “Terms and Conditions” by Board Resolution / Authority Letter” displayed
selecting on the check box. under “e-Voting” tab in their login.

(vi) 
N ow, you will have to click on 2. It is strongly recommended not to share your
“Login” button. password with any other person and take utmost
care to keep your password confidential. Login
(vii) After you click on the “Login” button, to the e-voting website will be disabled upon
Home page of e-Voting will open. five unsuccessful attempts to key in the correct

16
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

password. In such an event, you will need to go through their demat account maintained with
through the “Forgot User Details/Password?” or Depositories and Depository Participants.
“Physical User Reset Password?” option available Shareholders are required to update their mobile
on www.evoting.nsdl.com to reset the password. number and Email ID correctly in their demat
account in order to access e-Voting facility.
3. In case of any queries, you may refer the
Frequently Asked Questions (FAQs) for THE INSTRUCTIONS FOR MEMBERS FOR E-VOTING
Shareholders and e-voting user manual for ON THE DAY OF THE AGM ARE AS UNDER:
Shareholders available at the download section
1. The procedure for e-Voting on the day of the
of www.evoting.nsdl.com or call on toll free no.:
AGM is same as the instructions mentioned
1800 1020 990 and 1800 22 44 30 or send a
above for remote e-voting.
request to Mr. Amit Vishal, Senior Manager –
NSDL, Ms. Pallavi Mhatre, Manager – NSDL or 2. Only those Members / shareholders, who will be
Mr. Sagar Gudhate, Manager - NSDL at evoting@
present in the AGM through VC / OAVM facility
nsdl.co.in.
and have not cast their vote on the Resolutions
through remote e-Voting and are otherwise not

Process for those shareholders whose email
barred from doing so, shall be eligible to vote
ids are not registered with the depositories for
through e-Voting system in the AGM.
procuring user id and password and registration
of email ids for e-voting for the resolutions set out
3. Members who have voted through Remote
in this notice:
e-Voting will be eligible to attend the AGM.
1. In case shares are held in physical mode please However, they will not be eligible to vote at
provide Folio No., Name of shareholder, scanned the AGM.
copy of the share certificate (front and back),
PAN (self-attested scanned copy of PAN card), 4. The details of the person who may be contacted
AADHAR (self-attested scanned copy of Aadhar for any grievances connected with the facility
Card) by email to investor@tatatechnologies. for e-Voting on the day of the AGM shall be the
com. same person mentioned for Remote e-voting.

2. In case shares are held in demat mode, please INSTRUCTIONS FOR MEMBERS FOR ATTENDING
provide DPID-CLID (16 digit DPID + CLID or 16 THE AGM THROUGH VC / OAVM ARE AS UNDER:
digit beneficiary ID), Name, client master or copy
1. Member will be provided with a facility to attend
of Consolidated Account statement, PAN (self-
the AGM through VC / OAVM through the NSDL
attested scanned copy of PAN card), AADHAR
e-Voting system. Members may access by
(self-attested scanned copy of Aadhar Card)
to investor@tatatechnologies.com. If you are following the steps mentioned above for Access
an Individual shareholder holding securities in to NSDL e-Voting system. After successful login,
demat mode, you are requested to refer to the you can see link of “VC / OAVM link” placed under
login method explained at step 1 (A) i.e. Login “Join meeting” menu against company name. You
method for e-Voting and joining virtual meeting are requested to click on VC / OAVM link placed
for Individual shareholders holding securities in under Join General Meeting menu. The link for
demat mode. VC / OAVM will be available in Shareholder /
Member login where the EVEN of Company will
3. Alternatively, shareholder / members may send be displayed. Please note that the members
a request to evoting@nsdl.co.in for procuring who do not have the User ID and Password
user ID and password for e-voting by providing for e-Voting or have forgotten the User ID and
above mentioned documents. Password may retrieve the same by following the
remote e-Voting instructions mentioned in the
4. In terms of SEBI circular dated December 9, notice to avoid last minute rush.
2020, on e-Voting facility provided by Listed
Companies, Individual shareholders holding 2. Members are encouraged to join the Meeting
securities in demat mode are allowed to vote through Laptops for better experience.

Annual Report 2022-23 17

 3. Members will be required to allow Camera and share capital of the Company as on Thursday,
use Internet with a good speed to avoid any July 20, 2023.
disturbance during the meeting.
4. Mr. Jayavant Bhave, Practicing Company
4. Please note that Participants connecting from Secretary (FCS No. 4266; COP No. 3068)
Mobile Devices or Tablets or through Laptop has been appointed as the Scrutinizer to
connecting via Mobile Hotspot may experience scrutinize the e-voting process in a fair and
Audio / Video loss due to fluctuation in their transparent manner.
respective network. It is therefore recommended
to use stable Wi-Fi or LAN connection to mitigate 5. The Scrutinizer shall, immediately after the
any kind of aforesaid glitches. conclusion of voting at the general meeting,
unblock the votes cast through remote e-voting
5. Shareholders who would like to express their in the presence of at least two witnesses not in
views / have questions may send their questions the employment of the Company and make, not
in advance mentioning their name, demat later than three (3) days from the conclusion of
account number / Folio Number, Email ID, mobile the meeting, a consolidated Scrutinizer’s Report
number at investor@tatatechnologies.com. The of the total votes cast in favor or against, if any,
same will be replied by the Company suitably. forthwith to the Chairman or a person authorized
by him in writing who shall countersign the same.
General Guidelines:
1. The remote e-voting period commences on 6. The Results declared along with the Scrutinizer’s
Monday, July 24, 2023, at 9:00 A.M. and ends on Report shall be placed on the Company’s website
Wednesday, July 26, 2023, at 05:00 P.M. During www.tatatechnologies.com immediately after
this period, shareholders of the Company, the results are declared by the Chairman.
holding shares either in physical form or in
dematerialized form, as on the Cut-off date i.e. 7. Subject to the receipt of requisite number of
Thursday, July 20, 2023, may cast their vote votes, the resolution shall be deemed to be
electronically. The e-voting module shall be passed on the date of the AGM.
disabled by NSDL for voting thereafter. Once the
vote on a resolution is cast by the shareholder, By Order of the Board of directors
the shareholder will not be allowed to change it
subsequently or cast the vote again.
 Vikrant Gandhe
2. The members, who have cast their vote by Date: June 30, 2023 Company Secretary
remote e-voting, may also attend the meeting Place: Pune, Maharashtra Membership No. FCS 4757
through VC but shall not be entitled to cast their
vote again. Registered Office:
Tata Technologies Limited
3. The voting rights of shareholders shall be in Plot No 25, Rajiv Gandhi Infotech Park,
proportion to their shares of the paid-up equity Hinjawadi, Pune – 411057

18
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

The following Explanatory Statement pursuant to Section Exchange Board of India (Listing Obligations and
102(1) of the Companies Act, 2013 (“the Act”), sets out all Disclosure Requirements) Regulations, 2015, as amended
material facts relating to the Special Business mentioned and other applicable law prior to filing of the draft red
in the accompanying Notice and should be taken as herring prospectus with the Securities and Exchange
forming a part of the Notice. Board of India.

Item 5 – Appointment of Mr. Nagaraj Ijari as an The Board vide its circular resolution passed on March 1,
Independent Director: 2023, subject to approval of shareholders of the Company,
The Company needed to re-constitute its board of appointed Mr. Nagaraj Ijari as an additional director (in the
directors to ensure compliance with the corporate category of independent director) of the Company for a
governance requirements under the Securities and period of five consecutive years from March 1, 2023, to
February 28, 2028.

DETAILS OF DIRECTOR SEEKING APPOINTMENT:

Name Mr. Nagaraj Ijari (DIN: 09390579)

Date of Birth July 20, 1959
Date of appointment March 1, 2023
Qualifications Bachelor’s degree in technology (textiles) from the Bangalore
University and Advanced Management Program from the Harvard
Business School.
Expertise in specific functional areas Engineering
Directorships held in other Companies (excluding foreign and TML Business Services Limited
Section 8 Companies)
Memberships/ Chairmanships of committees of other public Member of following Committees of TML Business Services
companies Limited:
• Audit Committee,
• Nomination and Remuneration Committee and
• Corporate Social Responsibility Committee
Number of shares held in the Company NIL
Number of Meetings of the Board of Directors attended during 2 (out of 2)
FY 2022-23: since appointment
Relationship with other Directors, Manager or Key Managerial None
Personnel, if any
Last drawn Remuneration Nil

The Board recommends to the members to pass the governance requirements under the Securities and
resolution as Ordinary Resolution. Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended
None of the Directors, except Mr. Nagaraj Ijari, Key and other applicable law prior to filing of the draft red
Managerial Personnel, relatives of Directors and Key herring prospectus with the Securities and Exchange
Managerial Personnel of the Company are directly/ Board of India.
indirectly interested in the above resolution.
The Board vide its circular resolution passed on March 1,
Item 6 – Appointment of Mr. Shailesh Chandra as Non- 2023, subject to approval of shareholders of the Company,
Executive Director: appointed Mr. Shailesh Chandra as an additional director
The Company needed to re-constitute its board of (non-executive category) of the Company.
directors to ensure compliance with the corporate

Annual Report 2022-23 19

DETAILS OF DIRECTOR SEEKING APPOINTMENT:

Name Mr. Shailesh Chandra (DIN: 07593905)

Date of Birth April 13, 1973
Date of appointment March 1, 2023
Qualifications Bachelor’s degree in technology in Mechanical Engineer from
Banaras Hindu University and executive master’s degree in
business administration from S.P. Jain Institute of Management
and Research
Expertise in specific functional areas Strategy and Business transformation
Directorships held in other Companies (excluding foreign and 1. Tata Motors Passenger Vehicles Limited
Section 8 Companies) 2. Tata Passenger Electric Mobility Limited
3. JT Special Vehicles Private Limited
4. Fiat India Automobiles Private Limited
Memberships/ Chairmanships of committees of other public NIL
companies
Number of shares held in the Company NIL
Number of Meetings of the Board of Directors attended during FY 1 (out of 2)
2022-23: since appointment
Relationship with other Directors, Manager or Key Managerial None
Personnel, if any
Last drawn Remuneration Nil

The Board recommends to the members to pass the registered office of the Company during the working
resolution as Ordinary Resolution. hours of the Company on any working day and on the
website of the Company, at https://www.tatatechnologies.
None of the Directors, except Mr. Shailesh Chandra, com/in/investor-relations/ up to the date of the annual
Key Managerial Personnel, relatives of Directors and general meeting.
Key Managerial Personnel of the Company are directly/
indirectly interested in the above resolution. Pursuant to the provisions of Section 14 of the Companies
Act, 2013, as applicable, any amendment in Article of
Item 7 - Adoption of amended Articles of Association Association requires approval of the members of the
Company by way of a special resolution.
In order to undertake the proposed initial public offering,
the Company was required to ensure that the articles of
The Board recommends to the members to pass the
association of the Company (the “Articles of Association”)
resolution as Special Resolution.
conform to the requirements prescribed by relevant
stock exchanges prior to filing of the draft red herring None of the directors or managers or key managerial
prospectus (“DRHP”) with the Securities and Exchange personnel or their relatives is concerned or interested
Board of India (“SEBI”) and the relevant stock exchanges. in the said resolution except to the extent of their
Accordingly, the Company had amended its Articles of shareholding in the Company, if any.
Association and divided it into two parts, Part A and Part
B, pursuant to Board resolution dated December 12, 2022 By Order of the Board of directors
and shareholders resolution dated January 14, 2023. The
DRHP was filed with the SEBI and stock exchanges on
March 9, 2023. Pursuant to observations received from  Vikrant Gandhe
SEBI on the DRHP, the Articles of Association are proposed Date: June 30, 2023 Company Secretary
to be amended to terminate Part B in the existing Articles Place: Pune, Maharashtra Membership No. FCS 4757
of Association and make corresponding article cross-
reference changes. Registered Office:
Tata Technologies Limited
The existing Articles of Association (including both Plot No 25, Rajiv Gandhi Infotech Park,
Part A and Part B) and the proposed revised Articles of Hinjawadi, Pune – 411057
Association will be made available for inspection at the

20
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Item 4: DETAILS OF DIRECTOR SEEKING RE-APPOINTMENT AT THIS ANNUAL GENERAL MEETING

Name Mr. Pathamadai Balachandran Balaji (DIN: 02762983)

Date of Birth September 9, 1969
Date of Appointment March 30, 2018
Qualifications Mechanical Engineer from IIT Chennai and a PGDM from IIM Kolkata
Expertise in specific functional areas Wide experience and expertise in Finance
Directorships held in other Public Companies (excluding foreign 1. Tata Motors Finance Limited
and Section 8 Companies)
2. Tata Motors Finance Solutions Limited
3. TMF Holdings Limited
4. Tata Consumer Products Limited
5. Tata Motors Passenger Vehicles Limited
6. Tata Passenger Electric Mobility Limited
Memberships / Chairmanships of committees of other public 1. 
Member of Audit Committee, Nomination and Remuneration
companies Committee, Risk Management Committee and IT Strategy
Committee of Tata Motors Finance Limited
2. Chairman of Risk Management Committee and Member of Audit
Committee, Stakeholders Relationship Committee, Nomination
and Remuneration Committee, Corporate Social Responsibility
Committee and IT Strategy Committee of Tata Motors Finance
Solutions Limited
3. 
Member of Audit Committee, Nomination and Remuneration
Committee, Risk Management Committee and IT Strategy
Committee of TMF Holdings Limited
4. Member of Corporate Social Responsibility Committee of Tata
Passenger Electric Mobility Limited
Number of shares held in the Company None
Number of Meetings of the Board of Directors attended during 12 (out of 12)
FY 2022-23
Relationship with other Directors, Manager or Key Managerial None
Personnel, if any
Last drawn Remuneration Nil

Annual Report 2022-23 21

Board’s Report
TO THE MEMBERS OF TATA TECHNOLOGIES LIMITED

The board of directors present the Annual Report of Tata Technologies Limited (the Company) along with the audited
financial statements for the financial year ended March 31, 2023. The consolidated performance of the Company and
its subsidiaries has been referred to wherever required.

1. FINANCIAL RESULTS
The summary of the financial results of the Company for year ended March 31, 2023, is as follows:
(` Crore)

Standalone Consolidated
Particulars
2022-23 2021-22 2022-23 2021-22
Income from Operations 2,112.28 1,730.76 4,414.18 3,529.57
Other Income 38.23 37.57 87.74 48.80
Total Income 2,150.51 1,768.33 4,501.92 3,578.37
Operating Expenditure 1,745.53 1,421.22 3,593.24 2,883.93
Profit before Depreciation, Interest and Taxes 404.98 347.11 908.68 694.44
Interest 11.66 14.48 17.98 21.90
Depreciation 61.17 49.84 94.55 85.71
Profit before exceptional item and tax 332.15 282.79 796.15 586.83
Exceptional items - - - -
Profit before tax (PBT) 332.15 282.79 796.15 586.83
Tax expense 88.12 64.27 172.12 149.86
Profit after Tax (PAT) 244.03 218.52 624.03 436.97

2. STATE OF THE COMPANY’S AFFAIRS, OPERATING crore compared with ` 873.61 crore during the
RESULTS & BUSINESS PERFORMANCE previous financial year.
The Operating revenue of the Company recorded an
During the year under review, the Company did not
increase of 22% during financial year 2022-23 over
receive any dividend from its subsidiaries.
the previous financial year on a standalone basis. The
revenue increment on standalone basis was mainly
The PBT of the Company increased by 17.45% to
due to an increase of 34.1% in sale of services to
` 332.15 crore in financial year 2022-23 compared
` 1,555.01 crore, while sale of technology solutions
with ` 282.79 crore in the previous financial year on
decreased marginally by 2.3% to ` 556.96 crore. a standalone basis. The PAT increased to ` 244.03
crore in financial year 2022-23 compared with
On consolidated basis, the Group’s revenue from
` 218.52 crore during the previous financial year on
operations increased by 25.1% to ` 4,414.18 crore
standalone basis.
during the financial year 2022-23 as against ` 3,529.57
crore during the previous year. The revenue from On consolidated basis, the Group recorded an
sale of services increased by 33.2% to ` 3,535.22 increase in other income to ` 87.74 crore during
crore in financial year 2022-23 as compared with financial year 2022-23 compared with ` 48.80 crore
` 2,654.84 crore in financial year 2021-22. Business during financial year 2021-22 mainly on account
in South-East Asia has witnessed significant increase of research and development expenditure credit
in service revenue due to existing and new business recognized in UK, which corresponds with increase
opportunities coupled with increase in service in revenue from that geographical location.
revenue in India, UK and US regions by 14.9%, 22.0%
and 19.5% respectively. Revenue from technology On consolidated basis, the Group earned a PBT of
solutions increased marginally by 0.4% to ` 877.37 ` 796.15 crore during the financial year 2022-23

22
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

compared with ` 586.83 crore during the previous 3. DIVIDEND

financial year, thereby registering an increase of During the year under review, the Company did not
35.7% over the previous financial year, consequent pay any interim dividend. The Board recommended a
to the factors explained below: final dividend of ` 7.70 per share and one-time special
dividend of ` 4.60 per share. The total proposed
a. The employee benefit expenses in 2022-23 were dividend for the year ended March 31, 2023, including
` 1,929.46 crore compared with ` 1,512.70 crore in the final dividend and one-time special dividend
financial year 2021-22, higher by 27.6%, primarily amounts to ` 12.30 per share.
due to increase in the average manpower
strength required to support business growth. 4. TRANSFER TO RESERVES
Outsourcing and consultancy charges also The board of directors have not proposed to transfer
increased by 42.5% to ` 569.66 crore during any amount to the general reserve. Therefore, the
financial year 2022-23 compared with ` 399.80 entire profit of ` 244.03 crore earned during the
crore during financial year 2021-22. Employee financial year 2022-23 has been retained in the
expenses and contractor cost together Company’s profit and loss account.
accounted for 56.6% of revenue from operations
in financial year 2022-23 compared with 54.2% 5. HUMAN RESOURCE DEVELOPMENT
in the previous financial year 2021-22. Building on the progress made during the last fiscal
year, the Company undertook various interventions
b. Other expenses increased by 45.5% to ` 411.64
towards enhancement of human resource
crore during financial year 2022-23 compared development practices during the year under review,
with ` 282.89 crore during financial year particularly in the domains of learning, growth,
2021-22. However, when calculated as a performance management, and engagement.
percentage of revenue from operations, the
other expenses have only marginally increased Our global in-house technical learning platform
to 9.3% compared with 8% during financial year TTL TechVarsity—launched during FY22 to cater
2021-22. A detailed analysis is as under: to technical competency development across
• Increase in software and AMC charges by the organization—delivered trainings with over
` 50.30 crore is primarily on account of 200 technical modules during the last fiscal year.
new annual software licenses purchased The modules covered more than 4500 unique
lateral employees through build vs buy, account-
across territories on account of increase in
specific trainings, and competency catalogue-
business operations.
based trainings. During the year under review, 700+
• Travelling and conveyance expenses were new generation engineers went through the EDGE
higher by ` 48.06 crore due to increase in program, that covered various technologies, domains
domestic and international business travel and processes besides contributing to a significant
during the year supported by relaxation in increase of 60.08% in upskilling of employees and
travelling norms. 194.3% increase in person-days of learning. It also
resulted in the accreditation of 230 employees in
• Professional fees increased by ` 16.06 crore
eight technical areas. Currently, TechVarsity also
and staff recruitment, training and seminar
manages the LMS of a leading aerospace customer
expenses were higher by ` 10.16 crore as
to build competencies for their project.
compared with the previous year because of
overall increase in business operations. During the year under review, more than 1,027 campus
Although tax expenses increased by ` 22.26 crore hires, globally, underwent the ‘campus to corporate’
in the current financial year as compared with the transition trainings for graduate engineer trainees
previous year, the effective tax rate (ETR) reduced (GETs) that focused on soft skills. The competency
from 25.5% to 21.6%, mainly due to changes in income gaps highlighted during the performance assessment
tax regulations in US territory. Consequently, the PAT process during the year were bridged through a
increased by 42.8% to ` 624.03 crore in financial structured series of trainings, designed for 3,375
year 2022-23 compared with ` 436.97 crore in the lateral employees globally. About 3,328 virtual
learning course completions were registered
previous financial year.

Annual Report 2022-23 23

 across the organization on a recognized online implementation of key strategic business initiatives.
learning platform. Additionally, various strategic The TBEM focuses on key aspects of the business
developmental interventions were organized to cater such as leadership, strategy, customer, people,
to the team or business unit-specific requirements processes and the outcomes they deliver to improve
(e.g., intercultural sensitivity, program management, business performance. The Company, periodically
etc.). assessed under the TBEM criteria based on the
Malcolm Baldrige framework, qualified as an emerging
About, 286 talent managers underwent the Leadership industry leader upon crossing the 550 score in
Excellence Acceleration Program (LEAP) certification the 2020 TBEM assessment. The Company then
course that provides structured inputs to people underwent an external TBEM assessment in 2022,
managers on various aspects of team management and achieved a score of 587, up from 553 in 2020. This
through a virtual mode, powered by a recognized TBEM Score denotes that “there are no major gaps
online learning platform. The year also witnessed the in the deployment of the overall requirement of the
completion of the LeaderBridge certification of 36 TBEM criteria and results address most key customer
senior leaders, conducted in partnership with Xavier / stakeholder, market, and process requirements
School of Management (XLRI, formerly called Xavier and demonstrate the area of strength.” Basis the
Labor Relations Institute) and Tata Management assessment findings, the Company developed
Training Centre (TMTC). LeaderBridge, the Company’s strategic action plans to address the gaps across its
flagship long-term leadership development initiative, business, including sales, marketing, delivery, and HR
is an extended development intervention designed processes. The implementation of these strategies
to build and groom the next generation of leaders. and the outcome are reviewed by the executive
leadership team and an update on progress is shared
To foster employee career growth, the Company with the Board every quarter.
introduced its formal internal mobility and growth
policy to be deployed globally under the newly The Company has adopted various internal and
formed talent review forums. external processes and standards to establish its
quality management system and ensure consistent
The Company’s diversity and inclusion policy delivery quality globally across client engagements.
stresses the importance of eliminating barriers to The Company uses project management applications
ensure that all employees enjoy full participation to record the planning and logistics like time and
in the workplace. The Company believes that this booking data, which is utilized as a basis for project
approach drives the development and achievement tracking, accounting, consolidation and management
of well-informed and culturally appropriate business information systems across our locations. Client
outcomes. The Company further consolidated its feedback cultivated through the NPS with inputs
efforts on diversity, equity, and inclusion towards from project teams, is used to continually improve
the end of FY23 with the launch of ‘RAINBOW, a our quality management systems. The Company
structured initiative to promote diversity, equity, has implemented the Project Health Quality Index
and inclusion, with the FY24 theme being gender (PHQI) which is an amalgamation of key lead and lag
diversity. The Company also rolled out a differently metrics of project management that provide early
abled support policy, committed to hire and create warning signs of potential difficulties that may arise
infrastructure for diverse talent in its workspaces. in project delivery. The benefits of PHQI are visible
Our women workforce count stands at 14.04% of the in terms of adherence to timelines, quality, and cost
total workforce, while the percentage of women in objectives, besides ensuring client satisfaction.
the executive leadership team (ELT) stands at 27.27%. The Company has adopted the following globally
The attrition rate during the year under review was recognized standards:
21.7%.
• Quality management systems: ISO 9001:2015
6. 
B USINESS EXCELLENCE AND QUALITY certification for facilities in our corporate office
INITIATIVES at Hinjawadi, Pune, special economic zone
The Company has adopted the Tata Business (SEZ) Blueridge (Pune), Thane, Jamshedpur,
Excellence Model (TBEM) as an organizational Bengaluru in India and Brasov, Craiova and Lasi
improvement methodology for excellence in the Romania locations

24
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

• Aerospace quality management system: AS 9100D (Rupees two) each as bonus shares credited as
certification for our facilities in Hinjawadi and SEZ fully paid-up, to the eligible shareholders of the
Blueridge in Pune, India Company holding equity shares whose names
appeared in the Register of Members / Beneficial
• Information security management system: ISO
Owners' position of the Company on January 16,
27001:2013 certification for our facilities in JK
2023 (record date), in the proportion of one new
Infotech, Hinjawadi, and SEZ Blueridge in Pune, India
equity share for every one equity share held in
• Occupation health and safety management the Company. Consequent to the bonus issue
systems: ISO 45001:2018 certification for our of shares, the paid-up capital of the Company
facilities at Hinjawadi and JK Infotech in Pune. stands at `81,13,37,060 (Rupees eighty-one
All employees are trained to ensure compliance crore thirteen lakh thirty seven thousand and
with the Company’s code of conduct that is sixty) as on March 31, 2023.
stringently implemented.
Proposed IPO
7. CHANGES IN SHARE CAPITAL
Your Company has proposed, subject to receipt
During the financial year 2022-2023, the following
of requisite approvals, market conditions and
changes have occurred in the share capital of
other considerations, to make an initial public
the Company:
offer of its equity shares by way of an offer for
sale and has filed a draft red herring prospectus
a) Sub-division of face value of Equity Shares
with the Securities and Exchange Board of India
of the Company:
on March 9, 2023 (IPO). The IPO comprises
During the year, each equity share of face value of up to 95,708,984 equity shares for cash,
of `10 each was subdivided into five equity representing approximately 23.60% of your
shares of face value of `2 each. Company’s paid-up share capital.

b) Increase in authorized share capital of the The IPO comprises of an offer for sale of (a)
Company: up to 81,133,706 equity shares by Tata Motors
During the year, the authorized share capital of Limited, (b) up to 9,716,853 equity shares
the Company was increased from `60,70,00,000 by Alpha TC Holdings Pte. Ltd. and (c) up to
(Rupees sixty crore seventy lakh) and divided 4,858,425 equity shares by Tata Capital Growth
into 30,00,00,000 (thirty crore) equity shares of Fund I, each representing up to 20%, 2.40% and
`2 (Rupees Two) each and 7,00,000 (seven lakh) 1.20%, respectively of your Company’s paid-up
0.01% cumulative non-participative compulsorily share capital.
convertible preference shares of ` 10 (Rupees
ten) to ` 3,50,70,00,000 (Rupees three hundred 8. 
MATERIAL CHANGES AND COMMITMENT
and fifty crore and seventy lakh) divided into AFFECTING THE FINANCIAL POSITION
1,75,00,00,000 (one hundred and seventy five There have been no material changes affecting the
crore) equity shares of ` 2 (Rupees two) each financial position of the Company, after the close of
and 7,00,000 (seven lakh) 0.01% cumulative FY 2022-23 till the date of this Report.
non-participative compulsorily convertible
preference shares of ` 10 (Rupees ten). 9. SUBSIDIARY COMPANIES AND JOINT VENTURE
There was no change in the preference share Your Company has eleven (11) subsidiaries.
capital which continues to be 7,00,000 (seven
lakh) 0.01% cumulative non-participative With a view to simplify its operations, and structure,
compulsorily convertible preference shares of your Company had undertaken a restructuring
` 10 (Rupees ten) each. program aimed to reduce the number of subsidiaries,
besides exiting sub-optimal operations and de-
c) Issue of Bonus Equity Shares: layering of subsidiaries. As part of this process,
During the year, the Company issued and Tata Technologies de Mexico, S.A. de C.V., a step
allotted 20,28,34,265 (twenty crore twenty subsidiary of the Company passed a resolution for
eight lakh thirty four thousand two hundred its voluntary liquidation in March 2020, which is still
and sixty five) equity shares of face value ` 2 an ongoing process.

Annual Report 2022-23 25

 Tata HAL Technologies Limited (THAL), a joint venture ii. they have selected such accounting policies and
between Hindustan Aeronautics Limited (HAL) and applied them consistently and made judgments
Tata Technologies Limited had decided to close its and estimates that are reasonable and prudent
operations effective March 31, 2020. Post receipt so as to give a true and fair view of the state
of the necessary Board and shareholder approvals of affairs of the Company at the end of the
in 2021 and other necessary formalities being financial year and of the profit of the Company
completed, THAL had filed a petition for voluntary for that period
liquidation with the National Company Law Tribunal
(NCLT), Bengaluru on July 12, 2022. The NCLT issued iii. they have taken proper and sufficient care
its order of dissolution on March 17, 2023, and for the maintenance of adequate accounting
THAL was dissolved w.e.f. that date. The necessary records in accordance with the provisions of the
filings with the Ministry of Corporate Affairs have Act for safeguarding the assets of the Company
been completed. and for preventing and detecting fraud and
other irregularities
INCAT GmbH, a step subsidiary of the Company
in Germany, which too, was under liquidation, iv. they have prepared the annual accounts on a
going concern basis
was revived with effect from March 30, 2022, and
the name of the company was changed to Tata
v. they have devised proper systems to ensure
Technologies GmbH.
compliance with the provisions of all applicable
laws and that such systems are adequate and
Other than what has been stated above, there has
operating effectively
been no material change in the nature of the business
of the subsidiaries.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of Section 129(3) of In terms of Section 149 of the Act, Mr. Ajoyendra
the Companies Act, 2013, a statement containing Mukherjee, Ms. Usha Sangwan, Mr. Nagaraj Ijari, and
the salient features of financial statements of the Ms. Aarthi Sivanandh are the independent directors
Company’s subsidiaries in Form AOC-1 is attached of the Company as on date of this report. All the
to the financial statements of the Company as independent directors of the Company have provided
requisite declarations under Section 149(7) of the
Annexure I.
Act, that they meet the criteria of independence as
10. DIRECTORS’ RESPONSIBILITY STATEMENT laid down under Section 149(6) of the Act along with
Rules framed thereunder.
Based on the framework of internal financial controls
and compliance systems established and maintained Ms. Aarthi Sivanandh (DIN: 00140141) was appointed
by the Company, the work performed by the internal, as additional director in the independent and woman
statutory and secretarial auditors and external category w.e.f. June 11, 2022, for a term of three years.
consultants, including the audit of internal financial Her appointment was approved by the shareholders
controls over financial reporting by the statutory in the Annual General Meeting held on July 1, 2022.
auditors and the reviews performed by management
and the relevant board committees, including the Ms. Usha Sangwan (DIN: 02609263) was appointed
audit committee, the Board is of the opinion that the as additional director in the independent and
Company’s internal financial controls were adequate woman category w.e.f. October 21, 2022, for a term
and effective during FY 2022-2023. of three years. Her appointment was approved
by the shareholders on January 14, 2023, through
Pursuant to Section 134(5) of the Act, the Board of postal ballot.
Directors, to the best of its knowledge and ability,
confirm that: Mr. Nagaraj Ijari (DIN: 09390579) was appointed as
additional director in the independent category
i. in the preparation of the annual accounts, the w.e.f. March 1, 2023, for a term of five years subject
applicable accounting standards have been to approval of the shareholders. A resolution seeking
followed and there are no material departures shareholders’ approval for the appointment of

26
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Mr. Nagaraj Ijari forms a part of the Notice of the 12. BOARD MEETINGS
Annual General Meeting (AGM). Pursuant to Section Twelve meetings of the Board were held during
149 (6) of the Companies Act, 2013, the Company the year under review. The time gap between two
has received the declaration of independence from meetings was less than 120 days.
Mr. Nagaraj Ijari.
13. BOARD EVALUATION
Mr. Shailesh Chandra (DIN: 07593905) was appointed The Company has adopted the Tata Group
as additional director in the non-executive non- Governance Guidelines that provides a due
independent category w.e.f. March 1, 2023, subject process for evaluation of board performance. The
to approval of the shareholders. A resolution seeking Board of Directors has accordingly conducted an
shareholders’ approval for the appointment of annual assessment of its own performance, board
Mr. Shailesh Chandra forms a part of the Notice of committees, and individual directors pursuant
to Section 134(3)(p) of the Companies Act, 2013
the AGM.
read with Rule 8(4) of the Companies (Accounts)
Rules, 2014.
Mr. Subramanian Ramadorai (DIN: 00000002)
resigned as non-executive director and consequently The board thus sought inputs from all the directors
ceased to be Chairman of the board of directors w.e.f. on the basis of criteria such as board composition
the closure of the Board meeting held on February and structure, effectiveness of board processes,
21, 2023. information and functioning, etc. Since FY22, the
Company has adopted an automated tool to make
Mr. Ajoyendra Mukherjee (DIN: 00350269) was the evaluation process objective, which provides
appointed as Chairman of the board of directors for a simple and secure system accessible only
w.e.f. the closure of the Board meeting on February to the members of the Board / committees along
21, 2023. with a comparative multi-year view of the board
evaluation feedback.
Mr. Pathamadai Balachandran Balaji (DIN: 02762983)
The performance of the committees was evaluated
retires by rotation and being eligible, has offered
by the board after seeking inputs from the committee
himself for re-appointment.
members basis criteria such as the composition
of committees, effectiveness of committee
A resolution seeking shareholders’ approval for the meetings, etc.
appointment forms a part of the Notice of the AGM.
In a separate meeting of independent directors
During the year, the non-executive directors of held on February 21, 2023, performance of non-
the Company had no pecuniary relationship or independent directors, the chairman of the Company
transactions with the Company, other than sitting and the board was evaluated, by considering the views
fees, commission, and reimbursement of expenses of executive directors and non-executive directors.
incurred by them for the purpose of attending the The board and the Nomination and Remuneration
board meetings of the Company. Committee reviewed the performance of individual
directors basis criteria such as contribution by the
individual director to the board and committee
In the opinion of the board of directors, the
meetings such as preparedness on the issues to
independent directors have relevant proficiency,
be discussed, meaningful participation in terms of
expertise, and experience. constructive contribution and inputs in meetings, etc.

Pursuant to the provisions of Section 203 of the Act, 14. POLICY ON DIRECTORS’ APPOINTMENT AND
the key managerial personnel of the Company as on REMUNERATION AND OTHER DETAILS
March 31, 2023, are as follows: The Company’s policy on directors’ and key
managerial personnel remuneration and other matters
Mr. Warren Kevin Harris, Chief Executive Officer and provided in Section 178(3) of the Act is available on
Managing Director, Ms. Savitha Balachandran, Chief the Company’s website at https://ttlwebassets.
Financial Officer and Mr. Vikrant Gandhe, Company tatatechnologies.com/app/uploads/2023/03/
Secretary and Compliance Officer. Nomination-and-Remuneration-Policy.pdf.

Annual Report 2022-23 27

15. INTERNAL FINANCIAL CONTROL SYSTEMS AND 19. INTERNAL AUDITORS
THEIR ADEQUACY In line with the audit committee’s recommendation
The Company’s internal control systems are to implement regular rotation of internal auditors, the
commensurate with the nature of its business, the Company has appointed M/s. Genpact Enterprise
size and complexity of its operations and such Risk Consulting LLP as the internal auditors from FY22
to FY25.
internal financial controls with reference to the
financial statements are adequate.
20. COMPLIANCE AUDITORS
16. AUDIT COMMITTEE To strengthen its compliance process, the Company
has implemented a system-based compliance tool
The Audit Committee was reconstituted on March 1, known as “iComply” across its global operations.
2023. The committee currently comprises of three M/s. Genpact Enterprise Risk Consulting LLP, as the
non-executive independent directors and one non- compliance auditor also undertakes a compliance
executive non-independent director, all of whom are review for the Company in addition to its mandate
financially literate. The committee is comprised of as internal auditors.
Ms. Usha Sangwan as the chairperson, and Ms. Aarthi
Sivanandh, Mr. Nagaraj Ijari, and Mr. Pathamadai 21. COST RECORDS
Balachandran Balaji as members of the committee. Maintenance of cost records and requirement of cost
audit as prescribed under the provisions of Section
The committee has adopted a charter for its 148(1) of the Companies Act, 2013 are not applicable
functioning and met 10 times during the year under to the business activities of the Company.
review. All of its recommendations were accepted by
the Board.
22. RISK MANAGEMENT
The Board of the Company constituted the Risk
17. STATUTORY AUDITORS Management Committee in FY23 to frame, implement
and monitor the risk management program of the
M/s. BSR & Co. LLP, Chartered Accountants, (Firm
Company and approved the risk management
Registration No. 101248W/ W-100022) were re-
policy. The board / audit committee oversees the
appointed as the statutory auditors of the Company overall process of risk management throughout
to hold office from the conclusion of the 28th AGM the organization.
held on July 1, 2022, until the conclusion of the
Company’s 33rd AGM. 23. LOANS AND INVESTMENTS
The particulars of loans, guarantees, and investments
The observations made in the Auditor’s Report have been disclosed in the financial statements.
are self-explanatory and therefore do not call for
any further comments. The report of the statutory 24. PUBLIC DEPOSITS
auditors forming part of the Annual Report, does The Company has not accepted any deposits from
not contain any qualification, reservation or the public in terms of Section 73 of the Companies
adverse remark. Act, 2013 during the year under review and hence,
no amount is outstanding under the head ‘Public
18. SECRETARIAL AUDIT Deposits’ as on March 31, 2023.
Section 204 of the Companies Act, 2013 inter-alia
25. RELATED PARTY TRANSACTIONS
requires prescribed classes of companies to annex
with its Board Report, a secretarial audit report None of the transactions with related parties falls
under the scope of Section 188(1) of the Act. As the
provided by the company secretary in practice, in
Company does not have any RPTs to report pursuant
the prescribed format. As the Company falls under
to Sections 134(3)(h) and 188 of the Act read with Rule
the prescribed class, the board of directors had
8(2) of the Companies (Accounts) Rules, 2014 in Form
appointed M/s. J. B. Bhave & Co., Practicing Company AOC-2, the same is not provided. All the related party
Secretaries, as the secretarial auditors of the transactions entered by the Company in 2022-23
Company for 2022-23 and their report is annexed to were at arm’s length and in the ordinary course of
this report as Annexure II. There are no qualifications business. All such transactions were reviewed and
/ observations in the said Report. approved by the audit committee from time to time.

28
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

26. CORPORATE SOCIAL RESPONSIBILITY TECHNOLOGY ABSORPTION

The Company has complied with the provisions of Accelerating digital transformation is a key focus
Section 135 of the Companies Act, 2013 and all its area for your Company. Your Company continued
subsequent amendments. The brief outline of the to invest in digital tools and platforms during the
Company’s corporate social responsibility (CSR) year to improve employee experience and process
efficiency. Your Company rolled out industry-
policy and the CSR initiatives undertaken during the
leading digital solutions for employee engagement
year under review are set out in Annexure III of this
and recognition, talent acquisition, indirect taxation
report in the format prescribed in the Companies
determination, and compliance in the USA. Marketing
(Corporate Social Responsibility Policy) Amendment campaign solutions were redesigned to meet the
Rules, 2021. The CSR policy is available on https:// needs of product business and the new cloud-based
www.tatatechnologies.com/in/sustainability/ helpdesk solution was implemented for corporate
clients in the products business.
27. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS During the year under review, as part of the Company’s
AND OUTGO new digital branding initiative, a user-friendly, any-
device compatible, feature-rich mobile application
CONSERVATION OF ENERGY INITIATIVES
corporate website was launched and rolled out
During the year under review, the Company worked globally. Digitalization of IT enterprise played a crucial
on various eco-efficiency measures, to promote enablement role in helping expansion of businesses
sustainability and reduce its carbon footprint. The in new regions. During the year, the Company’s core
Company implemented new technologies and best systems across order-to-cash processes, were
practices to improve its operations, reduce its enhanced for supporting additional regions in Europe
environmental impact and enable a safe return to such as Germany and France.
work (RTO).
Cybersecurity technology absorption is an essential
Energy savings: During the year, the energy practice in the Company to protect sensitive data
consumption of 6,245,336 KWH across Pune, Thane, and to maintain a healthy cyber security posture. The
Bangalore, and Gurugram locations is 25% lower than Company strives to adopt the latest security tools
and technologies to stay ahead of cyber threats
the pre-pandemic (FY 2019-20) consumption, which
and reduce the risk of data breaches and other
is attributed to the work from home practice adopted
security incidents.
by the Company. However, an increase in employees’
footfall in offices, compared with COVID-19 years Post the pandemic years, the cybersecurity threat
(FY 2021-22), has resulted in increased energy landscape has changed multi-fold. Hybrid work
consumption by 25% compared with FY 2021-22. environment has exposed the endpoints and
Many energy conservation measures (ECM) and enterprise web applications outside the organization’s
initiatives were undertaken during the year, which perimeter network security, resulting in a wider attack
included phased installations of LED and APFC panels surface area. Considering these cybersecurity risks in
at three SEZ locations. the IT environment, the Company has enhanced the
coverage of its next generation endpoint detection
Water saving measures: During the year, water and response (EDR) solution to all global endpoints.
consumption reduced by 14% as compared with the An industry leading web application firewall (WAF)
pre-Covid years FY 2019-20. has also been introduced to protect the enterprise
web application from known (OWASP) and unknown
Sustainable Connect: Sustainability has always (Zero Day) vulnerabilities and attacks.
been an area of focus for the Company, implemented
With renewed focus on process simplification
with the objective of environmental protection and
across enterprise applications, multiple initiatives
restoration. During the year, two major events for are undertaken to simplify approvals for project
mass tree plantation were implemented at the and portfolio management system, procurement
corporate office and Mahalunge Forest areas in Pune. system and service requests management system.
The principle of Reuse – Reduce – Recycle (3R) was The performance management system was
promoted across the Company’s various facilities to enhanced for meeting the changing needs of our
eliminate waste and avoid land filling. current businesses.

Annual Report 2022-23 29

 Data being core to any enterprise, multiple online Improved data center and storage services include
dashboards were developed in sales, finance, HR and optimization of the Company’s software-defined
IT which are helping business leaders to undertake platform, which has enhanced the capacity of
data driven decisions. existing servers.

Leveraging new technologies to reduce the delivery Business continuity management is another focus
time for IT solutions, a low code platform was used area for the Company, and as part of its continual
to design and deploy the solution for effective improvement initiatives, the process to have BCP for
management of IT assets. identified customer accounts at the granular level
has been enhanced. This has served to improve
Employee onboarding experience was improved business resiliency in case of any unfortunate
through multiple automation initiatives that have business interruption.
resulted in significant improvement in data quality
across enterprise systems. The focus on automation Accelerating the pace of its investments to drive
digital transformation to improve the employee
extended into multiple areas like accrual automation
experience and internal process efficiency shall be
and payroll consolidation.
key focus areas for the Company in the coming years.
With focus on improving compliance, enhancements
FOREIGN EXCHANGE EARNINGS & OUTGO
were done to ensure timesheet compliance in China
and travel portal enhancements for domestic and Information pertaining to foreign exchange earnings
international travel. and outgo during the year under review is as follows:
(` Crore)
In the process of delivering modern solutions to our Particulars 2022-23 2021-22
leading enterprise clients, the Company handles Earnings in foreign currency 802.48 596.93
intellectual property (IP) and confidential data of its Total earnings in foreign currency 802.48 596.93
customer’s products and services. Being an ISO 27001 Expenditure in foreign currency 23.22 7.42
and ISO 9001-AS certified organization, protection of Net Forex earnings 779.26 589.51
IP data lies at the core of our security architecture.
Thus, to protect our own IP data and the customer’s 28. ANNUAL RETURN
too, the Company has expanded the scope of data
Pursuant to Section 92(3) read with Section 134(3)(a)
loss prevention (DLP) technology from earlier cloud
of the Act, the Company’s annual return is available
and endpoint level to network level DLP.
on its website at https://www.tatatechnologies.com/
in/about-us/investor-relations/.
To stay ahead of the curve, the Company’s IT
infrastructure needs to be always available, 29. MANAGEMENT OF BUSINESS ETHICS
predictable, resilient, and prepared for meeting
The Tata code of conduct (TCOC) upholds the highest
future business demands, that can range from an
standards of corporate and personal conduct and
end user computing area to network connectivity
is the guiding force for all Tata companies, including
for new customers. This infrastructure includes data
Tata Technologies. The Company ensures ethical
center services along with storage, back-up and
behavior in all stakeholder interactions, including the
virtual machines. organization’s partners / suppliers, and tracks TCOC
compliance across the organization.
In the pursuit of delivering modern solutions,
the Company has invested in state-of-the-art To ensure consistent understanding and deployment
technologies like cloud native application protection of the TCOC, globally, the following processes are
platform (CNAPP), which is a network cloud integration in place:
solution that allows integration of multiple sites
without the need of a physical network. The Company • Session on TCOC as part of induction training for
new joiners.
has initiated network hardware refresh at its multiple
office locations in India as well as Europe which will • E-learning training on TCOC using iGETIT® LMS,
lead to resilient connectivity, minimize downtime and which forms part of the mandatory trainings for
ensure better compliance. all employees, and is monitored for compliance at

30
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

an organizational level. As of March 31, 2023, 96% 30. TATA TECHNOLOGIES LIMITED SHARE BASED
of employees had completed this training. LONG TERM INCENTIVE SCHEME 2022 (TTL
• The Company registered a high score on the SLTI 2022)
Leadership of Business Ethics Assurance survey Pursuant to the approval of the members obtained
that was conducted during the year. at the AGM held on July 1, 2022, the Company
adopted Tata Technologies Limited Share based
• The Company rolled out the TCOC awareness
campaign through e-mails. Long Term Incentive Scheme 2022 (TTL SLTI Scheme
2022). The objective underlying the implementation
• The Company rolled out an exclusive series of of the scheme is to attract, motivate, and retain
executive leadership videos to socialize and appropriate human talent in the Company, achieve
propagate the Values-Mission-Vision (VMV) of the sustained long-term growth of the Company, and
organization and encouraged individuals to imbibe
support creation of shareholder value by aligning
them in their day-to-day work.
the interests of the employees with the long-term
The Company launched an employees’ survey to interests of the Company.
measure awareness of TTL values and to evaluate the
level of adoption across the organization. It registered The scheme comprises two types of options, viz.,
a score of 80/100. Class A stock options (performance stock options)
and Class B stock options (employee stock option
The organizational structure for the Management of plan). The maximum number of options that may be
Business Ethics (MBE) in the Company comprises: a) granted under the Scheme is 28,00,000 resulting in
Chief ethics counsellor, b) Regional ethics counsellors, 28,00,000 equity shares of ` 2 each. The exercise
and c) POSH IC committee.
price for the performance-based Class A stock
options is ` 2 and for the Class B employee stock
In addition to the TCOC, the Company has in place
option is fixed at ` 189.95. The scheme shall be
a whistle blower policy to provide a mechanism for
administered by the Company’s board of directors
its employees to report any concern to the Ethics
Counsellor/Chairman of the Company’s Audit either directly or through a Trust. The Board may
Committee. The Company has also adopted a global authorize its Nomination and Remuneration
anti-bribery and gift policy in line with the Tata code Committee (NRC) to operate and administer
of conduct and applicable laws, if any. the scheme.

Through regular communication, employees of the Options granted under the scheme would vest
Company are well-informed regarding the framework within three years from the date of grant of options
for raising any concern about TCOC violations. The and shall be determined by the Board based on the
framework is managed by the chief ethics counsellor benchmark of achievement of performance metrics
through the Ethics office. Employees raise issues in terms of Company’s performance outcome vs.
or concerns by connecting with the office through target on revenue, operating profits, large account
the e-mail ID- ethics@tatatechnologies.com. The and such other parameters as may be determined
concerns are then assigned by the Ethics office to by board of the Company as mentioned in the Grant
regional ethics counsellors, who conduct an inquiry Letter or communicated to Employees from time
into the matter through independent investigation
to time.
committees. Complaint closures are reviewed
on a regular basis by the chief ethics counsellor.
During the year, 8,36,760 options were granted
To manage this process better, regional ethics
to select employees of the Company and its
counsellors are trained in the methodology of
subsidiaries. None of the Class A Stock Options
conducting the investigations.
(Performance Stock Options) and Class B Stock
The Company received nine complaints during the Options (Employee Stock Option Plan) were vested
year: four for wrong behavior and work practices, nor any shares were allotted during the year. During
two cases of workplace harassment, two related to FY 2022-23, there has been no change in the TTL
breach of information security, and one case of theft. SLTI Scheme 2022, other than the adjustment
Out of the nine complaints, eight have been closed consequent to sub-division of face value from ` 10
while one is in process. to 2 and bonus in the ratio of 1:1.

Annual Report 2022-23 31

 Details of the Employees Stock Option Scheme - Class A Stock Options (Performance Stock Options)

Sr.
Particulars No. of options
No.
1 Options granted 3,95,800
2 Options vested NIL
3 Options exercised NIL
4 The total number of shares arising as a result NIL
of exercise of options
5 Options lapsed 7,010
6 The exercise price ` 2 each
7 Variation of terms of options The Nomination and Remuneration Committee (NRC) of the Company
approved grant of 39,580 performance- stock options (Class A Stock
Options) of face value of ` 10 each at an exercise price of ` 10 to various
employees. The date of grant was November 6, 2022. The shareholders of
the Company in January 2023 approved the sub-division of each equity
share of ` 10 into five shares of ` 2 each. The shareholders also approved
a bonus issue of equity shares in the ratio of 1:1. Consequent to the sub-
division and bonus issue, the NRC, in February 2023, approved adjustment
to the performance stock options granted, due to which the number of
performance stock options granted became 3,88,790 excluding options
granted to one employee which lapsed due to separation of employment.
8 Money realised by exercise of options N.A.
9 Total number of options in force 3,88,790
10 Employee wise details of Options granted to –
1. Key Managerial Personnel
• Warren Harris 63,060
• Savitha Balachandran 11,660
2. 
Any other employee who receives a NA
grant of options in any one year of option
amounting to 5% or more of options
granted during that year.
3. Identified employees who were granted NA
option, during any one year, equal to
or exceeding 1% of the issued capital
(excluding outstanding warrants and
conversions) of the company at the time
of grant.

Details of the Employees Stock Option Scheme - Class B Stock Options (Employee Stock Option Plan)

Sr.
Particulars Disclosure
No.
1 Options granted 4,47,970
2 Options vested NIL
3 Options exercised NIL
4 The total number of shares arising as a result NIL
of exercise of options
5 Options lapsed NIL
6 The exercise price ` 189.95 each
7 Variation of terms of options The Nomination and Remuneration Committee (NRC) of the Company
approved grant of 44,797 Class B Stock Options (Employee Stock Option
Plan) of face value of ` 10 each at an exercise price of ` 1899.5 to various
employees. The date of grant was November 6, 2022. The shareholders of
the Company in January 2023 approved the sub-division of equity share
of ` 10 each into five shares of ` 2 each. The shareholders also approved
a bonus issue of equity shares in the ratio of 1:1. Consequent to the sub-
division and bonus issue, the NRC, in February 2023, approved adjustment
to the Class B stock options granted, due to which the number of Class B
stock options granted became 4,47,970 and the adjusted exercise price
became ` 189.95.

32
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Sr.
Particulars Disclosure
No.
8 Money realised by exercise of options N.A.
9 Total number of options in force 4,47,970
10 Employee wise details of options granted to –
1. Key Managerial Personnel
• Warren Harris 1,51,340
• Savitha Balachandran 27,980
2. Any other employee who receives a grant NA
of options in any one year of options
amounting to 5% or more of options
granted during that year
3. Identified employees who were granted NA
option, during any one year, equal to
or exceeding 1% of the issued capital
(excluding outstanding warrants and
conversions) of the company at the time of
grant

31. PREVENTION OF SEXUAL HARASSMENT not less than ` 102 lakh during the year ended March
The Company has complied with provisions relating 31, 2023 or not less than ` 8.5 lakh per month during
to the constitution of an Internal Complaints any part of the said year. Members interested in
committee under the Sexual Harassment of Women obtaining information under Section 134 (2) may write
at Workplace (Prevention, Prohibition and Redressal) to the Company Secretary at the registered office of
Act, 2013. There were no POSH cases reported during the Company.
the financial year. The annual return for POSH has
been filed for the period ended December 2022. 35. ACKNOWLEDGMENTS
The directors express their earnest gratitude to all the
32. ORDER OF COURT customers, business partners, bankers, and auditors
The Company has not received any significant and for their continued support and association with the
material orders, passed by the regulators and courts Company. We also wish to thank the Government and
or tribunal that materially impacts the ongoing status all statutory authorities for their unwavering support
and Company’s operations in the future. and co-operation and place on record our appreciation
of the dedication and hard work contributed by
33. COMPLIANCE OF APPLICABLE SECRETARIAL employees, individually and collectively, in the overall
STANDARDS progress of the Company during the last year. The
directors would like to particularly thank and place
The Company has complied with applicable
on record their gratitude to all the members of the
secretarial standards. For more details, shareholders
Company for their faith in the management and
are advised to refer to the Secretarial Audit Report
continued affiliation with the Company.
annexed to this report as Annexure II.
On behalf of the Board of Directors
34. PARTICULARS OF EMPLOYEES
Pursuant to Section 134 (2) read with Rule 5(2) and
Rule 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, Ajoyendra Mukherjee
as amended, this report is being sent to all the Date: May 5, 2023 Chairman
shareholders of the Company, excluding the details Place: Pune  DIN: 00350269
of employees who were in receipt of remuneration of

Annual Report 2022-23 33

34
Annexure I - Board’s Report
FORM NO. AOC -1
[Pursuant to first proviso to sub section 3 of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014]
PART “A”
Statement containing salient features of the financial statement of subsidaries
(Amount in ` Crore)

Investments Profit/ Profit /

Provision
Sr. Reporting Exchange Total Total Other than (Loss) (loss) Proposed %
Name of Subsidiary Company Country Capital Reserves Turnover for
No. Currency Rate Assets Liabilities Investment in Before After Dividend shareholding
taxation
Subsidiaries Taxation taxation

1 INCAT International Plc. UK GBP 101.64 2.47 45.43 47.90 - - - 0.01 - 0.01 - 100
2 Tata Technologies Inc. USA USD 82.18 983.76 (324.84) 864.18 205.26 - 988.83 84.87 19.32 65.55 - 99.80
3 Tata Technologies de Mexico, S.A. de Mexico MXN 4.55 0.80 2.07 4.71 1.83 - - (0.03) - (0.03) - 99.80
C.V. (in process of liquidation)
4 Cambric Limited, Bahamas Bahamas USD 82.18 22.19 0.87 23.06 - - - 0.07 - 0.07 - 99.80
5 Tata Technolgies SRL, Romania Romania RON 18.04 5.55 72.53 86.66 8.58 - 89.24 11.50 1.57 9.93 - 99.80
6 Tata Manufacturing Technologies China CNY 11.96 3.68 54.23 101.61 43.70 - 190.45 18.88 0.87 18.01 - 100
Consulting (Shanghai) Limited
7 Tata Technologies Europe Limited UK GBP 101.64 0.11 1,287.43 1,895.76 608.21 - 1,663.20 290.59 53.35 237.24 - 100
8 Tata Technologies Nordics AB Sweden SEK 7.93 0.17 1.60 57.09 55.32 - 98.10 (4.80) (0.98) (3.82) - 100
^ (Formerly known as Escenda
Engineering AB upto November 01,
2020)
9 Tata Technologies GmbH Germany EURO 89.47 1.47 20.35 27.40 5.58 - 6.35 0.47 0.13 0.34 - 100
10 Tata Technologies (Thailand) Limited Thailand BAHT 2.41 8.51 (15.83) 10.70 18.03 - 5.34 (4.96) - (4.96) - 100
11 TATA Technologies Pte Ltd. Singapore USD 82.18 443.79 565.07 1,170.18 161.33 - 466.40 82.05 13.68 68.37 - 100
12 Tata Technologies Limited Employees India INR 1.00 - 2.20 2.24 0.04 - - 0.08 0.01 0.07 - 0%
Stock Option Trust
13 INCAT International Limited ESOP 2000 UK GBP 101.64 - 19.92 34.77 14.84 - - (0.15) - (0.15) - 0%

1. Names of the subsidaries which NIL

are yet to commence operations
2. Names of the subsidaries which NIL
have been liquidated or sold
during the year
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Annexure II - Board’s Report

FORM NO. MR-3

SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31st MARCH 2023
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To, ii. The Securities Contracts (Regulation) Act, 1956

The Members (‘SCRA’) and the rules made there under; [Not
Tata Technologies Limited applicable during the Audit Period, since the
Plot No 25, Rajiv Gandhi Infotech Park, Company is unlisted]
Hinjawadi, Pune 411057 iii. The Depositories Act, 1996 and the Regulations and
Bye-laws framed there under;
I have conducted the secretarial audit of the compliance
of applicable statutory provisions and the adherence to iv. The Foreign Exchange Management Act, 1999 and
good corporate practices by Tata Technologies Limited the rules and regulations made there under to the
(hereinafter called “the Company”). extent of Foreign Direct Investment, Overseas Direct
Investment and External Commercial Borrowings;
Secretarial Audit was conducted for the period from 1st v. The following Regulations and Guidelines prescribed
April, 2022 to 31st March, 2023, in a manner that provided under the Securities and Exchange Board of India
me a reasonable basis for evaluating the corporate Act, 1992 (‘SEBI Act’) to the extent applicable to
conducts/ statutory compliances of the Company and the Company:
expressing my opinion thereon. I have been engaged as
Secretarial Auditors of the Company to conduct the Audit a. The Securities and Exchange Board of
India (Listing Obligations and Disclosure
of the Company to examine the compliance of Companies
Requirements) Regulations 2015;
Act, 2013, and the other laws listed below.
b. The Securities and Exchange Board of India
Based on my verification of the Company’s books, (Substantial Acquisition of Shares and Takeovers)
papers, minute books, forms and returns filed and Regulations, 2011;
other record maintained by the Company and also the
c. The Securities and Exchange Board of India
information provided by the Company, its officers, agents
(Prohibition of Insider Trading) Regulations, 2015;
and authorized representatives during the conduct of
secretarial audit, the explanations and clarifications given d. The Securities and Exchange Board of India
to me and representations made by the Management, I (Issue of Capital and Disclosure Requirements)
hereby report that in my opinion, the company has, during Regulations, 2009;
the audit period covering the financial year ended on 31st e. Securities and Exchange Board of India (Share
March, 2023 (“Audit Period”), complied with the statutory Based Employee Benefits and Sweat Equity)
provisions listed hereunder and also that the Company Regulations 2021;
has proper board-processes and legal compliance
mechanism in place to the extent, in the manner and f. The Securities and Exchange Board of India
subject to the reporting made hereinafter: (Delisting of Equity Shares) Regulations, 2021;
g. The Securities and Exchange Board of India
I have examined the books, papers, minute books, forms (Issue and Listing of Non-Convertible Securities)
and returns filed and other record maintained by the Regulations, 2021;
Company for the financial year ended on 31st March, 2023
h. The Securities and Exchange Board of India
audit period according to the provisions of the following
(Registrars to an Issue and Share Transfer
list of laws and regulations:
Agents) Regulations, 1993;
i. The Companies Act, 2013 (the Act) and the rules i. The Securities and Exchange Board of India
made there under; (Buyback of Securities) Regulations, 2018;

Annual Report 2022-23 35

I have also examined compliance with the applicable Annual General Meeting (AGM) of the company held
clauses of the following: on 1st July, 2022 by way of special resolution which
includes extension of the TTL SLTI Scheme 2022
i. Secretarial Standards issued by The Institute of
to cover the employees of the holding/ subsidiary
Company Secretaries of India.
company (ies) of the company. The existing Tata
ii. The Securities and Exchange Board of India Technologies Employees Stock Option Scheme 2001
(Listing Obligations and Disclosure Requirements) (“ESOP Plan”) was terminated by seeking members
Regulations 2015 approval through special resolution passed by postal
ballot dated 14th January, 2023.
During the period under review the Company has
complied with the provisions of the Act, Rules, Regulations, 3. The board of directors of the company have co-
Guidelines, Standards, etc. mentioned above. opted Ms. Aarthi Sivanandh as an Additional Director
(Independent- Woman). She was appointed as an
I further report that:- Independent and Woman Director at the AGM of the
company held on 1st July, 2022 for three consecutive
The Board of Directors of the Company is duly constituted years from 11th June, 2022 to 10th June, 2025.
with proper balance of Executive Directors, Non-Executive
Directors and Independent Directors. 4. Approval by way of special resolution at the AGM
of the company held on 1st July, 2022 was availed
Adequate notice is given to all directors to schedule the for increasing the permissible limits for making
board meetings, agenda and detailed notes on agenda investments/ extending loans and giving guarantees
are sent at least seven days in advance, and a system or providing securities in connection with loans to
exists for seeking and obtaining further information and persons/ bodies corporate up to ` 10,00,00,00,000/-
clarifications on the agenda items before the meeting (Rupees One Thousand Crore only) over and above
and for meaningful participation at the meeting. All the limit of 60% of the paid-up share capital, free
the decisions of the board are passed with unanimous reserves and securities premium account of the
consent of all the directors and are recorded as part of Company or 100% of free reserves and securities
the minutes. premium account of the Company, whichever is more.

I further report that there are adequate systems and Also, the following were approved by passing ordinary
processes in the company commensurate with the size resolutions at the AGM of the company:
and operations of the company to monitor and ensure
compliance with applicable laws, rules, regulations a. Mr. Pathamadai Balachandran Balaji, Non-
and guidelines. Executive Director of the company was liable to
retire by rotation and was reappointed as Non-
During the year under report: Executive Director.
1. The company has completed buyback of 12,40,122
(Twelve Lakh Forty Thousand One Hundred and b. Re-appointment of M/s. BSR & Co. LLP as
Twenty Two) equity shares of ` 10/- (Rupees Ten only) Statutory Auditors of the company for a period
each being 2.97% of the total issued and paid-up of 5 years till the conclusion of the Thirty Third
equity share capital of the company on 9th April, 2022 AGM to be held in year 2027.
and the company has filed the return of buyback with
the Registrar of Companies, Pune (ROC). c. Payment of commission to Non- Executive
Directors pursuant to the applicable provisions of
2. The board of directors of the company in their the Act effective for a period of five consecutive
meeting held on 31st May, 2022 consented to the grant financial years commencing 1st April, 2022;
of 2,80,000 (Two Lakh Eighty Thousand) employee
stock options of ` 10/- (Rupees Ten only) each 5. The board of directors in their meeting held on 12th
convertible into equity shares of the company under December, 2022 authorized an Initial Public Offering
Tata Technologies Limited Share Based Long Term (IPO) through offer for sale of the equity shares
Incentive Scheme, 2022 (TTL SLTI Scheme 2022). of the company by certain existing shareholders
The TTL SLTI Scheme 2022 was approved at the identified as selling shareholders viz. Tata Motors

36
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Limited, Alpha TC Holdings Pte. Ltd and Tata Capital Seventy Lakh only) divided into 30,00,00,000
Growth Fund I up to 8,11,33,706 (Eight Crore Eleven (Thirty Crore) equity shares of ` 2/- (Rupees
Lakh Thirty Three Thousand Seven Hundred and Two only) each and 7,00,000 (Seven Lakh) 0.01%
Six), 97,16,853 (Ninety Seven Lakh Sixteen Thousand cumulative non-participative compulsorily
Eight Hundred and Fifty Three) and 48,58,425 (Forty convertible preference shares of ` 10/- (Rupees
Eight Lakh Fifty Eight Thousand Four Hundred and Ten only) each to ` 3,50,70,00,000/- (Rupees
Twenty Five) equity shares respectively amounting Three Hundred and Fifty Crore Seventy Lakh
to 20%, 2.40% and 1.20% respectively of the pre- only) divided into 1,75,00,00,000 (One Hundred
offer paid-up equity share capital of the Company and Seventy Five Crore) equity shares of ` 2/-
respectively in all aggregating to 9,57,08,984 (Nine (Rupees Two only) each and 7,00,000 (Seven
Crore Fifty Seven Lakh Eight Thousand Nine Hundred Lakh) 0.01% cumulative non-participative
and Eighty Four) equity shares. The Draft Red Herring compulsorily convertible preference shares
Prospectus in respect of the IPO through offer for of ` 10/- (Rupees Ten only) each. Accordingly,
sale was approved by the board on 9th March, 2023 clause V. of the memorandum of association of
and accordingly filed with SEBI, the BSE Limited and the company was altered.
National Stock Exchange India Limited.
D. Adoption of amended memorandum of
6. The members approval was sought by passing special association in total exclusion and substitution of
resolution through postal ballot dated 14th January, the existing Memorandum of Association of the
2023 for the following: Company in order to align the memorandum of
association of the Company (“Memorandum of
A. Adoption of amended Articles of Association Association”) with the requirements of the Act.
of the company to include two parts, Part
A and Part B, which parts shall, unless the E. Capitalization of reserves and the issue of
bonus shares to the equity shareholders of
context otherwise requires, co-exist with each
the company.
other until receipt of final listing and trading
approvals by the Company from the recognized
F. An ordinary resolution was passed for
stock exchanges where the equity shares are
appointment of Ms. Usha Sangwan as an
proposed to be listed pursuant to the initial
Independent and Woman Director for a period of
public offer of equity shares of the Company. All
three consecutive years from 21st October, 2022
articles of Part B shall automatically terminate
to 20th October, 2025.
and cease to have any force and effect on and
from the date of listing and the provisions of Part G. Increase in investment limits from 10% to 24% of
A shall continue to be in effect and be in force, the paid-up equity share capital of the company
without any further corporate or other action, by for Non-Resident Indians (NRI) and Overseas
the Company or by its shareholders. Citizens of India (OCI) on repatriation basis in the
equity shares bearing face value of ` 2/- (Rupees
B. Sub-division of the face value of its Equity Two only) each.
shares from ` 10/- (Rupees ten only) each to
` 2/- (Rupees Two only) each and accordingly, H. Continuation of Mr. Subramanian Ramadorai
the authorised share capital of the company is (DIN: 00000002) as a Non-Executive Director
` 60,70,00,000/- (Rupees Sixty Crore Seventy of the company who has attained the age of
Lakh only) divided into 30,00,00,000 (Thirty more than 75 (Seventy-Five) years.
Crore) equity shares of ` 2/- (Rupees Two
only) each and 7,00,000 (Seven Lakh) 0.01% I. Termination of the Tata Technologies Employees
cumulative non-participative compulsorily Stock Option Scheme 2001 and matters
convertible preference shares of ` 10/- (Rupees related thereto.
Ten only) each.
7. The company has applied to the Registrar of
C. An ordinary resolution was passed for increasing Companies, Pune (RoC) on 26th December, 2022
the authorised share capital of the company and subsequently, has filed a company petition for
from ` 60,70,00,000/- (Rupees Sixty Crore compounding before the National Company Law

Annual Report 2022-23 37

 Tribunal (NCLT), Mumbai, on 15th February, 2023, and and Exchange Board of India (Issue of Capital
has filed a settlement application with the SEBI dated and Disclosure Requirements) Regulations,
9th January, 2023 in relation to certain preferential 2018 for the purpose of disclosures in the Offer
allotments for compounding of an offence under Documents and on the website of the company.
section 441 of the Act, and rules made thereunder,
read with section 67(3) of the Companies Act, 1956 in b. Adopted and/or amended as the case may
order to make good the default made inadvertently be other required policies/ code of conduct
in accordance with the circular dated 31st December, as per the Securities and Exchange Board
2015 bearing no. CIR/CFD/DIL3/18/2015, as amended
of India (Listing Obligations and Disclosure
by circular dated 3rd May, 2016 bearing no. CFD/DIL3/
Requirements) Regulations, 2015 (‘SEBI
CIR/P/2016/53 issued by SEBI (together referred to as
Regulations’).
the ‘SEBI Circulars’).

c. Accepted resignation of Mr. Subramanian

The Company, through its Promoter, has taken
remedial steps in accordance with SEBI Circulars Ramadorai as Non-Executive Director (and
by providing all existing Equity Shareholders, other consequently ceased to be Chairman) after a
than its Promoter (“Eligible Equity Shareholders”) as long tenure of over 20 years.
on 11th November, 2022, an option to surrender their
entire shareholding at ` 175/- (Rupees One Hundred d. Appointed Mr. Ajoyendra Mukherjee as Chairman
and Seventy Five only) each. The board consented
to provide the exit offer to the shareholders on 10. The board, on 28th February, 2023, constituted the
4th November, 2022 which remained open for a risk management committee and adopted the risk
period of 15 days from 23rd November, 2022 to 7th management policy as prescribed under the SEBI
December, 2022. Regulations by passing a circular resolution.

8. 20,28,34,265 (Twenty Crore Twenty Eight Lakh Thirty 11. Mr. Nagaraj Ijari was co-opted as an Additional
Four Thousand Two Hundred and Sixty Five) equity Director (Independent) and Mr. Shailesh Chandra
shares of ` 2/- (Rupees Two only) each were allotted as an Additional Director (Non- Executive) w.e.f 1st
on 20th January, 2023 as bonus shares in the ratio of March, 2023.
one equity share for every one existing fully paid-
up equity share. The paid-up Equity Share capital This Report should be read along with my letter of
pursuant to bonus allotment and sub-division is even date annexed as Annexure and forms part of
` 81,13,37,060/- (Rupees Eighty One Crore Thirteen this Report for all purposes.
Lakh Thirty Seven Thousand and Sixty only) divided
into 40,56,68,530 (Forty Crore Fifty Six Lakh Sixty For J. B. Bhave & Co.
Eight Thousand Five Hundred and Thirty) Equity
Company Secretaries
Shares of face value of ` 2/- (Rupees Two only) each.

9. The board of directors in their meeting held on 21st Jayavant B. Bhave

February, 2023: Proprietor
FCS: 4266 CP: 3068
a. Adopted the policy on materiality with respect to Date: 5th May, 2023  UDIN: F004266E000235761
its creditors as prescribed under the Securities Place: Pune PR. No: 1238/2021

38
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

ANNEXURE TO THE SECRETARIAL AUDIT REPORT OF TATA TECHNOLOGIES LIMITED (2022-23)

AUDITORS’ RESPONSIBILITY
My Report of even date is to be read along with this letter. about the correctness of the contents of the
secretarial record. The verification was done on
In accordance with the ICSI Auditing Standards (CSAS1 test basis to ensure that correct facts are reflected
to CSAS4) - in the secretarial record. I believe that the process
and practices that I followed provide a reasonable
• Maintenance of secretarial record is the
basis for my opinion that the statements prepared,
responsibility of the Management of the Company.
documents or record maintained by the Company
My responsibility as the Auditor is to express the
are free from misstatement.
opinion on the compliance with the applicable laws
and maintenance of record based on Secretarial
3. My responsibility is limited to only express my
Audit conducted by me.
opinion on the basis of evidences collected,
• The Secretarial Audit needs to be conducted in information received and record maintained by the
accordance with applicable Auditing Standards. Company or given by the Management. I have not
These Standards require that the Auditor should verified the correctness and appropriateness of the
comply with statutory and regulatory requirements financial record and books of accounts maintained
and plan and perform the audit to obtain reasonable by the Company.
assurance about compliance with applicable laws
and maintenance of record. 4. Wherever required, I have obtained the Management
Representation about compliance of laws, rules and
• I am also responsible to perform procedures to
regulations and happening of events, etc.
identify, assess and respond to the risks of material
misstatement or non-compliance arising from the
5. The Compliance of the provisions of the Corporate
Company’s failure appropriately to account for
Laws, other applicable laws, rules, regulations and
or disclose an event or transaction. However, due
standards is the responsibility of the management.
to the inherent limitations of an audit including
My examination is limited to verification of procedure
internal, financial and operating controls, there is an
on test basis.
unavoidable risk that some Misstatements or material
non-compliances may not be detected, even though
6. The Secretarial Audit Report is neither an assurance
the audit was properly planned and performed in
as to the future viability of the Company nor of the
accordance with the Standards.
efficacy or effectiveness with which the management
has conducted the affairs of the Company.
Accordingly, I wish to state as under-
For J. B. Bhave & Co.
1. Maintenance of secretarial record is the responsibility
Company Secretaries
of the management of the company. My responsibility
is to express an opinion on these secretarial record
based on my audit. Jayavant B. Bhave
Proprietor
2. I have followed the audit practices and processes Date: 5th May, 2023  FCS: 4266 CP: 3068
as were appropriate to obtain reasonable assurance Place: Pune PR. No: 1238/2021

Annual Report 2022-23 39

 Annexure III - Board’s Report

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

OF THE COMPANY IN FY 2022-23
1. Brief outline on CSR Policy of the Company
At Tata Technologies, our CSR vision is to co-create sustainable value for our key stakeholders through engineering
and technology innovations. Our mission is to make a positive impact on the communities where the Company
does business, areas with relevant intervention needs, and on our internal and external stakeholders, thereby,
making it better for the planet, better for people and better for progress, better now and better for the future, by
leveraging our core competencies, resources, technology, and employee volunteers. Our CSR programs shall aim
to be relevant to local, national, and global contexts, keeping disadvantaged communities as the focus and based
on globally agreed sustainable development principles.

2. Composition of CSR Committee

As on March 31, 2023, the CSR Committee comprises of the following Board members:

Composition of CSR Committee:

Number of meetings
Number of meetings of
Sl. Designation / Nature of of CSR Committee
Name of Director CSR Committee held
No. Directorship attended during the
during the year
year
1 Ms. Aarthi Sivanandh Chairperson, Independent Director Two One
2 Mr. P B Balaji Member, Non-Executive, Two Two
Non-Independent Director
3 Mr. Warren Harris Member, Managing Director Two Two

3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the
board are disclosed on the website of the company:
Web link: https://www.tatatechnologies.com/in/sustainability/

4. Provide the executive summary along with web-link(s) of Impact Assessment of CSR Projects carried out
in pursuance of sub-rule (3) of rule 8, if applicable:
NOT APPLICABLE

5. (a) Average net profit of the company as per section 135(5):

` 273,54,01,504

(b) Two percent of average net profit of the company as per section 135(5):
` 5,47,08,030

(c) Surplus arising out of the CSR projects or programmes or activities of the previous financial years:
NIL

(d) Amount required to be set off for the financial year, if any:
NIL

(e) Total CSR obligation for the financial year [(b) + (c) - (d)]:
` 5,47,08,030

40
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

6. (a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project):
` 5,27,77,387

(b) Amount spent in Administrative Overheads:

` 27,77,757

(c) Amount spent on Impact Assessment, if applicable:

NA

(d) Total amount spent for the Financial Year [(a)+(b)+(c)]:

` 5,55,55,144

(e) CSR amount spent or unspent for the Financial Year:

Amount Unspent (in `)

Total Amount
Total Amount transferred to Unspent Amount transferred to any fund specified under
Spent for the
CSR Account as per sub-section (6) of Schedule VII as per second proviso to sub-section
Financial Year
section 135 (5) of section 135
(in `)
Amount Date of transfer Name of the Fund Amount Date of transfer
5,55,55,144 NOT APPLICABLE NOT APPLICABLE NOT APPLICABLE NOT APPLICABLE NOT APPLICABLE

(f) Excess amount for set-off, if any:

Sl. Amount
Particular
No. (in `)
(1) (2) (3)
(i) Two percent of average net profit of the company as per sub-section (5) of section 135 5,47,08,030
(ii) Total amount spent for the Financial Year 5,55,55,144
(iii) Excess amount spent for the Financial Year [(ii)-(i)] 8,47,114
(iv) Surplus arising out of the CSR projects or programmes or activities of the previous Financial Nil
Years, if any
(v) Amount available for set off in succeeding Financial Years [(iii)-(iv)] 8,47,114

7. Details of Unspent CSR amount for the preceding three financial years:

(1) (2) (3) (4) (5) (6) (7) (8)

Balance Amount transferred
Amount
Amount in to a Fund as specified Amount
transferred to
Unspent Amount under Schedule VII as remaining
Unspent CSR
CSR Spent in per second proviso to be
Preceding Account
SL. Account the to subsection (5) of spent in Deficiency,
Financial under
No. under Financial section 135,if any succeeding if any
Year(s) subsection
subsection Year Financial
(6) of Amount
(6) of (in `) Date of Years (in `)
section 135 (in `)
section 135 Transfer
(in `)
(in `)
1 FY 2021-22 1,00,00,000 NIL 1,00,00,000 NIL NIL NIL NOT
APPLICABLE

8. Whether any capital assets have been created or acquired through Corporate Social Responsibility
amount spent in the Financial Year:
NOT APPLICABLE

Annual Report 2022-23 41

 9. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per
section 135(5):
NOT APPLICABLE

10. A Responsibility Statement of the CSR Committee:

We hereby declare that implementation and monitoring of CSR Policy are in compliance with CSR objectives
and policy of the Company and in line with the Companies Act, 2013.

Sd/- Sd/- Sd/-

Mr. Warren Harris Ms. Aarthi Sivanandh Mr. P. B. Balaji
(CEO & Managing Director) (Chairperson, CSR Committee) (Non-Executive)
(Independent Director) (Non-Independent Director)

Place: Pune Place: Pune Place: Pune

Date: April 27, 2023 Date: April 27, 2023 Date: April 27, 2023

42
Consolidated Financial
Statements
Independent Auditor’s Report
To the Members of Tata Technologies Limited these requirements. We believe that the audit evidence
Report on the Audit of the Consolidated Financial obtained by us along with the consideration of audit
Statements reports of the other auditors referred to in sub paragraph
(a) of the “Other Matters” section below, is sufficient and
Opinion appropriate to provide a basis for our opinion on the
We have audited the consolidated financial statements consolidated financial statements.
of Tata Technologies Limited (hereinafter referred to as
Management’s and Board of Directors’/ Board of
the ‘Holding Company”) and its subsidiaries (Holding
Company and its subsidiaries together referred to as Trustees’ Responsibilities for the Consolidated
“the Group”) and its joint venture, which comprise the Financial Statements
consolidated balance sheet as at 31 March 2023, and The Holding Company’s Management and Board of
the consolidated statement of profit and loss (including Directors are responsible for the preparation and
other comprehensive income), consolidated statement presentation of these consolidated financial statements
of changes in equity and consolidated statement of in term of the requirements of the Act that give a true and
cash flows for the year then ended, and notes to the fair view of the consolidated state of affairs, consolidated
consolidated financial statements, including a summary profit and other comprehensive income, consolidated
of significant accounting policies and other explanatory statement of changes in equity and consolidated cash
information (hereinafter referred to as “the consolidated flows of the Group including its joint venture in accordance
financial statements”). with the accounting principles generally accepted in
India, including the Indian Accounting Standards (Ind AS)
In our opinion and to the best of our information and specified under Section 133 of the Act. The respective
according to the explanations given to us, based on the Management and Board of Directors of the companies/
consideration of reports of other auditors on separate Board of Trustees of the Employee Stock Option Trust
financial statements of such subsidiaries as were included in the Group and its joint venture are responsible
audited by the other auditors, the aforesaid consolidated for maintenance of adequate accounting records
financial statements give the information required by the in accordance with the provisions of the Act for
Companies Act, 2013 (“Act”) in the manner so required and safeguarding the assets of each company/Employee Stock
give a true and fair view in conformity with the accounting Option Trust and for preventing and detecting frauds
principles generally accepted in India, of the consolidated and other irregularities; the selection and application
state of affairs of the Group and its joint venture as at of appropriate accounting policies; making judgments
31 March 2023, of its consolidated profit and other and estimates that are reasonable and prudent; and the
comprehensive income, consolidated changes in equity design, implementation and maintenance of adequate
and consolidated cash flows for the year then ended. internal financial controls, that were operating effectively
for ensuring the accuracy and completeness of the
Basis for Opinion accounting records, relevant to the preparation and
We conducted our audit in accordance with the Standards presentation of the consolidated financial statements
on Auditing (SAs) specified under Section 143(10) of the that give a true and fair view and are free from material
Act. Our responsibilities under those SAs are further misstatement, whether due to fraud or error, which
described in the Auditor’s Responsibilities for the Audit have been used for the purpose of preparation of the
of the Consolidated Financial Statements section of our consolidated financial statements by the Management and
report. We are independent of the Group and its joint Board of Directors of the Holding Company, as aforesaid.
venture in accordance with the ethical requirements that
are relevant to our audit of the consolidated financial In preparing the consolidated financial statements, the
statements in terms of the Code of Ethics issued by respective Management and Board of Directors of the
the Institute of Chartered Accountants of India and companiess/ Board of Trustees of the Employee Stock
the relevant provisions of the Act, and we have fulfilled Option Trust included in the Group and its joint venture
our other ethical responsibilities in accordance with are responsible for assessing the ability of each company/

44
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Employee Stock Option Trust to continue as a going adequate internal financial controls with reference
concern, disclosing, as applicable, matters related to going to financial statements in place and the operating
concern and using the going concern basis of accounting effectiveness of such controls.
unless the respective Board of Directors/Board of Trustees
either intends to liquidate the Company/Employee Stock • Evaluate the appropriateness of accounting policies
Option Trust or to cease operations, or has no realistic used and the reasonableness of accounting estimates
alternative but to do so. and related disclosures made by the Management
and Board of Directors.
The respective Board of Directors of the companiess/
Board of Trustees of the Employee Stock Option Trust • Conclude on the appropriateness of the Management
included in the Group and the respective Management and Board of Directors use of the going concern
and Board of Directors of its joint venture are responsible basis of accounting in preparation of consolidated
for overseeing the financial reporting process of each financial statements and, based on the audit
company/Employee Stock Option Trust. evidence obtained, whether a material uncertainty
exists related to events or conditions that may
Auditor’s Responsibilities for the Audit of the cast significant doubt on the appropriateness of
Consolidated Financial Statements this assumption. If we conclude that a material
Our objectives are to obtain reasonable assurance about uncertainty exists, we are required to draw attention
whether the consolidated financial statements as a whole in our auditor’s report to the related disclosures in
are free from material misstatement, whether due to fraud the consolidated financial statements or, if such
or error, and to issue an auditor’s report that includes disclosures are inadequate, to modify our opinion.
our opinion. Reasonable assurance is a high level of Our conclusions are based on the audit evidence
assurance, but is not a guarantee that an audit conducted obtained up to the date of our auditor’s report.
in accordance with SAs will always detect a material However, future events or conditions may cause the
misstatement when it exists. Misstatements can arise from the Group and its joint venture to cease to continue
fraud or error and are considered material if, individually as a going concern.
or in the aggregate, they could reasonably be expected
to influence the economic decisions of users taken on the • Evaluate the overall presentation, structure and
basis of these consolidated financial statements. content of the consolidated financial statements,
including the disclosures, and whether the
As part of an audit in accordance with SAs, we exercise consolidated financial statements represent the
professional judgment and maintain professional underlying transactions and events in a manner that
skepticism throughout the audit. We also: achieves fair presentation.

• Identify and assess the risks of material misstatement • Obtain sufficient appropriate audit evidence
of the consolidated financial statements, whether regarding the financial information of such entities or
due to fraud or error, design and perform audit business activities within the the Group and its joint
procedures responsive to those risks, and obtain venture to express an opinion on the consolidated
audit evidence that is sufficient and appropriate financial statements. We are responsible for the
to provide a basis for our opinion. The risk of not direction, supervision and performance of the audit
detecting a material misstatement resulting from of the financial information of such entities included
fraud is higher than for one resulting from error, in the consolidated financial statements of which we
as fraud may involve collusion, forgery, intentional are the independent auditors. For the other entities
omissions, misrepresentations, or the override of included in the consolidated financial statements,
internal control. which have been audited by other auditors, such
other auditors remain responsible for the direction,
• Obtain an understanding of internal control relevant supervision and performance of the audits carried
to the audit in order to design audit procedures that out by them. We remain solely responsible for our
are appropriate in the circumstances. Under Section audit opinion. Our responsibilities in this regard are
143(3)(i) of the Act, we are also responsible for further described in paragraph (a) of the section
expressing our opinion on whether the company has titled “Other Matters” in this audit report.

Annual Report 2022-23 45

We communicate with those charged with governance of also include the Group’s share of net profit (and
the Holding Company and such other entities included other comprehensive income) of ` Nil for the year
in the consolidated financial statements of which we are ended 31 March 2023 in respect of its joint venture
the independent auditors regarding, among other matters, whose financial statements have not been audited
the planned scope and timing of the audit and significant either by us or by other auditor. These unaudited
audit findings, including any significant deficiencies in financial statements have been furnished to us by the
internal control that we identify during our audit. Management and our opinion on the consolidated
financial statements, in so far as it relates to the
We also provide those charged with governance with amounts and disclosures included in respect of
a statement that we have complied with relevant these subsidiaries and joint venture, and our report
ethical requirements regarding independence, and to in terms of sub-section (3) of Section 143 of the Act
communicate with them all relationships and other in so far as it relates to the aforesaid subsidiaries
matters that may reasonably be thought to bear on our and joint venture, is based solely on such unaudited
independence, and where applicable, related safeguards. financial statements. In our opinion and according
to the information and explanations given to us by
Other Matter(s) the Management, these financial statements are not
a. We did not audit the financial statements of 2 material to the Group.
subsidiaries, whose financial statements reflect
total assets (before consolidation adjustments) of Our opinion on the consolidated financial statements, and
` 1,885.62 Crores as at 31 March 2023, total revenues our report on Other Legal and Regulatory Requirements
(before consolidation adjustments) of ` 1,577.17 below, is not modified in respect of this matter with respect
Crores and net cash outflows (before consolidation to the financial statements certified by the Management.
adjustments) amounting to ` 258.10 Crores for
the year ended on that date, as considered in the Report on Other Legal and Regulatory
consolidated financial statements. These financial Requirements
statements have been audited by other auditors 1. As required by the Companies (Auditor’s Report)
whose audit reports have been furnished to us by the Order, 2020 (“the Order”) issued by the Central
Management and our opinion on the consolidated Government of India in terms of Section 143(11) of the
financial statements, in so far as it relates to the Act, we give in the “Annexure A” a statement on the
amounts and disclosures included in respect of matters specified in paragraphs 3 and 4 of the Order,
these subsidiaries, and our report in terms of sub- to the extent applicable.
section (3) of Section 143 of the Act, in so far as it
relates to the aforesaid subsidiaries is based solely 2 A. As required by Section 143(3) of the Act,
on the audit reports of the other auditors. based on our audit and on the consideration
of reports of the other auditors on separate
Our opinion on the consolidated financial statements, financial statements of such subsidiaries as
and our report on Other Legal and Regulatory were audited by other auditors, as noted in the
Requirements below, is not modified in respect of ‘Other Matters’ paragraph we report, to the
the above matters with respect to our reliance on extent applicable, that:
the work done and the reports of the other auditors.
a. We have sought and obtained all the
b. The financial statements of 5 subsidiaries, whose information and explanations which to
financial statements reflect total assets (before the best of our knowledge and belief
consolidation adjustments) of ` 135.33 Crores as at were necessary for the purposes of
31 March 2023, total revenues (before consolidation our audit of the aforesaid consolidated
adjustments) of ` 6.27 Crores and net cash inflows financial statements.
(before consolidation adjustments) amounting to
` 1.67 Crores for the year ended on that date, as b. In our opinion, proper books of account
considered in the consolidated financial statements, as required by law relating to preparation
have not been audited either by us or by other of the aforesaid consolidated financial
auditors. The consolidated financial statements statements have been kept so far as it

46
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

appears from our examination of those b. The Group and its joint venture did not
books and the reports of the other auditors. have any material foreseeable losses on
long-term contracts including derivative
c. The consolidated balance sheet, the contracts during the year ended 31
consolidated statement of profit and loss March 2023.
(including other comprehensive income),
the consolidated statement of changes c. There has been no delay in transferring
in equity and the consolidated statement amounts to the Investor Education and
of cash flows dealt with by this Report Protection Fund by the Holding Company
are in agreement with the relevant books during the year ended 31 March 2023.
of account maintained for the purpose
of preparation of the consolidated d (i) The management of the Holding
financial statements. Company has represented to us that,
to the best of its knowledge and belief,
d. In our opinion, the aforesaid consolidated as disclosed in the Note 42(d)(vii) to the
financial statements comply with the Ind AS consolidated financial statements, no
specified under Section 133 of the Act. funds have been advanced or loaned
or invested (either from borrowed
e. On the basis of the written representations funds or share premium or any other
received from the directors of the Holding sources or kind of funds) by the
Company as on 31 March 2023 and taken Holding Company or by its joint venture
on record by the Board of Directors of the incorporated in India to or in any other
Holding Company, none of the directors person(s) or entity(ies), including
of the Holding Company is disqualified as foreign entities (“Intermediaries”),
on 31 March 2023 from being appointed with the understanding, whether
as a director in terms of Section 164(2) of recorded in writing or otherwise,
the Act. that the Intermediary shall directly
or indirectly lend or invest in other
f. With respect to the adequacy of the internal persons or entities identified in any
financial controls with reference to financial manner whatsoever by or on behalf
statements of the Holding Company and the of the Holding Company or by its
operating effectiveness of such controls, joint venture incorporated in India
refer to our separate Report in “Annexure B”. (“Ultimate Beneficiaries”) or provide
any guarantee, security or the like on
B. With respect to the other matters to be included behalf of the Ultimate Beneficiaries.
in the Auditor’s Report in accordance with Rule
11 of the Companies (Audit and Auditors) Rules, (ii) The management of the Holding
2014, in our opinion and to the best of our Company has represented to us that,
information and according to the explanations to the best of its knowledge and belief,
given to us and based on the consideration of as disclosed in the Note 42(d)(vii) to
the report of the other auditors on separate the consolidated financial statements,
financial statements of the subsidiaries, as no funds have been received by
noted in the “Other Matters” paragraph: the Holding Company or by its joint
venture incorporated in India from
a. The consolidated financial statements any person(s) or entity(ies), including
disclose the impact of pending litigations foreign entities (“Funding Parties”),
as at 31 March 2023 on the consolidated with the understanding, whether
financial position of the Group and its recorded in writing or otherwise,
joint venture. Refer Note 32(a) to the that the Holding Company or by its
consolidated financial statements. joint venture incorporated in India
shall directly or indirectly, lend or

Annual Report 2022-23 47

 invest in other persons or entities Section 123 of the Act to the extent it
identified in any manner whatsoever applies to declaration of dividend.
by or on behalf of the Funding Parties
(“Ultimate Beneficiaries”) or provide C. With respect to the matter to be included in the
any guarantee, security or the like on Auditor’s Report under Section 197(16) of the Act:
behalf of the Ultimate Beneficiaries. In our opinion and according to the information
and explanations given to us, the remuneration
(iii) Based on the audit procedures paid during the current year by the Holding
performed that have been considered Company , to its directors is in accordance with
reasonable and appropriate in the the provisions of Section 197 of the Act. The
circumstances, nothing has come remuneration paid to any director by the Holding
to our notice that has caused us to Company , is not in excess of the limit laid down
believe that the representations under under Section 197 of the Act. The Ministry of
Corporate Affairs has not prescribed other
sub-clause (i) and (ii) of Rule 11(e), as
details under Section 197(16) of the Act which
provided under (i) and (ii) above,
are required to be commented upon by us.
contain any material misstatement.
For B S R & Co. LLP
e. As stated in Note 42(c) to the consolidated
Chartered Accountants
financial statements, the Board of Directors Firm’s Registration No.:101248W/W-100022
of the Holding Company have proposed
final dividend for the year which is subject Swapnil Dakshindas
to the approval of the members at the Partner
ensuing Annual General Meeting. The Place: Pune  Membership No.: 113896
dividend declared is in accordance with Date: 05 May 2023  ICAI UDIN:23113896BGYERV3283

48
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Annexure A to the Independent Auditor’s Report on the Consolidated Financial Statements of Tata
Technologies Limited for the year ended 31 March 2023
(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even
date)

(xxi) According to the information and explanations given to us and based on our examination, there are no companies
included in the consolidated financial statements of the Holding Company which are companies incorporated in
India except the Holding Company. The Companies (Auditor’s Report) Order, 2020 of the Holding Company did
not include any unfavourable answers or qualifications or adverse remarks.

For B S R & Co. LLP

Chartered Accountants
Firm’s Registration No.:101248W/W-100022

Swapnil Dakshindas
Partner
Place: Pune  Membership No.: 113896
Date: 05 May 2023  ICAI UDIN:23113896BGYERV3283

Annual Report 2022-23 49

Annexure B to the Independent Auditor’s Report on the consolidated financial statements of Tata
Technologies Limited for the year ended 31 March 2023
Report on the internal financial controls with reference to the aforesaid consolidated financial statements
under Clause (i) of Sub-section 3 of Section 143 of the Act
(Referred to in paragraph 2(A)(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our
report of even date)

Opinion applicable to an audit of internal financial controls with

In conjunction with our audit of the consolidated financial reference to financial statements. Those Standards and
statements of Tata Technologies Limited (hereinafter the Guidance Note require that we comply with ethical
referred to as “the Holding Company”) as of and for the requirements and plan and perform the audit to obtain
year ended 31 March 2023, we have audited the internal reasonable assurance about whether adequate internal
financial controls with reference to financial statements financial controls with reference to financial statements
of the Holding Company , as of that date. were established and maintained and if such controls
operated effectively in all material respects.
In our opinion, the Holding Company, have, in all material
respects, adequate internal financial controls with Our audit involves performing procedures to obtain audit
reference to financial statements and such internal evidence about the adequacy of the internal financial
financial controls were operating effectively as at 31 controls with reference to financial statements and their
March 2023, based on the internal financial controls with operating effectiveness. Our audit of internal financial
reference to financial statements criteria established by controls with reference to financial statements included
such companies considering the essential components of obtaining an understanding of internal financial controls
such internal controls stated in the Guidance Note on Audit with reference to financial statements, assessing the risk
of Internal Financial Controls Over Financial Reporting that a material weakness exists, and testing and evaluating
issued by the Institute of Chartered Accountants of India the design and operating effectiveness of internal control
(the “Guidance Note”). based on the assessed risk. The procedures selected
depend on the auditor’s judgement, including the
Management’s Responsibilities for Internal assessment of the risks of material misstatement of the
Financial Controls consolidated financial statements, whether due to fraud
The respective Company’s Management and the Board of or error.
Directors are responsible for establishing and maintaining
internal financial controls based on the internal financial We believe that the audit evidence we have obtained is
controls with reference to financial statements criteria sufficient and appropriate to provide a basis for our audit
established by the respective company considering the opinion on the internal financial controls with reference to
essential components of internal control stated in the financial statements.
Guidance Note. These responsibilities include the design,
implementation and maintenance of adequate internal Meaning of Internal Financial Controls with
financial controls that were operating effectively for Reference to Financial Statements
ensuring the orderly and efficient conduct of its business, A company’s internal financial controls with reference
including adherence to the respective company’s to financial statements is a process designed to provide
policies, the safeguarding of its assets, the prevention reasonable assurance regarding the reliability of financial
and detection of frauds and errors, the accuracy and reporting and the preparation of consolidated financial
completeness of the accounting records, and the timely statements for external purposes in accordance with
preparation of reliable financial information, as required generally accepted accounting principles. A company’s
under the Act. internal financial controls with reference to financial
statements include those policies and procedures that (1)
Auditor’s Responsibility pertain to the maintenance of records that, in reasonable
Our responsibility is to express an opinion on the internal detail, accurately and fairly reflect the transactions and
financial controls with reference to financial statements dispositions of the assets of the company; (2) provide
based on our audit. We conducted our audit in accordance reasonable assurance that transactions are recorded as
with the Guidance Note and the Standards on Auditing, necessary to permit preparation of consolidated financial
prescribed under Section 143(10) of the Act, to the extent statements in accordance with generally accepted

50
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

accounting principles, and that receipts and expenditures of any evaluation of the internal financial controls with
of the company are being made only in accordance reference to financial statements to future periods are
with authorisations of management and directors of subject to the risk that the internal financial controls
the company; and (3) provide reasonable assurance with reference to financial statements may become
regarding prevention or timely detection of unauthorised inadequate because of changes in conditions, or that the
acquisition, use, or disposition of the company’s assets degree of compliance with the policies or procedures
that could have a material effect on the consolidated may deteriorate.
financial statements.
For B S R & Co. LLP
Inherent Limitations of Internal Financial Chartered Accountants
Controls with Reference to Financial Statements Firm’s Registration No.:101248W/W-100022
Because of the inherent limitations of internal financial
controls with reference to financial statements, including Swapnil Dakshindas
the possibility of collusion or improper management Partner
override of controls, material misstatements due to error Place: Pune  Membership No.: 113896
or fraud may occur and not be detected. Also, projections Date: 05 May 2023  ICAI UDIN:23113896BGYERV3283

Annual Report 2022-23 51

Consolidated Balance Sheet
(Amount in ` Crore)

Note As at As at
No March 31, 2023 March 31, 2022
I. ASSETS
(1) Non-current Assets
(a) Property, Plant and Equipment 3 120.15 114.53
(b) Capital work-in-progress 3 2.65 0.26
(c) Right-of-use-asset 4 180.29 187.85
(d) Goodwill 5 762.92 729.30
(e) Other Intangible assets 6 31.96 36.22
(f) Intangible assets under development 6 0.10 -
(g) Investments in joint venture 7 - -
(h) Financial assets:
(i) Loans 9 - 0.04
(ii) Other financial assets 15 43.70 44.22
(i) Deferred tax assets (net) 10 152.08 57.44
(j) Income tax assets (net) 10 30.52 30.30
(k) Other non-current assets 11 79.65 37.66
Total Non-current Assets 1,404.02 1,237.82
(2) Current Assets
(a) Financial assets:
(i) Investments 8 29.78 527.68
(ii) Trade receivables
(a) Billed 12 951.75 647.29
(b) Unbilled 154.47 120.89
(iii) Cash and cash equivalents 13 382.82 768.26
(iv) Other bank balances 14 616.38 101.14
(v) Loans 9 490.22 46.25
(vi) Other financial assets 15 74.43 32.78
(b) Current tax assets (net) 10 32.62 10.72
(c) Other current assets 11 1,065.00 725.19
Total Current Assets 3,797.47 2,980.20
Total assets 5,201.49 4,218.02
II. EQUITY AND LIABILITIES
(1) Equity
(a) Equity Share capital 16 81.13 41.81
(b) Other Equity 17 2,908.32 2,238.34
Total Equity 2,989.45 2,280.15
Liabilities
(2) Non-current Liabilities
(a) Financial Liabilities:
(i) Lease Liabilities 214.76 223.16
(ii) Other financial liabilities 19 0.54 0.35
(b) Provisions 20 23.33 18.65
Total Non-current liabilities 238.63 242.16
(3) Current Liabilities
(a) Financial Liabilities:
(i) Lease Liabilities 40.60 38.28
(ii) Trade payables 18
(a) total outstanding dues of micro enterprises and small enterprises 107.17 17.22
(b) total outstanding dues of creditors other than micro enterprises and 550.64 319.41
small enterprises
(iii) Other financial liabilities 19 4.57 255.86
(b) Other current liabilities 21 1,174.88 1,012.65
(c) Provisions 20 33.91 30.69
(d) Current tax liabilities (net) 10 61.64 21.60
Total Current Liabilities 1,973.41 1,695.71
Total Liabilities 2,212.04 1,937.87
Total Equity and Liabilities 5,201.49 4,218.02
See accompanying notes forming integral part of the Consolidated Financial Statements 1-43
As per our report of even date attached For and on behalf of the Board
For B S R & Co. LLP
Chartered Accountants
Firm Registration No: 101248W/W -100022

Swapnil Dakshindas Ajoyendra Mukherjee Warren Harris

Partner Chairman Managing Director
Membership No: 113896 DIN: 00350269 DIN: 02098548
ICAI UDIN: 23113896BGYERV3283

Savitha Balachandran Vikrant Gandhe

Chief Financial Officer Company Secretary
Pune : May 05, 2023 Pune: May 05, 2023

52
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Consolidated Statement of Profit and Loss

(Amount in ` Crore)

Note For the year ended For the year ended

No March 31, 2023 March 31, 2022
I. Revenue from operations 22 4,414.18 3,529.57
II. Other income (net) 23 87.74 48.80
III. Total Revenue (I + II) 4,501.92 3,578.37
IV. Expenses :
(a) Purchases of technology solutions 24 682.48 688.54
(b) Outsourcing and consultancy charges 569.66 399.80
(c) Employee benefits expense 25 1,929.46 1,512.70
(d) Finance costs 26 17.98 21.90
(e) Depreciation and amortisation expense 27 94.55 85.71
(f) Other expenses 28 411.64 282.89
Total Expenses (IV) 3,705.77 2,991.54
V. Profit before tax (III - IV) 796.15 586.83
VI. Tax Expense :
(a) Current tax 30 261.16 158.67
(b) Deferred Tax 10 (89.04) (8.81)
172.12 149.86
VII. Profit for the year (V -VI) 624.03 436.97
VIII. Other comprehensive income:
Items that will not be reclassified to profit or loss:
(i) Remeasurement of post employment benefit obligations (14.98) (14.60)
(ii) Income tax relating to above item 5.24 5.10
Items that will be reclassified to profit or loss:
(i) Exchange differences on translation of foreign operations 93.30 6.54
IX. Other comprehensive income for the year 83.56 (2.96)
X. Total comprehensive income for the year VII+IX 707.59 434.01
XI. Earnings Per Equity Share(Face value of ` 2 each) 31
Ordinary shares:
(i) Basic (`) 15.38 10.77

(ii) Diluted (`) 15.37 10.77

See accompanying notes forming integral part of the Consolidated 1-43
Financial Statements
As per our report of even date attached For and on behalf of the Board
For B S R & Co. LLP
Chartered Accountants
Firm Registration No: 101248W/W -100022

Swapnil Dakshindas Ajoyendra Mukherjee Warren Harris

Partner Chairman Managing Director
Membership No: 113896 DIN: 00350269 DIN: 02098548
ICAI UDIN: 23113896BGYERV3283

Savitha Balachandran Vikrant Gandhe

Chief Financial Officer Company Secretary
Pune : May 05, 2023 Pune: May 05, 2023

Annual Report 2022-23 53

Consolidated Statement of Cash Flows
(Amount in ` Crore)

For the year ended For the year ended

March 31, 2023 March 31, 2022
A. CASH FLOW FROM OPERATING ACTIVITIES
Profit for the year 624.03 436.97
Depreciation and amortisation 94.55 85.71
Export incentive written off - 13.33
Share-based payments to employees 1.73 -
Provision for income tax 261.16 158.67
Provision for deferred tax (89.04) (8.81)
(Profit)/Loss on sale of investments (0.65) 3.87
(Profit) on derecognition of lease liability/right to use assets (0.69) (0.64)
(Profit) on sale of tangible and intangible fixed assets (0.06) (0.10)
Interest income (41.48) (39.74)
Finance cost 17.98 21.90
Unrealised exchange loss/ (gain) 0.03 (0.47)
Effect of exchange differences on translation of foreign currency cash & cash (1.90) 2.14
equivalent
Allowances for expected credit loss (net) (13.84) (3.31)
Change in fair value of investments (0.02) (0.20)
Change in fair value of derivatives measured at FVTPL 0.38 -
Bad debts written off 11.27 -
Operating profit before working capital changes 863.45 669.32
Working capital adjustments
(Increase) in billed trade receivables current (273.98) (209.05)
(Increase)/Decrease in unbilled trade receivables current (28.63) 23.40
(Increase) in other current financial assets (36.32) (7.14)
(Increase) in other current assets (337.52) (523.46)
Decrease in non-current loans 0.04 0.30
(Increase) in current loans (1.00) (2.15)
(Increase) in other non current assets (38.27) (28.84)
Increase in trade payables 302.55 110.24
Increase/ (Decrease) in other financial liabilities non current 0.19 (0.12)
(Decrease)/ Increase in other financial liabilities current (0.34) 0.02
Increase in other liabilities 201.38 48.99
Increase in current provisions 3.06 18.75
(Decrease) in non-current provisions (10.30) (11.15)
CASH GENERATED FROM OPERATIONS 644.31 89.11
Income taxes paid (net) (242.92) (127.82)
NET CASH GENERATED FROM/(USED IN) OPERATING ACTIVITIES 401.39 (38.71)

B. CASH FLOW FROM INVESTING ACTIVITIES

Proceeds from sale of tangible and intangible fixed assets 0.44 0.50
Proceeds from sub lease receivable 2.12 -
Interest received on bank deposit and others 7.59 5.56
Deposits with banks (622.32) (99.06)
Payment for purchase of tangible and intangible fixed assets (65.66) (63.38)
Proceeds from sale of investments - 20.47
Proceeds from redemption of the deposits 108.62 -
Inter corporate deposits placed (1,839.50) (1,481.00)
Inter corporate deposits refunded 1,397.25 1,688.50
Interest received from inter corporate deposit/bonds 25.46 32.47
Purchase of mutual funds (98.25) (567.47)
Proceeds from redemption of the debentures - 5.00
Proceeds from sale of mutual funds 596.82 532.62
NET CASH (USED IN)/GENERATED FROM INVESTING ACTIVITIES (487.43) 74.21

C. CASH FLOW FROM FINANCING ACTIVITIES

Payments for purchase of shares including premium (295.90) -
Expenditure on buyback of shares (0.02) (0.13)
Interest paid (0.06) (0.39)
Repayment of lease liabilities (50.89) (43.89)
NET CASH (USED IN) FINANCING ACTIVITIES (346.87) (44.41)

54
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Consolidated Statement of Cash Flows

(Amount in ` Crore)

For the year ended For the year ended

March 31, 2023 March 31, 2022
NET (DECREASE)/INCREASE IN CASH & CASH EQUIVALENTS (432.91) (8.91)

Cash & cash equivalents at the close of the year (Refer Note 13) 382.82 768.26
Cash & cash equivalents at the beginning of the year (Refer Note 13) 768.26 781.33
Less: Effect of exchange rate changes on cash and cash equivalents (1.90) 2.14
Add : Translation adjustment on cash & bank balances of foreign subsidiaries 45.57 (2.02)
(432.91) (8.91)
Notes:
(a) The above cash flows from operating activities has been prepared under the indirect method set out in Indian
Accounting Standard (Ind AS) 7 on Statement of Cash Flows.
(b) For the purpose of cash flow Cash and cash equivalents comprise :
Cash and Cash Equivalents
(Amount in ` Crore)

As at As at
March 31, 2023 March 31, 2022
Cash on hand 0.01 0.01
Cheques, drafts on hand / funds in transit 28.51 1.37
Current account with banks 319.70 766.88
Bank deposits with less than 3 months maturity 34.60 -
382.82 768.26

(c) Change in liabilities arising from financing activities

(Amount in ` Crore)

As at As at
March 31, 2023 March 31, 2022
Opening balance 261.44 266.21
Additions 26.67 34.19
Interest accurred on lease liabilities 14.09 14.62
Principal payment of lease liabilities (36.80) (29.27)
Interest paid on lease liabilities (14.09) (14.62)
Deletions (0.09) (10.48)
Translation differences 4.14 0.79
Closing balance 255.36 261.44

(d) Cash flow from operating activities for the year ended March 31, 2023 is after considering corporate social
responsibility expenditure of ` 5.55 crore (March 31, 2022: ` 5.48 crore)

See accompanying notes forming integral part of the Consolidated Financial Statements 1-43

As per our report of even date attached For and on behalf of the Board
For B S R & Co. LLP
Chartered Accountants
Firm Registration No: 101248W/W -100022

Swapnil Dakshindas Ajoyendra Mukherjee Warren Harris

Partner Chairman Managing Director
Membership No: 113896 DIN: 00350269 DIN: 02098548
ICAI UDIN: 23113896BGYERV3283

Savitha Balachandran Vikrant Gandhe

Chief Financial Officer Company Secretary
Pune : May 05, 2023 Pune: May 05, 2023

Annual Report 2022-23 55

Consolidated Statement of Changes in equity
Part A - Equity Share Capital
(Amount in ` Crore)

Changes in equity share

Restated balance as at Changes in equity share Balance as at
Balance as at April 1, 2022 capital due to prior
April 1, 2022 capital during the year March 31, 2023
period errors
41.81 - 41.81 39.32 81.13

(Amount in ` Crore)

Changes in equity share

Restated balance as at Changes in equity share Balance as at
Balance as at April 1, 2021 capital due to prior
April 1, 2021 capital during the year March 31, 2022
period errors
41.81 - 41.81 - 41.81

Part B - Other Equity

(Amount in ` Crore)

Items of Other
Reserves and Surplus comprehensive
income
Exchange Total
Particulars Special differences Other
Share
Securities Capital Economic on translating Equity
General Legal Surplus options Retained
Premium Redemption Zone the financial
reserve reserve Reserve outstanding earnings
Reserve Reserve Reinvestment statements
account
Reserve of a foreign
operation
Balance as at April 1, 2021 269.14 135.26 1.05 1.59 1.25 - - 1,489.19 202.88 2,100.36
Profit for the year - - - - - - - 436.97 - 436.97
Other comprehensive income - - - - - - - (9.50) 6.54 (2.96)
for the year (net of tax)
Total comprehensive - - - - - - - 427.47 6.54 434.01
income for the year
Liability of buy-back (245.79) (50.11) - - - - - - - (295.90)
(including tax) (refer note 16)
Expenditure on buyback of (0.13) - - - - - - - - (0.13)
equity shares (refer note 16)
Transfer to Special Economic - - - - - 19.34 - (19.34) - -
Zone Reinvestment Reserve
Transfer from Special - - - - - (19.34) - 19.34 - -
Economic Zone Reinvestment
Reserve
Balance as at March 31, 2022 23.22 85.15 1.05 1.59 1.25 - - 1,916.66 209.42 2,238.34

56
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Consolidated Statement of Changes in equity

(Amount in ` Crore)

Items of Other
Reserves and Surplus comprehensive
income
Exchange Total
Particulars Special differences Other
Share
Securities Capital Economic on translating Equity
General Legal Surplus options Retained
Premium Redemption Zone the financial
reserve reserve Reserve outstanding earnings
Reserve Reserve Reinvestment statements
account
Reserve of a foreign
operation
Balance as at April 1, 2022 23.22 85.15 1.05 1.59 1.25 - - 1,916.66 209.42 2,238.34
Profit for the year - - - - - - - 624.03 - 624.03
Other comprehensive income - - - - - - - (9.74) 93.30 83.56
for the year (net of tax)
Total comprehensive - - - - - - - 614.29 93.30 707.59
income for the year
Expenditure on buyback of (0.02) - - - - - - - - (0.02)
equity shares (refer note 16)
Transfer to Capital (1.24) - - - 1.24 - - - - -
Redemption Reserve
Buy-back of equity shares 1.24 - - - - - - - - 1.24
Transfer to Special Economic - - - - - 22.19 - (22.19) - -
Zone Reinvestment Reserve
Transfer from Special - - - - - (22.19) 22.19 - -
Economic Zone Reinvestment
Reserve
Issue of bonus issue (refer (13.13) (26.18) - - (1.25) - - - - (40.56)
note 16)
Employee stock - - - - - - 1.73 - - 1.73
compensation expense (refer
note 25)
Balance as at March 31, 2023 10.07 58.97 1.05 1.59 1.24 - 1.73 2,530.95 302.72 2,908.32

(Loss) of (` 9.74 crore) as at March 31, 2023 ((` 9.50 crore) as at March 31, 2022) on remeasurement of defined employee benefit plans (net
of tax) is recognised as a part of retained earnings
See accompanying notes forming integral part of the Consolidated Financial Statements 1-43

As per our report of even date attached For and on behalf of the Board
For B S R & Co. LLP
Chartered Accountants
Firm Registration No: 101248W/W -100022

Swapnil Dakshindas Ajoyendra Mukherjee Warren Harris

Partner Chairman Managing Director
Membership No: 113896 DIN: 00350269 DIN: 02098548
ICAI UDIN: 23113896BGYERV3283

Savitha Balachandran Vikrant Gandhe

Chief Financial Officer Company Secretary
Pune : May 05, 2023 Pune: May 05, 2023

Annual Report 2022-23 57

Notes Forming Part of the Consolidated Financial Statement
Company Overview and Significant Accounting Policies
1. Company overview In December, 2005, the Company acquired 100%
TATA Technologies Limited (“TTL or the Company“) stake in Tata Technologies Pte Ltd. a Singapore
was incorporated on August 22, 1994 as a Private based Company.
Limited Company in the name of Core Software
In October 2006, the Company sold its 100%
Systems Private Limited. The name of the Company
equity stake in Tata Technologies (Thailand) Ltd. to
was subsequently changed to Tata Technologies
its wholly owned subsidiary viz. Tata Technologies
(India) Limited. On February 8, 2001, the Company
Pte Ltd., Singapore at a value determined by an
changed its name from Tata Technologies (India)
independent valuer.
Limited to Tata Technologies Limited. The Company
is headquartered in Pune, India. The Company has During May 2013 the Group acquired US based
six offices located at Mumbai, Lucknow, Jamshedpur, engineering services company – Cambric Holdings
Bangalore, Gurugram and one branch office located Inc. The Group has also set up a wholly owned
in Japan that enables it to provide high quality, cost- subsidiary in China in March 2014.
effective services to clients.
In April 2017, the Group acquired 100% stake in Tata
TTL together with its subsidiaries is herein after Technologies Nordics AB (formerly known as Escenda
referred to as the “Group”. Engineering AB upto November 01, 2020), a Sweden
based Company.
Service offerings provided by the Group include
providing outsourced engineering and designing Tata Technologies Limited is a subsidiary of Tata
services and digital transformation services to global Motors Limited (which is the holding company).
manufacturing clients. We also complement our
service offerings with technology solution offerings 2. Summary of Significant Accounting Policies
containing academia upskilling and reskilling solutions 2.1 Basis of Preparation
and value added reselling of software applications
(i) Statement of compliance
and solutions.The offshore capabilities of the Group
The Consolidated Financial statements of
in the field of engineering automation services
the group and its joint venture comprise the
combined with the high-end onshore strengths
Consolidated Balance Sheet as at 31 March 2023
of subsidiaries are expected to offer a strong and
and 31 March 2022; the related Consolidated
seamless onshore/offshore delivery capability to the
Statement of Profit and Loss (including Other
international customers in the automotive, aerospace
Comprehensive Income) for the year ended, the
and engineering industries.
Consolidated Statement of Changes in Equity,
and the Consolidated Statement of Cash Flows
During October 2005, the Company incorporated
for the year ended 31 March 2023 and 31 March
a wholly owned subsidiary in Thailand to cater the
2022 and the Significant accounting policies
need of automotive companies in Thailand and
(together referred to as ‘financial statements’).
South East Asian countries. Also, during October
2005 the Company acquired, through its subsidiary, The financial statements have been prepared on
100% equity of INCAT International Plc., UK which a going concern basis.
had various subsidiaries in US, Europe, Japan and
Singapore. A reorganization of various entities The financial statements comply in all material
under INCAT was undertaken, to have a single aspects with Indian Accounting Standards
representative legal entity in each country in which (Ind AS) notified under Section 133 of the
the Company operates, to improve operational Companies Act, 2013 (the Act), Companies
efficiency. The Company has a global presence, (Indian Accounting Standards) Rules, 2015 and
through its subsidiaries and branches, in US, UK, other relevant provisions of the Act and other
Germany, Canada, Singapore, South Korea, Thailand, accounting principles generally accepted
China, France, Japan and Sweden. in India.

58
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Consolidated Financial Statement

These financial statements were approved for period in which the estimates are revised and in
issue in accordance with the resolution of the any future periods affected.
Board of Directors on May 05, 2023.
Critical accounting estimates:
These financial statements are presented in a) Useful lives of Property, plant and equipment
Indian Rupees (INR), which is also the Group’s
The Group reviews the useful life of property,
functional currency. All amounts have been
plant and equipment at the end of each reporting
rounded-off to the nearest crore, unless period. This reassessment may result in change
otherwise indicated. in depreciation expense in future periods.

(ii) Historical cost convention b) Impairment of goodwill

These financial statements are prepared in Goodwill is tested for impairment annually and
accordance with Indian Accounting Standards when events occur or changes in circumstances
(Ind AS) under the historical cost convention on indicate that the recoverable amount of the cash
the accrual basis, except for the following: generating unit is less than its carrying value. The
- certain financial assets and liabilities recoverable amount of cash generating units is
(including derivative instruments) which are higher of value-in-use and fair value less cost to
measured at fair value or amortised cost; sell. The calculation involves use of significant
estimates and assumptions which includes
- defined benefit plans; turnover and earnings multiples, growth rates
- share- based payments and and net margins used to calculate projected
future cash flows, risk-adjusted discount rate,
- assets and liabilities arising in a future economic and market conditions.
business combination
c) Business combination
(iii) Current versus non-current classification
In accounting for business combinations,
All assets and liabilities have been classified as judgment is required in identifying whether an
current or non-current as per the Company’s identifiable intangible asset is to be recorded
operating cycle and other criteria set out in the separately from goodwill. Additionally, estimating
Schedule III to the Companies Act, 2013. Based the acquisition date fair value of the identifiable
on the nature of products and services and their assets (including useful life estimates) and
realisation in cash and cash equivalents, the liability acquired, and contingent consideration
Company has ascertained its operating cycle as assumed involves management judgment.
12 months for the purpose of current and non- These measurements are based on information
current classification of assets and liabilities. available at the acquisition date and are based
on expectations and assumptions that have
(iv) Use of estimates been deemed reasonable by management.
The preparation of the financial statements Changes in these judgments, estimates, and
requires management to make judgments, assumptions can materially affect the results
estimates and assumptions that affect the of operations.
application of accounting policies and the
reported amounts of assets, liabilities, income d) Income Taxes
and expenses. Actual results may differ from The major tax jurisdictions for the Group are
those estimates. India, United Kingdom and the United States
of America. Significant judgments are involved
Estimates and underlying assumptions are in determining the provision for income taxes
reviewed on an ongoing basis. Revisions to including judgment on whether tax positions are
accounting estimates are recognized in the probable of being sustained in tax assessments.

Annual Report 2022-23 59

Notes Forming Part of the Consolidated Financial Statement

A tax assessment can involve complex issues, in the period in which such losses become
which can only be resolved over extended probable based on the expected contract
time periods. estimates at the reporting date.

e) Deferred Taxes h)  efined benefit plans and compensated

D
Deferred tax is recorded on temporary absences
differences between the tax bases of assets and The cost of the defined benefit plans,
liabilities and their carrying amounts, at the rates compensated absences and the present value
that have been enacted or substantively enacted of the defined benefit obligation are based on
at the reporting date. The ultimate realization actuarial valuation using the projected unit
of deferred tax assets is dependent upon the credit method. An actuarial valuation involves
generation of future taxable profits during the making various assumptions that may differ
periods in which those temporary differences from actual developments in the future. These
and tax loss carry forwards become deductible. include the determination of the discount rate,
The Company considers the expected reversal future salary increases and mortality rates. Due
of deferred tax liabilities and projected future to the complexities involved in the valuation
taxable income in making this assessment. The and its long-term nature, a defined benefit
amount of the deferred tax assets considered obligation is highly sensitive to changes in these
realizable, however, could be reduced in the assumptions. All assumptions are reviewed at
near term if estimates of future taxable income each reporting date.
during the carry-forward period are reduced.
i) Leases
f) Expected credit losses on financial assets
The Group evaluates if an arrangement qualifies
The impairment provisions of financial assets to be a lease as per the requirements of Ind AS
are based on assumptions about risk of default 116. Identification of a lease requires significant
and expected timing of collection. The Company judgment. The Group uses significant judgement
uses judgment in making these assumptions in assessing the lease term (including anticipated
and selecting the inputs to the impairment renewals) and the applicable discount rate.
calculation, based on the Company’s past
history, customer’s creditworthiness, existing The Group determines the lease term as the
market conditions as well as forward looking non-cancellable period of a lease, together with
estimates at the end of each reporting period. both periods covered by an option to extend
the lease if the Group is reasonably certain to
g) Revenue Recognition and contract assets exercise that option; and periods covered by
(to the extent of projects where revenue an option to terminate the lease if the Group is
is recognised on percentage completion reasonably certain not to exercise that option.
method) In assessing whether the Group is reasonably
The Group uses the percentage-of-completion certain to exercise an option to extend a lease,
method in accounting for its fixed-price or not to exercise an option to terminate a lease,
contracts. Use of the percentage-of-completion it considers all relevant facts and circumstances
method requires the Group to estimate the that create an economic incentive for the Group
efforts or costs expended to date as a proportion to exercise the option to extend the lease, or
of the total efforts or costs to be expended. not to exercise the option to terminate the lease.
Efforts or costs expended have been used The Group revises the lease term if there is a
to measure progress towards completion as change in the non-cancellable period of a lease.
there is a direct relationship between input and
productivity. Provisions for estimated losses, if The discount rate is generally based on the
any, on uncompleted contracts are recorded incremental borrowing rate specific to the lease

60
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Consolidated Financial Statement

being evaluated or for a portfolio of leases with have rights to the net assets of the arrangement.
similar characteristics The results, assets and liabilities of a joint venture
are incorporated in these financial statements using
2.2 Basis of consolidation the equity method of accounting as described below.
Subsidiaries (Also refer Note 39)
Equity method of accounting
The financial statements comprise the Consolidated
Financial Statements of the Company, its subsidiaries An interest in a joint venture is accounted for using
and its joint venture for the year ended 31 March 2023 the equity method from the date in which the
and 31 March 2022. investee becomes a joint venture and is recognized
initially at cost. The financial statements include
The Company consolidates all entities which are the Company’s share of profits or losses and equity
controlled by it. movements of equity accounted investees, from the
date joint control commences until the date joint
The Company establishes control when; it has power control ceases. When the Company’s share of losses
over the entity, is exposed, or has rights, to variable exceeds its interest in an equity accounted investee,
returns from its involvement with the entity and has the carrying amount of that interest (including
the ability to affect the entity’s returns by using its any long-term investments in the nature of net
power over the entity. investments) is reduced to nil and the recognition of
further losses is discontinued except to the extent
Subsidiaries are consolidated from the date control that the Company has an obligation or has made
commences until the date control ceases. payments on behalf of the investee.

The results of subsidiaries acquired, or sold, during When the Company transacts with a joint venture
the year are consolidated from the effective date of of the Company, unrealized profits and losses are
acquisition and up to the effective date of disposal, eliminated to the extent of the Company’s interest
as appropriate. in its joint venture.

When necessary, adjustments are made to the Treasury Shares

financial statements of subsidiaries to bring their
When any entity within the Group (Tata Technologies
accounting policies into line with the Group’s
Limited and its subsidiaries) purchases the
accounting policies.
Company’s ordinary shares, the consideration paid
including any directly attributable incremental cost
All inter-company transactions, balances and income
is presented as a deduction from total equity, until
and expenses are eliminated in full on consolidation.
they are cancelled, sold or reissued. When treasury
Changes in the Company’s interests in subsidiaries shares are sold or reissued subsequently, the amount
that do not result in a loss of control are accounted received is recognized as an increase in equity, and
for as equity transactions. The carrying amount of the resulting surplus or deficit on the transaction is
the Company’s interests and the non-controlling transferred to/from share premium.
interests are adjusted to reflect the changes in their
2.3 Foreign currency transaction and translation
relative interests in the subsidiaries. Any difference
between the amount by which the non-controlling (i) Functional and presentation currency
interests are adjusted and the fair value of the Items included in the financial statements are
consideration paid or received is recognised directly measured using the currency of the primary
in equity and attributed to owners of the Company. economic environment in which the entity
operates (‘the functional currency’). The
Investment in Joint venture financial statements are presented in Indian
A joint venture is a joint arrangement whereby the rupee (INR), which is the Company’s functional
parties that have joint control of the arrangement and presentation currency.

Annual Report 2022-23 61

Notes Forming Part of the Consolidated Financial Statement

(ii) Transactions and balances 2.4 Revenue recognition

Transactions in foreign currency are translated The Group earns revenue primarily from providing
into the functional currency using the exchange Engineering, Research and Development (ER&D)
rates prevailing at the date of the transaction. services, Digital Enterprise Solutions (DES) services,
Foreign-currency denominated monetary assets solutions for education business and Product
and liabilities are re-instated into the functional Lifecycle Management (PLM) services and products
currency at exchange rates at the balance
sheet date. The gains or losses resulting from Revenue is recognized upon transfer of control of
such translations are included in the statement promised products or services to customers in an
of profit and loss. Non-monetary assets and amount that reflects the consideration which the
non-monetary liabilities denominated in a Group expects to receive in exchange for those
products or services.
foreign currency and measured at fair value are
translated at the exchange rate prevalent at the
• Revenue from time and material contracts is
date when the fair value was determined. Non-
recognized and measured by units delivered and
monetary assets and non-monetary liabilities
efforts expended.
denominated in a foreign currency and measured
at historical cost are translated at the exchange • Revenue related to fixed price maintenance and
rate prevalent at the date of transaction. support services contracts where the Group is
standing ready to provide services is recognized
(iii) Foreign operations based on time elapsed mode and revenue is
straight lined over the period of performance.
The results and financial position of foreign
operations (none of which has the currency • In respect of other fixed-price contracts, revenue
of a hyperinflationary economy) that have is recognized using percentage-of-completion
a functional currency different from the method (‘POC method’) of accounting with
presentation currency are translated into contract cost incurred determining the degree
presentation currency as follows: of completion of the performance obligation.
• Revenue from the sale of internally developed
- Assets and liabilities are translated at the
software and third-party is recognized upfront
closing rate at the date of the Balance Sheet
at the point in time when the software is
delivered to the customer. In cases where
- Income and expense items are translated
implementation and / or customization services
at the average exchange rates for the
rendered significantly modifies or customizes
respective months (unless this is not
the software, these services and software
a reasonable approximation of the are accounted for as a single performance
cumulative effect of the rates prevailing on obligation and revenue is recognized over time
the transaction dates, in which case income on a POC method.
and expenses are translated at the dates of
the transactions). • Revenue from the sale of third party
manufactured products / hardware is recognized
- All resulting exchange differences are at the point in time when control is transferred
recognized in other comprehensive income to the customer.
and held in foreign currency translation • The Group is also in business of solutions for
reserve (FCTR), a component of equity. education business and in business of supply
When a foreign operation is disposed of, of third-party software. In such cases, revenue
the relevant amount recognized in FCTR is for supply of such third-party products are
transferred to the statement of income as recorded at gross or net basis depending on
part of the profit or loss on disposal. whether the Group is acting as the principal or as

62
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Consolidated Financial Statement

an agent of the customer. The Group recognizes in the contract. Identification of distinct
revenue in the gross amount of consideration performance obligation involves judgement to
when it is acting as a principal and at net amount determine the deliverables and the ability of
of consideration when it is acting as an agent. the customer to benefit independently from
such deliverables.
Revenue is measured based on the transaction
price, which is the consideration, adjusted for • Judgement is also required to determine
volume discounts, service level credits, performance the transaction price for the contract. The
bonuses, price concessions and incentives, if any, as transaction price could be either a fixed
specified in the contract with the customer. Revenue amount of customer consideration or variable
also excludes taxes collected from customers. consideration with elements such as volume
discounts, service level credits, performance
Invoices are usually payable based on the credit bonuses, price concessions and incentives.
terms agreed with customers which vary up to The transaction price is also adjusted for the
90 days. effects of the time value of money if the contract
includes a significant financing component.
Contract assets are recognized when there is excess Any consideration payable to the customer
of revenue earned over billings on contracts. Contract is adjusted to the transaction price, unless it
assets are classified as unbilled receivables (only act is a payment for a distinct product or service
of invoicing is pending) when there is unconditional from the customer. The estimated amount
right to receive cash, and only passage of time is of variable consideration is adjusted in the
required, as per contractual terms. transaction price only to the extent that it is
highly probable that a significant reversal in
Unearned and deferred revenue (“contract liability”) the amount of cumulative revenue recognized
is recognized when there are billings in excess will not occur and is reassessed at the end of
of revenues. each reporting period. The Group allocates the
elements of variable considerations to all the
In accordance with Ind AS 37, the Group recognizes performance obligations of the contract unless
an onerous contract provision when the unavoidable there is observable evidence that they pertain
costs of meeting the obligations under a contract to one or more distinct performance obligations.
exceed the economic benefits to be received.
• The Group uses judgement to determine an
Contracts are subject to modification to account for appropriate standalone selling price for a
changes in contract specification and requirements. performance obligation. The Group allocates
The Group reviews modification to contract in the transaction price to each performance
conjunction with the original contract, basis which obligation on the basis of the relative stand-
the transaction price could be allocated to a new alone selling price of each distinct product
performance obligation, or transaction price of or service promised in the contract. Where
an existing obligation could undergo a change. In standalone selling price is not observable, the
the event transaction price is revised for existing Group uses the expected cost-plus margin
obligation a cumulative adjustment is accounted for. approach to allocate the transaction price to
each distinct performance obligation.
Use of significant judgements in revenue recognition
• The Group exercises judgement in determining
• The Group’s contracts with customers could whether the performance obligation is satisfied
include promises to transfer multiple products at a point in time or over a period of time.
and services to a customer. The Group assesses The Group considers indicators such as how
the products / services promised in a contract customer consumes benefits as services
and identifies distinct performance obligations are rendered or who controls the asset as it

Annual Report 2022-23 63

Notes Forming Part of the Consolidated Financial Statement

is being created or existence of enforceable cost of property, plant and equipment not
right to payment for performance to date and available for use before such date are disclosed
alternate use of such product or service, transfer under capital work-in-progress.
of significant risks and rewards to the customer,
acceptance of delivery by the customer, etc. As asset’s carrying amount is written down
immediately to its recoverable amount if the
• Contract fulfilment costs are generally expensed asset’s carrying amount is greater than its
as incurred except where they meet the criteria estimated recoverable amount.
for capitalization. The assessment of this
criteria requires the application of judgement, in Any gain or loss on disposal of an item of
particular when considering if costs generate or property, plant and equipment is recognised in
enhance resources to be used to satisfy future profit or loss.
performance obligations and whether costs are
expected to be recovered. (ii) Depreciation:
The Company depreciates property, plant and
2.5 Property, plant and equipment equipment over their estimated useful lives
(i) Recognition and measurement: using the straight-line method considering the
Property, plant and equipment are stated nature, estimated usage, operating conditions,
at cost, less accumulated depreciation and past history of replacement and anticipated
impairment, if any. Cost includes expenditures technological changes. Taking into account
directly attributable to the acquisition of the these factors, the Company has decided to
asset. General and specific borrowing costs retain the useful life hitherto adopted for various
directly attributable to the construction of a categories of property, plant and equipment,
qualifying asset are capitalized as part of the which are different from those prescribed in
cost. Costs directly attributable to acquisition Schedule II of the Act.
are capitalized until the property, plant and
equipment are ready for use, as intended The estimated useful lives of assets are as follows:
by management.
Type of Asset Useful life
When parts of an item of property, plant and Lease hold Lower of Lease period or
improvements estimated useful life
equipment have different useful lives, they
Buildings 15 to 25 years
are accounted for as separate items (major
Plant and machinery 1 to 21 years
components) of property, plant and equipment.
Computer equipment’s 1 to 4 years
Subsequent expenditure relating to property,
Vehicles 3 to 11 years
plant and equipment is capitalized only when
it is probable that future economic benefits Furniture & fixtures 1 to 21 years
associated with these will flow to the Company Software 1 to 4 years
and the cost of the item can be measured reliably.
Depreciation methods, useful lives and residual
The carrying amount of any component values are reviewed periodically, including at each
accounted for as a separate asset is financial year end with the effect of any changes in
derecognised when discarded / scrapped. the estimate accounted for on a prospective basis.
All other repairs and maintenance costs are
charged to profit and loss in the reporting period 2.6 Intangible assets
in which they occur. Intangible assets are stated at cost less accumulated
amortization and impairment, if any. Intangible
Deposits and advances paid towards the assets are amortized over their respective individual
acquisition of property, plant and equipment estimated useful lives on a straight-line basis, from
outstanding as of each reporting date and the the date that they are available for use. Amortization

64
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Consolidated Financial Statement

methods and useful lives are reviewed periodically Goodwill is tested for impairment annually or when
including at each financial year end. events or circumstances indicate that the implied fair
value of goodwill is less than its carrying amount.
Internally generated intangible asset arising from
development activity is recognised at cost on Business combinations between entities under
demonstration of its technical feasibility, the common control is accounted for at carrying value.
intention and ability of the Company to complete,
use or sell it, only if, it is probable that the asset Transaction costs that the Group incurs in connection
would generate future economic benefit and the with a business combination such as finder’s fees,
expenditure attributable to the said assets during legal fees, due diligence fees, and other professional
its development can be measured reliably. and consulting fees are expensed as incurred.

Software not exceeding ` 25,000 is charged off to 2.8 Research and development cost
the statement of profit and loss. Research costs are expensed as incurred.
Development expenditure incurred on an individual
2.7 Business combination project is recognized as an intangible asset when the
The Company accounts for its business combinations Company can demonstrate:
under acquisition method of accounting under the
- technical feasibility of completing the intangible
provisions of IND AS 103, Business Combinations.
asset so that it will be available for use or sale;
Acquisition related costs are recognised in profit or
loss as incurred. The acquiree’s identifiable assets, - its intention to complete the asset;
liabilities and contingent liabilities that meet the
- its ability to use or sell the asset;
condition for recognition are recognised at their fair
values at the acquisition date. - how the asset will generate probable future
economic benefits and
Purchase consideration paid in excess of the fair
- the availability of adequate resources to
value of net assets acquired is recognised as
complete the development.
goodwill. Where the fair value of identifiable assets
and liabilities exceed the cost of acquisition, after 2.9 Financial instruments
reassessing the fair values of the net assets and
(a) Financial assets:
contingent liabilities, the excess is recognised as
capital reserve. (i) Classification
The Company classifies its financial assets
The interest of non-controlling shareholders (if any) in the following measurement categories:
is initially measured either at fair value or at the
- those to be measured subsequently
non-controlling interests’ proportionate share of
at fair value (either though other
the acquiree’s identifiable net assets. The choice of
comprehensive income, or through
measurement basis is made on an acquisition-by-
profit and loss), and
acquisition basis. Subsequent to acquisition, the
carrying amount of non-controlling interests is the - those measured at amortised cost
amount of those interests at initial recognition plus
the non-controlling interests’ share of subsequent The classification depends on the
changes in equity of subsidiaries. entity’s business model for managing the
financial assets and the contractual cash
Goodwill represents the cost of acquired business as flow characteristics.
established at the date of acquisition of the business
in excess of the acquirer’s interest in the net fair value For investments in debt instruments, this
of the identifiable assets, liabilities and contingent will depend on business model in which
liabilities less accumulated impairmsent losses, if any. the investment is held. For investments

Annual Report 2022-23 65

Notes Forming Part of the Consolidated Financial Statement

in equity instruments, this will depend the asset in order to collect contractual
on whether the company has made an cash flows and the contractual terms of the
irrevocable election at the time of initial financial asset give rise on specified dates
recognition to account for the equity to cash flows that are solely payments
investment at fair value through other of principal and interest on the principal
comprehensive income. amount outstanding.

A financial asset which is not classified in any Financial assets at fair value through
of the above categories are subsequently other comprehensive income (FVOCI):
fair valued through profit or loss. A financial asset is subsequently measured
at fair value through other comprehensive
(ii) Initial recognition: income if it is held within a business
All financial assets are recognised initially at model whose objective is achieved by
fair value plus, in the case of financial assets both collecting contractual cash flows and
not recorded at fair value through profit or selling financial assets and the contractual
loss, transaction costs that are attributable terms of the financial asset give rise on
to the acquisition of the financial asset. specified dates to cash flows that are
However trade receivables that do not solely payments of principal and interest
contain a significant financing component on the principal amount outstanding.
are measured at transaction price. Further, in cases where the Company has
made an irrevocable election based on
(iii) Measurement: its business model, for its investments
Subsequent to initial recognition, non- which are classified as equity instruments,
derivative financial instruments are the subsequent changes in fair value are
measured as described below: recognized in other comprehensive income.

Cash and cash equivalents: Financial assets at fair value through

The Group’s cash and cash equivalents profit or loss (FVTPL):
consist of cash on hand and in banks and A financial asset which is not classified in any
demand deposits with banks (half year of the above categories are subsequently
or less from the date of acquisition). For fair valued through profit or loss.
the purposes of the cash flow statement,
cash and cash equivalents include cash (iv) Impairment of financial assets:
on hand, in banks and demand deposits The Group assesses at each date of
with banks (half year or less from the date balance sheet whether a financial asset or
of acquisition), net of outstanding bank a group of financial assets is impaired. Ind
overdrafts that are repayable on demand AS 109 requires expected credit losses to
and are considered part of the Company’s be measured through a loss allowance. In
cash management system. In the balance determining the allowances for doubtful
sheet, bank overdrafts are presented under trade receivables, the Group has used
borrowings within current liabilities. a practical expedient by computing the
expected credit loss allowance for trade
Financial assets carried at amortised receivables based on a provision matrix.
cost: The provision matrix takes into account
A financial asset is subsequently measured historical credit loss experience and is
at amortised cost if it is held within a adjusted for forward looking information.
business model whose objective is to hold The expected credit loss allowance is based

66
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Consolidated Financial Statement

on the ageing of the receivables that are (ii) Subsequent measurement

due and rates used in the provision matrix. The subsequent measurement of financial
For all other financial assets, expected liabilities depends on their classification, as
credit losses are measured at an amount described below:
equal to the 12-month expected credit
losses or at an amount equal to the life Financial liabilities at amortised cost:
time expected credit losses if the credit
risk on the financial asset has increased Borrowings, trade and other payables are initially
significantly since initial recognition. recognized at fair value, and subsequently
carried at amortized cost using the effective
(v) Derecognition of financial assets: interest method. For these financial instruments,
the carrying amounts approximate fair value due
The Company derecognizes a financial
asset when to the short-term maturity of these instruments.

- the contractual rights to the cash (iii) Derecognition

flows from the financial asset expire
A financial liability is derecognised when the
or it transfers the financial asset and
obligation under the liability is discharged or
the transfer qualifies for derecognition
cancelled or expires. When an existing financial
under IND AS 109.
liability is replaced by another from the same
- retains contractual rights to receive lender on substantially different terms, or the
the cash flows of the financial asset terms of an existing liability are substantially
but assumes a contractual obligation modified, such an exchange or modification
to pay the cash flows to one or is treated as the derecognition of the original
more recipients. liability and the recognition of a new liability. The
difference in the respective carrying amounts is
When the entity has neither transferred a
recognised in the statement of profit or loss.
financial asset nor retained substantially
all risks and rewards of ownership of
(iv) Derivative financial instruments
the financial asset, the financial asset is
derecognised if the Company has not The Group is exposed to foreign currency
retained control of the financial asset. fluctuations on foreign currency assets,
Where the Company retains control of liabilities, net investment in foreign operations
the financial asset, the asset is continued and forecasted cash flows denominated in
to be recognised to extent of continuing foreign currency.
involvement in the financial asset.
The Group limits the effect of foreign exchange
2.9 Financial liabilities rate fluctuations by following established risk
(i) Initial recognition and measurement management policies including the use of
derivatives. The Group enters into derivative
Financial liabilities are classified, at initial
recognition, as financial liabilities at fair value financial instruments where the counterparty is
through profit or loss, loans and borrowings, primarily a bank.
payables, or as derivatives designated as
hedging instruments in an effective hedge, Although the Group believes that these
as appropriate. derivatives constitute hedges from an
economic perspective, they may not qualify for
All financial liabilities are recognised initially at hedge accounting under Ind AS 109, Financial
fair value and, in the case of loans and borrowings Instruments. Any derivative that is either not
and payables, net of directly attributable designated a hedge, or is so designated but is
transaction costs. ineffective as per Ind AS 109, is categorized as a

Annual Report 2022-23 67

Notes Forming Part of the Consolidated Financial Statement

financial asset or financial liability, at fair value carrying amount, the carrying amount of the asset (or
through profit or loss. cash-generating unit) is reduced to its recoverable
amount. An impairment loss is recognized
Derivatives not designated as hedges are immediately in the income statement.
recognized initially at fair value and attributable
transaction costs are recognized in net profit in As at March 31, 2023, none of the Company’s property,
the statement of profit and loss when incurred. plant and equipment and intangible assets and right
Subsequent to initial recognition, these to use assets were considered impaired.
derivatives are measured at fair value through
profit or loss and the resulting exchange gains 2.11 Provisions and contingent liabilities
or losses are included in other income. Assets A provision is recognised when the Company has a
/ liabilities in this category are presented as present obligation (legal or constructive) as a result
current assets / current liabilities if they are of past event and it is probable than an outflow of
either held for trading or are expected to be resources will be required to settle the obligation,
realized within 12 months after the balance in respect of which the reliable estimate can be
sheet date. made. Provisions (excluding retirement benefits and
compensated absences) are determined at present
2.10 Impairment-Non Financial assets value based on best estimate required to settle
Intangible assets, property, plant and equipment and the obligation at the balance sheet date. These are
right to use assets reviewed at each balance sheet date adjusted to
reflect the current best estimates. Provisions for
At each balance sheet date, the Company assesses onerous contracts are recognized when the expected
whether there is any indication that any property, benefits to be derived by the Company from a
plant and equipment, intangible assets with finite contract are lower than the unavoidable costs of
lives and right to use assets may be impaired. If any meeting the future obligations under the contract.
such impairment exists the recoverable amount of Provisions for onerous contracts are measured at
an asset is estimated to determine the extent of the present value of lower of the expected net cost
impairment, if any. Where it is not possible to estimate of fulfilling the contract and the expected cost of
the recoverable amount of an individual asset, the terminating the contract.
Company estimates the recoverable amount of the
cash-generating unit to which the asset belongs. Contingent liabilities are disclosed when there is
a possible obligation arising from past events, the
Intangible assets with indefinite useful lives and existence of which will be confirmed only by the
intangible assets not yet available for use, are tested occurrence or non-occurrence of one or more
for impairment annually at each balance sheet date, uncertain future events not wholly within the control
or earlier, if there is an indication that the asset may of the Company or a present obligation that arises
be impaired. from past events where it is either not probable that
an outflow of resources will be required to settle the
Recoverable amount is the higher of fair value less obligation or a reliable estimate of the amount cannot
costs to sell and value in use. In assessing value in be made. Contingent assets are neither recognised
use, the estimated future cash flows are discounted nor disclosed in the financial statements.
to their present value using a pre-tax discount rate
that reflects current market assessments of the time 2.12 Earnings per equity share:
value of money and the risks specific to the asset for Basic earnings per share is computed using
which the estimates of future cash flows have not the weighted average number of equity shares
been adjusted. outstanding during the year adjusted for treasury
shares held. Diluted earnings per share is computed
If the recoverable amount of an asset (or cash- using the weighted average number of shares during
generating unit) is estimated to be less than its the year adjusted for treasury shares held and dilutive

68
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Consolidated Financial Statement

potential shares, except where the result would be Deferred income tax liabilities are recognized
anti-dilutive. for all taxable temporary differences except
in respect of taxable temporary differences
2.13 Taxation associated with investments in subsidiaries,
Income tax comprises current and deferred taxes. associates and foreign branches where
Income tax expense is recognized in the income the timing of the reversal of the temporary
statement except when they relate to items that are difference can be controlled and it is probable
recognized outside profit or loss (whether in other that the temporary difference will not reverse in
comprehensive income or directly in equity), in the foreseeable future.
which case tax is also recognized outside profit or
loss, or where they arise from the initial accounting The carrying amount of deferred income tax
for business combination. assets is reviewed at each reporting date and
reduced to the extent that it is no longer probable
(i) Current income tax: that sufficient taxable profit will be available to
allow all or part of the deferred income tax asset
Current income tax for the current and prior
to be utilized. Deferred income tax assets and
periods are measured at the amount expected
liabilities are measured at the tax rates that are
to be recovered from or paid to the taxation
expected to apply in the period when the asset
authorities based on the taxable income for
is realized or the liability is settled, based on tax
the period. The tax rates and tax laws used to
rates (and tax laws) that have been enacted or
compute the current tax amount are those that
substantively enacted at the reporting date.
are enacted or substantively enacted as at the
reporting date and applicable for the year. The
The Company offsets deferred income tax
Company offsets current tax assets and current
assets and liabilities, where it has a legally
tax liabilities, where it has a legally enforceable
enforceable right to offset current tax assets
right to set off the recognized amounts and
against current tax liabilities, and they relate to
where it intends either to settle on a net basis, or
taxes levied by the same taxation authority on
to realize the asset and liability simultaneously.
either the same taxable entity, or on different
taxable entities where there is an intention to
(ii) Deferred income tax:
settle the current tax liabilities and assets on a
Deferred income tax is recognized using the net basis or their tax assets and liabilities will be
balance sheet approach. Deferred income realized simultaneously.
tax assets and liabilities are recognized for
deductible and taxable temporary differences (iii) Minimum Alternate Tax (MAT)
arising between the tax base of assets and
Minimum Alternate Tax (MAT) paid in accordance
liabilities and their carrying amount in financial
with the tax laws, which gives future economic
statements, except when the deferred income
benefits in the form of adjustment to future
tax arises from the initial recognition of goodwill
income tax liability, is considered as a deferred
or an asset or liability in a transaction that is
tax asset if there is convincing evidence that
not a business combination and affects neither
the Company will pay normal income tax in
accounting nor taxable profits or loss at the time
the future.
of the transaction.
2.14 Employee benefits:
Deferred income tax assets are recognized
to the extent it is probable that taxable profit (i) Post-employment benefit plans:
will be available against which the deductible The Company participates in various
temporary differences and the carry forward of employee benefit plans. Pensions and other
unused tax credits and unused tax losses can post-employment benefits are classified as
be utilized. either defined contribution plans or defined

Annual Report 2022-23 69

Notes Forming Part of the Consolidated Financial Statement

benefit plans. Under a defined contribution for the period end and on an independent
plan, the Company’s only obligation is to actuarial valuation as on the Balance
pay a fixed amount with no obligation to pay Sheet date.
further contributions if the fund does not hold
sufficient assets to pay all employee benefits. Re-measurements, comprising actuarial
The related actuarial and investment risks gains and losses, the effect of changes to
fall on the employee. The expenditure for asset ceiling (if applicable) and the return
defined contribution plans is recognized as an on plan assets (excluding net interest),
expense during the period when the employee is recognized in other comprehensive
provides service. Under a defined benefit plan, income in the period in which they occur.
it is the Company’s obligation to provide agreed Re-measurements recognized in other
benefits to the employees. The related actuarial comprehensive income is reflected
and investment risks fall on the Company. The immediately in retained earnings and is not
present value of the defined benefit obligations reclassified to profit or loss. Past service
is calculated by an independent actuary using cost is recognized in the Statement of Profit
the projected unit credit method. or Loss in the period of plan amendment.

The Company has the following employee With effect from April 1, 2003, this plan was
benefit plans: amended and benefits earned by covered
employees have been protected as at
a. Provident fund March 31, 2003. Employees covered by this
In accordance with Indian law, Eligible plan are prospectively entitled to benefits
employees of the Company receive computed on a basis that ensures that
benefits from a provident fund, which is a the annual cost of providing the pension
defined contribution plan. Both, the eligible benefits would not exceed 15% of salary.
employee and the Company make monthly
contributions to the provident fund plan Separate irrevocable trusts are maintained
equal to a specified percentage of the for employees covered and entitled to
covered employee’s salary. The Company benefits. The Company contribute up to 15%
has no further obligations under this of the eligible employees’ basic salary to
scheme beyond its periodic contributions. the trust every year. Such contributions are
recognized as an expense when incurred.
b. Superannuation The Company has no further obligation
The Company has two superannuation beyond this contribution.
plans, a defined benefit plan and a defined
contribution plan. An eligible employee on c. Gratuity
April 1, 1996 could elect to be a member of The Company has an obligation towards
either plan. gratuity, a defined benefit retirement
plan covering eligible employees. The
Employees who are members of the defined plan provides for a lump-sum payment
benefit superannuation plan are entitled to to vested employees at retirement, death
benefits depending on the years of service while in employment or on termination
and salary drawn. The monthly pension of employment of an amount equivalent
benefits after retirement range from 0.75% to 15 to 30 days salary payable for each
to 2% of the annual basic salary for each completed year of service. Vesting occurs
year of service. The Company account for upon completion of five years of service.
superannuation benefits payable in future The Company makes annual contributions
under the plan based on an estimated basis to gratuity funds established as trusts.

70
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Consolidated Financial Statement

The Company account for the liability for had the employee been in service, to an
gratuity benefits payable in the future based eligible employee at the time of death or
on an estimated basis for the period end permanent disablement, while in service,
and on an independent actuarial valuation either as a result of an injury or as certified
under Projected Unit Cost method as on the by the appropriate authority. The monthly
Balance Sheet date. payment to dependents of the deceased /
disabled employee under the plan equals
Re-measurements, comprising actuarial 50% of the basic salary drawn at the time
gains and losses, the effect of changes to of death or accident or a specified amount,
asset ceiling (if applicable) and the return whichever is greater. The Company account
on plan assets (excluding net interest), for the liability for BKY benefits payable in
is recognized in other comprehensive the future based on an estimated basis
income in the period in which they occur. for the period end and on an independent
Re-measurements recognized in other actuarial valuation under Projected Unit
comprehensive income is reflected Cost method as on the Balance Sheet date.
immediately in retained earnings and is not
reclassified to profit or loss. Past service Re-measurements, comprising actuarial
cost is recognized in the Statement of Profit gains and losses, the effect of changes to
or Loss in the period of plan amendment. asset ceiling (if applicable) and the return
on plan assets (excluding net interest),
Costs comprising service cost (including is recognized in other comprehensive
current and past service cost and gains and income in the period in which they occur.
losses on curtailments and settlements) Re-measurements recognized in other
and net interest expense or income is comprehensive income is reflected
recognized in profit or loss. immediately in retained earnings and is not
reclassified to profit or loss. Past service
The obligation recognized in the balance cost is recognized in the Statement of Profit
sheet represents the actual deficit or or Loss in the period of plan amendment.
surplus in the Company’s defined benefit
plans. Any surplus resulting from this Costs comprising service cost (including
calculation is limited to the present value of current and past service cost and gains and
any economic benefits available in the form losses on curtailments and settlements)
of refunds from the plans or reductions in and net interest expense or income is
future contributions to the plans. recognized in profit or loss.

The obligations are presented as current The obligation recognized in the balance
liabilities in the balance sheet if the entity sheet represents the actual deficit or
does not have an unconditional right to surplus in the Company’s defined benefit
defer settlement for at least twelve months plans. Any surplus resulting from this
after the reporting period, regardless of calculation is limited to the present value of
when the actual settlement is expected any economic benefits available in the form
to occur. of refunds from the plans or reductions in
future contributions to the plans.
d. Bhavishya Kalyan Yojana (BKY)
Bhavishya Kalyan Yojana is an unfunded The obligations are presented as current
defined benefit plan for employees of liabilities in the balance sheet if the entity
the Company. The benefits of the plan does not have an unconditional right to
include pension in certain cases, payable defer settlement for at least twelve months
up to the date of normal superannuation after the reporting period, regardless of

Annual Report 2022-23 71

Notes Forming Part of the Consolidated Financial Statement

when the actual settlement is expected The obligation recognized in the balance
to occur. sheet represents the actual deficit or
surplus in the Company’s defined benefit
The Parent Company has replaced its plans. Any surplus resulting from this
employee benefit scheme BKY with Group
calculation is limited to the present value of
Term Life Insurance (GTL) policy with effect
any economic benefits available in the form
from November 2019. Accordingly, with
effect from December 2019, the Company of refunds from the plans or reductions in
has continued to carry obligation under this future contributions to the plans.
scheme based on actuarial valuation for
those beneficiaries having claims under this The obligations are presented as current
scheme before the date of discontinuation. liabilities in the balance sheet if the entity
does not have an unconditional right to
e. Post-retirement medicare scheme defer settlement for at least twelve months
Under this unfunded scheme, employees after the reporting period, regardless of
of the Company receive medical benefits when the actual settlement is expected
subject to certain limits on amounts of to occur.
benefits, periods after retirement and
types of benefits, depending on their grade During the year ended March 31, 2021, the
and location at the time of retirement. Parent Company has curtailed its Post-
Employees separated from the Company retirement Medicare scheme, which is an
as part of an Early Separation Scheme,
unfunded defined benefit plan to exclude all
on medical grounds or due to permanent
employees who will retire after December 31,
disablement are also covered under
the scheme. The Company account for 2020. Accordingly, with effect from January
the liability for post-retirement medical 2021, the carrying value of liability has been
scheme based on an estimated basis for recognised based on an independent
the period end and on an independent actuarial valuation under Projected Unit
actuarial valuation under Projected Unit Cost method for those beneficiaries having
Cost method at the year end. claims under this scheme before the date
of discontinuation.
Re-measurements, comprising actuarial
gains and losses, the effect of changes to (ii) Compensated absences
asset ceiling (if applicable) and the return
on plan assets (excluding net interest), The Company provides for the encashment of
is recognized in other comprehensive leave or leave with pay subject to certain rules.
income in the period in which they occur. The employees are entitled to accumulate leave
Re-measurements recognized in other subject to certain limits, for future encashment.
comprehensive income is reflected The liability is provided based on number of days
immediately in retained earnings and is not of unutilized leave at each balance sheet date
reclassified to profit or loss. Past service based on an estimated basis for the period end
cost is recognized in the Statement of Profit and on an independent actuarial valuation under
or Loss in the period of plan amendment.
Projected Unit Cost method at the year end.

Costs comprising service cost (including

2.15 Share based payments
current and past service cost and gains and
losses on curtailments and settlements) Share-based compensation benefits are provided
and net interest expense or income is to the employees via the Share based long term
recognized in profit or loss. incentive scheme 2022 (“SLTI 2022”).

72
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Consolidated Financial Statement

Equity-settled transactions Cash-settled transactions

The cost of equity-settled transactions is determined The cost of cash-settled transactions is measured
by the fair value at the date when the grant is made initially at fair value at the grant date. This fair value is
using an appropriate valuation model. That cost is expensed over the period until the vesting date with
recognised, together with a corresponding increase recognition of a corresponding liability. The liability
in share options outstanding account in equity, is remeasured to fair value at each reporting date up
over the period in which the performance and/or to, and including the settlement date, with changes in
service conditions are fulfilled in employee benefits fair value recognised in employee benefits expense
expense. The cumulative expense recognised for
equity-settled transactions at each reporting date 2.16 Dividends
until the vesting date reflects the extent to which Dividends on shares are recorded as a liability on
the vesting period has expired and the Group’s best the date of approval by the shareholders and interim
estimate of the number of equity instruments that dividends are recorded as a liability on the date of
will ultimately vest. The statement of profit and loss declaration by the Company’s Board of Directors as
expense for a period represents the movement in per Ind AS 10.
cumulative expense recognised as at the beginning
and end of that period and is recognised in employee 2.17 Government Grants and Incentives
benefits expense.
Government Grant and Incentives are recognised
when there is a reasonable assurance that the Group
Service and non-market performance conditions
will comply with the relevant conditions and the
are not taken into account when determining the
incentive will be received. Incentives are recorded
grant date fair value of awards, but the likelihood
at fair value where applicable. Incentives are
of the conditions being met is assessed as part
recognised in the statement of profit and loss, either
of the Group’s best estimate of the number of
on a systematic basis when the company recognises,
equity instruments that will ultimately vest. Market
as expenses, the related costs that the incentives
performance conditions are reflected within the
are intended to compensate or, immediately if the
grant date fair value. Any other conditions attached
costs have already been incurred. Incentives related
to an award, but without an associated service
to income are presented as an offset against the
requirement, are considered to be non-vesting
related expenditure, and government grants that are
conditions. Non-vesting conditions are reflected in
awarded as incentives with no ongoing performance
the fair value of an award and lead to an immediate
obligations to the Group are recognised as income in
expensing of an award unless there are also service
the period in which the grant is received.
and/or performance conditions.

2.18 Leases
No expense is recognised for awards that do not
ultimately vest because non-market performance A contract is, or contains, a lease if the contract
and/or service conditions have not been met. Where conveys the right to control the use of an
awards include a market or non-vesting condition, identified asset for a period of time in exchange for
the transactions are treated as vested irrespective consideration. Group as a lessee The Group accounts
of whether the market or non-vesting condition is for each lease component within the contract as a
satisfied, provided that all other performance and/ lease separately from non-lease components of
or service conditions are satisfied. the contract and allocates the consideration in the
contract to each lease component on the basis of the
The dilutive effect of outstanding options is reflected relative stand-alone price of the lease component
as additional share dilution in the computation of and the aggregate stand-alone price of the non-
diluted earnings per share. lease components.

Annual Report 2022-23 73

Notes Forming Part of the Consolidated Financial Statement

Group as a lessee the carrying amount to reflect any reassessment or

The Group recognises right-of-use asset representing lease modifications or to reflect revised in-substance
its right to use the underlying asset for the lease fixed lease payments. The Group recognises the
term at the lease commencement date. The cost of amount of the re-measurement of lease liability due
the right-of-use asset measured at inception shall to modification as an adjustment to the right-of-use
comprise of the amount of the initial measurement asset and statement of profit and loss depending
of the lease liability adjusted for any lease payments upon the nature of modification. Where the carrying
made at or before the commencement date less any amount of the right-of-use asset is reduced to zero
lease incentives received, plus any initial direct costs and there is a further reduction in the measurement of
incurred and an estimate of costs to be incurred the lease liability, the Group recognises any remaining
by the lessee in dismantling and removing the amount of the re-measurement in statement of profit
underlying asset or restoring the underlying asset or and loss.
site on which it is located. The right-of-use assets is
subsequently measured at cost less any accumulated The Group has elected not to apply the requirements
depreciation, accumulated impairment losses, if any of Ind AS 116 Leases to short-term leases of all assets
and adjusted for any remeasurement of the lease that have a lease term of 12 months or less and leases
liability. The right-of-use assets is depreciated using for which the underlying asset is of low value. The
the straight-line method from the commencement lease payments associated with these leases are
date over the shorter of lease term or useful life of recognized as an expense on a straight-line basis
right-of-use asset. The estimated useful lives of right- over the lease term.
of use assets are determined on the same basis as
those of property, plant and equipment. Right-of-use Group as a lessor
assets are tested for impairment whenever there is At the inception of the lease the Group classifies
any indication that their carrying amounts may not each of its leases as either an operating lease or a
be recoverable. Impairment loss, if any, is recognised finance lease. The Group recognises lease payments
in the statement of profit and loss. received under operating leases as income on a
straight- line basis over the lease term. In case of a
The Group measures the lease liability at the finance lease, finance income is recognised over the
present value of the lease payments that are not lease term based on a pattern reflecting a constant
paid at the commencement date of the lease. The periodic rate of return on the lessor’s net investment
lease payments are discounted using the interest in the lease. When the Group is an intermediate
rate implicit in the lease, if that rate can be readily lessor it accounts for its interests in the head lease
determined. If that rate cannot be readily determined, and the sub-lease separately. It assesses the lease
the Group uses incremental borrowing rate. For classification of a sub-lease with reference to the
leases with reasonably similar characteristics, the right-of-use asset arising from the head lease, not
Group, on a lease by lease basis, may adopt either with reference to the underlying asset. If a head lease
the incremental borrowing rate specific to the lease is a short term lease to which the Group applies the
or the incremental borrowing rate for the portfolio exemption described above, then it classifies the
as a whole. The lease payments shall include sub-lease as an operating lease.
fixed payments, variable lease payments, residual
value guarantees, exercise price of a purchase If an arrangement contains lease and non-lease
option where the Group is reasonably certain to components, the Group applies Ind AS 115 Revenue
exercise that option and payments of penalties for from contracts with customers to allocate the
terminating the lease, if the lease term reflects the consideration in the contract
lessee exercising an option to terminate the lease.
The lease liability is subsequently remeasured by Sub lease
increasing the carrying amount to reflect interest on At the inception of the sub lease contract, the Group
the lease liability, reducing the carrying amount to classifies the sub lease as a finance lease or an
reflect the lease payments made and remeasuring operating lease based on criteria in Ind AS 116 Lease.

74
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Consolidated Financial Statement

The sub lease which is classified as an operating Ind AS 1 – Presentation of Financial Statements
lease, the lease liability and right to use of the head
The amendments require companies to disclose
lease is not derecognised. The lease income which
their material accounting policies rather than their
would be received from the sub lease over the lease
term is recognised as other income in the Statement significant accounting policies. Accounting policy
of Profit or Loss Account. information, together with other information, is
material when it can reasonably be expected to
The sub lease which is classified as a finance lease, the
influence decisions of primary users of general
lease liability of the head lease is not derecognised,
instead the right to use asset of the head lease is purpose financial statements. The Group does not
derecognised and net investment in sub lease is expect this amendment to have any significant
recognised. The interest income received on the net impact in its financial statements.
investment in sub lease is recognised in Statement
of Profit or Loss Account over the lease term. Ind AS 12 – Income Taxes

2.19 Cost recognition The amendments clarify how companies account

Costs and expenses are recognised when incurred for deferred tax on transactions such as leases and
and have been classified according to their nature. decommissioning obligations. The amendments
narrowed the scope of the recognition exemption
2.20Exceptional items
in paragraphs 15 and 24 of Ind AS 12 (recognition
The Group considers exceptional items to be those
exemption) so that it no longer applies to transactions
which derive from events or transactions which are
that, on initial recognition, give rise to equal taxable
significant for separate disclosure by virtue of their
size or incidence in order for the user to obtain and deductible temporary differences. The Group is
a proper understanding of the Group’s financial evaluating the impact, if any, in its financial statements.
performance. These items include, but are not
limited to, acquisition costs, impairment charges, Ind AS 8 – Accounting Policies, Changes in
restructuring costs and profits and losses on disposal Accounting Estimates and Errors
of subsidiaries, contingent consideration and other
one off items which meet this definition. To provide a The amendments will help entities to distinguish
better understanding of the underlying results of the between accounting policies and accounting
period, exceptional items are reported separately in estimates. The definition of a change in accounting
the Statement of Profit and Loss. estimates has been replaced with a definition of
accounting estimates. Under the new definition,
2.21 Recent Indian Accounting Standards (Ind AS) and
Pronouncements accounting estimates are “monetary amounts in
Ministry of Corporate Affairs (“MCA”) notifies new financial statements that are subject to measurement
standard or amendments to the existing standards uncertainty”. Entities develop accounting estimates
under Companies (Indian Accounting Standards) if accounting policies require items in financial
Rules as issued from time to time. On March 31, 2023,
statements to be measured in a way that involves
MCA amended the Companies (Indian Accounting
measurement uncertainty. The Group does not
Standards) Rules, 2015 by issuing the Companies
(Indian Accounting Standards) Amendment Rules, expect this amendment to have any significant
2023, applicable from April 1, 2023, as below: impact in its financial statements.

Annual Report 2022-23 75

Notes Forming Part of the Consolidated Financial Statement

3 Property, Plant and Equipment

(Amount in ` Crore)

Plant &
Machinery Furniture
Leasehold
Buildings and Computers and Vehicles Total
Improvements
Equipments fixtures
- Owned
Gross carrying value as of April 1, 2021 17.79 41.76 140.93 32.93 2.58 29.35 265.34
Additions - 0.85 53.69 1.10 1.33 - 56.97
Currency translation differences - (0.27) (0.04) 0.15 0.06 (0.10) (0.20)
Disposals - (0.15) (1.08) (0.15) (0.35) (0.23) (1.96)
Gross carrying value as of March 31, 2022 17.79 42.19 193.50 34.03 3.62 29.02 320.15
Accumulated depreciation as of April 1, 7.53 22.37 116.16 19.98 2.58 9.48 178.10
2021
Depreciation for the year 1.27 3.57 18.42 2.92 0.44 2.78 29.40
Currency translation differences - (0.18) (0.09) 0.01 0.05 (0.11) (0.32)
Accumulated depreciation on disposals - (0.08) (1.07) (0.15) (0.03) (0.23) (1.56)
Accumulated depreciation as of March 8.80 25.68 133.42 22.76 3.04 11.92 205.62
31, 2022
Net carrying value as of March 31, 2022 8.99 16.51 60.08 11.27 0.58 17.10 114.53
Gross carrying value as of April 1, 2022 17.79 42.19 193.50 34.03 3.62 29.02 320.15
Additions 0.07 4.42 37.70 1.37 - - 43.56
Currency translation differences - 0.43 2.47 0.98 0.18 0.84 4.90
Disposals (0.06) (0.27) (2.43) (0.66) (0.27) - (3.69)
Gross carrying value as of March 31, 2023 17.80 46.77 231.24 35.72 3.53 29.86 364.92
Accumulated depreciation as of April 1, 8.80 25.68 133.42 22.76 3.04 11.92 205.62
2022
Depreciation for the year 1.25 3.06 28.97 2.51 0.33 2.36 38.48
Currency translation differences - 0.27 2.45 0.71 0.16 0.39 3.98
Accumulated depreciation on disposals (0.05) (0.20) (2.18) (0.61) (0.27) - (3.31)
Accumulated depreciation as of March 10.00 28.81 162.66 25.37 3.26 14.67 244.77
31, 2023
Net carrying value as of March 31, 2023 7.80 17.96 68.58 10.35 0.27 15.19 120.15

(i) Contractual obligations: The estimated amount of contracts remaining to be executed on capital account, and not
provided for is ` 13.55 crore as at March 31, 2023 (` 10.91 crore as at March 31, 2022).

(ii) Ageing schedule of Capital Work in Progress (CWIP) as on March 31, 2023
(Amount in ` Crore)

Amount in CWIP for a period of

Particulars Less than 1 More than Total
1-2 years 2-3 years
year 3 years
Projects in progress 2.65 - - - 2.65

(iii) Ageing schedule of Capital Work in Progress (CWIP) as on March 31, 2022
(Amount in ` Crore)

Amount in CWIP for a period of

Particulars Less than 1 More than Total
1-2 years 2-3 years
year 3 years
Projects in progress 0.26 - - - 0.26

76
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Consolidated Financial Statement

4 Right-of-use-asset
(Amount in ` Crore)

Plant,
Commercial Residential machinery
Land Vehicles Total
Premises Premises and
equipments
Gross carrying value as at April 1, 2021 282.87 3.30 1.41 0.18 12.53 300.29
Additions 28.54 - - - 5.76 34.30
Currency translation differences (0.53) - - - (0.10) (0.63)
Disposals (14.39) - - - (1.48) (15.87)
Reclass to net investment in sub lease (44.00) - - - - (44.00)
(Refer Note (i))
Other adjustments 1.43 - - - - 1.43
Gross carrying value as of March 31, 2022 253.92 3.30 1.41 0.18 16.71 275.52

Accumulated depreciation as at April 1, 2021 58.52 0.08 1.26 0.14 7.65 67.65
Depreciation for the year 31.98 0.04 0.08 0.04 3.44 35.58
Disposals (4.94) - - - (1.34) (6.28)
Reclass to net investment in sub lease (9.65) - - - - (9.65)
(Refer Note (i))
Other adjustments 0.98 - - - - 0.98
Currency translation differences (0.49) - - - (0.12) (0.61)
Accumulated depreciation as of March 31, 2022 76.40 0.12 1.34 0.18 9.63 87.67
Net carrying value as of March 31, 2022 177.52 3.18 0.07 - 7.08 187.85

Gross carrying value as at April 1, 2022 253.92 3.30 1.41 0.18 16.71 275.52
Additions 16.74 - 0.27 - 9.66 26.67
Currency translation differences 5.85 - - - 0.27 6.12
Disposals - - - - (1.11) (1.11)
Other adjustments 0.17 - - - - 0.17
Gross carrying value as of March 31, 2023 276.68 3.30 1.68 0.18 25.53 307.37

Accumulated depreciation as at April 1, 2022 76.40 0.12 1.34 0.18 9.63 87.67
Depreciation for the year 32.86 0.04 0.09 - 4.60 37.59
Disposals - - - - (1.08) (1.08)
Currency translation differences 2.58 - - - 0.32 2.90
Accumulated depreciation as of March 31, 2023 111.84 0.16 1.43 0.18 13.47 127.08
Net carrying value as of March 31, 2023 164.84 3.14 0.25 - 12.06 180.29

Note (i)
During year ended March 31, 2022, Tata Technologies Europe Limited (“TTEL”) has entered into sub lease arrangement
for the building with the lessee for the remaining lease term of the head lease. The sub lease is classified as a
finance lease. The net investment in sub lease, recognised is ` 34.35 crore.(Refer Note 15).

Annual Report 2022-23 77

Notes Forming Part of the Consolidated Financial Statement

5 Goodwill
5(i) Goodwill Movement
(Amount in ` Crore)

As at As at
Particulars
March 31, 2023 March 31, 2022
As at the beginning of the year 729.30 725.90
Translation difference 33.62 3.40
Balance as at the end of the year 762.92 729.30

5(ii) Goodwill Impairment

Goodwill has been allocated to the service segment of the Group as Cash Generating Units (“CGUs”).

The movement in goodwill during the year is on account of foreign exchange fluctuation.

Goodwill is tested for impairment annually. The recoverable amount of the cash generating unit was determined
based on value in use. Value in use was determined based on future cash flows, which requires use of assumptions
such as growth in the sales, gross margin and operating income margin.

The assumptions are build basis the group’s past experience, the existing economic conditions and trends,
estimated future growth rates and anticipated future economic conditions. None of the key assumptions are
sensitive to any of the CGU’s recoverable amount.

The calculations use financial budgets approved by the management covering a five-year period. Cash flows
beyond the five-year period are extrapolated using estimated long-term growth rate of 5% as at March 31, 2023
(March 31, 2022: 2%). These growth rates are consistent with forecasts included in the industry reports. The
discount rate considered is 14.996% as at March 31, 2023 (March 31, 2022: 14.607%).

An analysis of the sensitivity of the computation to a change in key assumptions (operating margin, discount rates
and long-term average growth rate), based on any reasonable change, did not identify any probable scenario in
which the recoverable amount of the CGU would decrease below its carrying amount.

6 Other Intangible assets

(Other than internally generated)
(Amount in ` Crore)

Customer
Software Licenses Total
Relationship
Gross carrying value as of April 1, 2021 136.20 25.62 161.82
Additions 13.25 - 13.25
Currency translation differences 0.24 (0.78) (0.54)
Disposal - - -
Gross carrying value as of March 31, 2022 149.69 24.84 174.53

Accumulated amortisation as of April 1, 2021 108.17 9.62 117.79

Amortization for the year 18.10 2.63 20.73
Currency translation differences 0.20 (0.41) (0.21)
Accumulated amortisation on disposals - - -
Accumulated amortisation as of March 31, 2022 126.47 11.84 138.31
Net carrying value as of March 31, 2022 23.22 13.00 36.22

78
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Consolidated Financial Statement

(Amount in ` Crore)

Customer
Software Licenses Total
Relationship
Gross carrying value as of April 1, 2022 149.69 24.84 174.53
Additions 14.59 - 14.59
Currency translation differences 2.15 (0.58) 1.57
Disposal - - -
Gross carrying value as of March 31, 2023 166.43 24.26 190.69

Accumulated amortisation as of April 1, 2022 126.47 11.84 138.31

Amortization for the year 16.08 2.40 18.48
Currency translation differences 2.16 (0.22) 1.94
Accumulated amortisation on disposals - - -
Accumulated amortisation as of March 31, 2023 144.71 14.02 158.73
Net carrying value as of March 31, 2023 21.72 10.24 31.96

(i) Details of Intangible assets under development are as under:

(Amount in ` Crore)

As at As at
Particulars
March 31, 2023 March 31, 2022
Balance at the beginning of the year - 0.07
Addition during the year 0.26 -
Capitalized during the year (0.16) (0.07)
Balance at the end of the year 0.10 -

(ii) Contractual obligation : The estimated amount of contracts remaining to be executed on capital account, and not
provided for is ` 7.31 crore as at March 31, 2023 (` 1.87 crore as at March 31, 2022).

(iii) Ageing schedule of Intangible assets under development as on March 31, 2023

(Amount in ` Crore)

Amount in intangible assets under development for a period of

Particulars Less than 1 More than 3 Total
1-2 years 2-3 years
year years
Projects in progress 0.10 - - - 0.10

(iv) Ageing schedule of Intangible assets under development as on March 31, 2022

(Amount in ` Crore)

Amount in intangible assets under development for a period of

Particulars Less than 1 More than 3 Total
1-2 years 2-3 years
year years
Projects in progress - - - - -

Annual Report 2022-23 79

Notes Forming Part of the Consolidated Financial Statement

7 Investment in Joint Venture

Joint ventures:
(i) Details of the Company’s joint venture as at March 31, 2023 are as follows:

% of holding
Principal place of
Name of joint venture As at As at
the business
March 31, 2023 March 31, 2022
TATA HAL Technologies Ltd (THTL) India - 50%

The Company has a joint venture with Hindustan Aeronautics Ltd., TATA HAL Technologies Ltd (THTL) for
providing engineering and design solutions and services in the domain of aerostructures for aerospace industry.
The summarized financial information in respect of THTL that is accounted for using the equity method is set
forth below.

(ii) Summarised financial information of the company in respect of the the Company’s joint venture is set out below:
(Amount in ` Crore)

As at As at
Particulars
March 31, 2023 March 31, 2022
Current assets - 0.75
Current liabilities - 0.06
The above amounts of assets and liabilities include the following:
Cash and cash equivalents - 0.20
Share of net assets of joint venture - 0.35

(Amount in ` Crore)

Year ended Year ended

Particulars
March 31, 2023 March 31, 2022
Revenue - -
Net income/(loss) - (0.18)
Other comprehensive income - -
Total comprehensive income for the year - (0.18)
The above net income includes the following:
Interest income - -
Interest expense - -
Total - -

(iii) Reconciliation of above summarized financial information to the carrying amount of the interest in the joint venture
recognized in the consolidated financial statements:
(Amount in ` Crore)

As at As at
Particulars
March 31, 2023 March 31, 2022
Net assets of the joint venture - 0.69
Proportion of the Company's interest in joint venture - 0.35
Carrying amount of the Company's interest in joint venture - 0.35

80
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Consolidated Financial Statement

(Amount in ` Crore)

Year ended Year ended

Particulars
March 31, 2023 March 31, 2022
Summary of Company’s share of profit/(loss) in equity accounted investees - (0.09)

(iv) Having regard to the future business strategy/plans of the joint venture and considering their current financial
position, the Company recognized a provision for impairment loss of ` 5.07 crores during the year ended March
31, 2017, in respect of its investment in joint venture.

(v) The Board and Shareholders of the joint venture have approved the voluntary liquidation of the Company and
have appointed Mr. Thirupal Gorige, Insolvency Professional, as the liquidator of the Company on June 8, 2021. The
winding up process is completed on March 17, 2023, Vide order dated March 17, 2023 of the Honorable National
Company Law Tribunal.

Aggregate book value of unquoted investments - 5.07

Aggregate value of impairment - 5.07

8 INVESTMENTS
(Amount in ` Crore)

As at March 31, 2023 As at March 31, 2022

Units Amount Units Amount
CURRENT
Quoted:
i) Investment carried at Fair value through Profit and
Loss (FVTPL)
SBI Premier Liquid Fund - DIRECT Growth 8,525 3.00 150,049 50.01
Birla Sun Life Cash Plus-Growth - - 2,915,499 100.04
Axis Liquid Fund-Direct-Growth-CFDG - - 423,111 100.03

Kotak Liquid Fund Direct Plan Growth 18,162 8.26 63,921 27.51
ICICI Prudential Liquid - Direct Plan - Growth - - 3,173,273 100.04
SBI Liquid Fund Regular Growth - - 151,061 50.01
HDFC Liquid Fund -Direct Plan - Growth - - 239,055 100.04
UTI Liquid Cash Plan - Regular Plan-Growth 4,114 1.52 - -
UTI Liquid Cash Plan - Direct Plan - Growth Option 5,429 2.00 - -
Aditya Birla Sun Life Overnight Fund 24,747 3.00 - -
Axis Overnight Fund Direct Growth 67,489 8.00 - -
SBI Overnight Fund Direct Growth 10,963 4.00 - -
Total Investment carried at Fair value through Profit 29.78 527.68
and Loss (FVTPL)
Total Current Investments 29.78 527.68
Aggregate book value of quoted investments 29.78 527.68
Aggregate market value of quoted investments 29.78 527.68
Aggregate book value of unquoted investments - -
Aggregate value of impairment - -

Annual Report 2022-23 81

Notes Forming Part of the Consolidated Financial Statement

9 LOANS
(Amount in ` Crore)

As at As at
March 31, 2023 March 31, 2022
NON-CURRENT
(Unsecured, considered good)
(a) Loans and advances to employees - 0.04
Total - 0.04
CURRENT
(Unsecured, considered good)
(a) Loans to related parties (Refer Note 38(b))
- Inter corporate deposits 484.75 42.50
(b) Loans and advances to employees 5.94 4.06
Less : Provision for doubtful receivables (0.47) (0.31)
Total 490.22 46.25

Disclosure of the loan granted which are repayable on demand

(Amount in ` Crore)

Percentage to the Percentage to the

Amount of loan total loans and Amount of loan total loans and
or advance in the advances in the or advance in the advances in the
Type of borrowers nature of loan nature of loans nature of loan nature of loans
outstanding (including current outstanding (including current
and non-current) and non-current)
March 31, 2023 March 31, 2023 March 31, 2022 March 31, 2022
Promoter 484.75 100.00% 42.50 100.00%
Directors - - - -
Key Managerial Personnel ("KMP") - - - -
Related Parties - - - -

The above intercompany deposits are in compliance with the companies act and have been given for business
purpose. The rate of interest on the intercorporate deposits is in range of 5% to 7.05% as on March 31, 2023 ( 5% as on
March 31, 2022).

10 (i) Income tax assets/(liabilities)

(Amount in ` Crore)

As at As at
Particulars
March 31, 2023 March 31, 2022
Non-current Income Tax Assets (Net) 30.52 30.30
Current Income Tax Assets (Net) 32.62 10.72
Income Tax Liabilities (Net) 61.64 21.60
Net income tax assets /(liability) 1.50 19.42

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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Consolidated Financial Statement

10 (ii) Movement in income tax assets/(liabilities)

The gross movement in income tax assets/(liabilities) for the year ended March 31, 2023 and year ended March
31, 2022 is as follows:

(Amount in ` Crore)

As at As at
Particulars
March 31, 2023 March 31, 2022
Net Current Income Tax Assets at beginning of the year 19.42 50.52
Income Tax Paid (Net) 242.92 127.82
Translation Differences 0.32 (0.25)
Current Income Tax Expense (261.16) (158.67)
Net Income Tax Assets at the end of the year 1.50 19.42

10 (iii) DEFERRED TAX ASSETS (NET)

(Amount in ` Crore)

Recognised in/
Significant components and
Recognised in reclassified Currency
movements in deferred tax assets As at As at
statement of from other Translation
and liabilities for the year ended April 1, 2022 March 31, 2023
profit and loss comprehensive impact
March 31, 2023:
income
Deferred tax assets:
Business loss carry forwards 7.08 - - (0.17) 6.91
Expenses deductible in future years - 85.05 - (0.23) 84.82
Provisions, allowances for doubtful 13.20 (2.93) - 0.19 10.46
receivables and others
Compensated absences and 25.54 11.48 - 0.56 37.58
retirement benefits
Derivative financial instruments - 0.13 - - 0.13
Remeasurement of post employment 6.04 - 5.24 - 11.28
benefit obligations
Others 15.43 0.47 - 0.89 16.79
Total deferred tax assets 67.29 94.20 5.24 1.24 167.97
Deferred tax liabilities:
Property, plant and equipment and 0.97 (0.12) - 0.16 1.01
Intangible assets
Amortisation of Customer intangibles 4.16 (0.49) - (0.13) 3.54
Gain/Loss on Change in Fair Value of 0.10 (0.09) - - 0.01
Investments (MTM on Investments)
Depreciation carry forwards (2.16) 2.14 0.12 0.10
Others 6.78 3.72 - 0.73 11.23
Total deferred tax liabilities 9.85 5.16 - 0.88 15.89
Net assets/(liabilities) 57.44 89.04 5.24 0.36 152.08

Annual Report 2022-23 83

Notes Forming Part of the Consolidated Financial Statement

(Amount in ` Crore)

Recognised
Significant components and
Recognised in in/reclassified Currency
movements in deferred tax assets As of As of
statement of from other Translation
and liabilities for the year ended April 1, 2021 March 31, 2022
profit and loss comprehensive impact
March 31, 2022:
income
Deferred tax assets:
Depreciation carry forwards 2.30 (0.14) - - 2.16
Business loss carry forwards 11.69 (4.89) - 0.28 7.08
Provisions, allowances for doubtful 14.56 (1.47) - 0.11 13.20
receivables and others
Compensated absences and 12.60 12.87 - 0.07 25.54
retirement benefits
Remeasurement of post employment 0.94 - 5.10 - 6.04
benefit obligations
Others 15.55 (0.47) - 0.35 15.43
Total deferred tax assets 57.64 5.90 5.10 0.81 69.45
Deferred tax liabilities:
Property, plant and equipment and 1.65 (0.74) - 0.06 0.97
Intangible assets
Amortisation of Customer intangibles 4.86 (0.54) - (0.16) 4.16
Gain/Loss on Change in Fair Value of 0.03 0.07 - - 0.10
Investments (MTM on Investments )
Others 8.13 (1.70) - 0.35 6.78
Total deferred tax liabilities 14.67 (2.91) - 0.25 12.01
Net assets/(liabilities) 42.97 8.81 5.10 0.56 57.44

11 Other Assets
(Amount in ` Crore)

As at As at
Particulars
March 31, 2023 March 31, 2022
NON-CURRENT
(Unsecured, considered good)
(a) Prepaid expenses 78.37 36.33
(b) Deposits with government authorities 1.28 1.07
(c) Other non-current assets - 0.26
Total 79.65 37.66
CURRENT
(Unsecured, considered good)
Advances other than capital advances:
(a) Advances to suppliers and contractors 90.44 34.19
(b) Other advances 0.35 0.36
Others:
(a) Contract Assets 718.20 501.88
(b) Prepaid expenses 88.34 66.85
(c) Deposits with government authorities 0.92 1.43
(d) Balances with government authorities 166.75 120.48
Total 1,065.00 725.19

84
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Consolidated Financial Statement

12 Trade Receivables
(Amount in ` Crore)

As at As at
Particulars
March 31, 2023 March 31, 2022
CURRENT
(Unsecured unless otherwise stated)
(a) Trade receivables considered good 983.47 692.36
Less : Expected credit loss allowance 32.61 45.96
950.86 646.40
(b) Trade receivables which are credit impaired 11.50 11.17
Less : Expected credit loss allowance 10.61 10.28
0.89 0.89
951.75 647.29

Above balance of Trade receivable include balances with related parties (Refer Note 38(b))

Trade receivable ageing schedule as on March 31, 2023

(Amount in ` Crore)

Outstanding for following periods from due date of payment

Particulars Less than 6 months 1 year - 2 2 year - 3 More than
Not due Total
6 months - 1 year year year 3 years
Undisputed trade receivables- 575.95 280.87 89.74 19.07 0.21 17.63 983.47
considered good
Undisputed trade receivables- - - - - - - -
which have significant increase in
credit risk
Undisputed trade receivables- - 4.44 7.06 11.50
credit impaired
Disputed trade receivables- - - - - - - -
considered good
Disputed trade receivables- which - - - - - - -
have significant increase in credit
risk
Disputed trade receivables- credit - - - - - - -
impaired
Gross trade receivables - - - - - - 994.97
Less: Expected credit loss - - - - - - (43.22)
allowance
Trade receivables - billed - - - - - - 951.75
Unbilled trade receivables 154.47 - - - - - 154.47
Trade receivables - billed and - - - - - - 1,106.22
unbilled

Annual Report 2022-23 85

Notes Forming Part of the Consolidated Financial Statement

Trade receivable ageing schedule as on March 31, 2022

(Amount in ` Crore)

Outstanding for following periods from due date of payment

Particulars Less than 6 months 1 year - 2 2 year - 3 More than
Not due Total
6 months - 1 year year year 3 years
Undisputed trade receivables- 375.61 270.33 12.04 13.20 8.79 12.39 692.36
considered good
Undisputed trade receivables- which - - - - - - -
have significant increase in credit risk
Undisputed trade receivables- credit - 1.57 2.87 6.73 - 11.17
impaired
Disputed trade receivables- - - - - - - -
considered good
Disputed trade receivables- which - - - - - - -
have significant increase in credit risk
Disputed trade receivables- credit - - - - - - -
impaired
Gross trade receivables - - - - - - 703.53
Less: Expected credit loss allowance - - - - - - (56.24)
Trade receivables - billed - - - - - - 647.29
Unbilled trade receivables 120.89 - - - - - 120.89
Trade receivables - billed and unbilled - - - - - - 768.18

13 Cash And Cash Equivalents

(Amount in ` Crore)

As at As at
Particulars
March 31, 2023 March 31, 2022
(a) Balances with banks:
- Current account with banks 319.70 766.88
- Deposits with maturity of less than three months 34.60 -
(b) Cheques, drafts on hand/funds in transit 28.51 1.37
(c) Cash on hand 0.01 0.01
382.82 768.26

Balances with banks in current account include ` 34.79 crore as on March 31, 2023 (` 34.15 crore as on March 31,
2022) pertaining to trusts held for specified purposes.

14 Other Bank Balances

(Amount in ` Crore)

As at As at
Particulars
March 31, 2023 March 31, 2022
(a) Earmarked balance with banks (Refer note 14(i)) 1.19 1.72
(b) Bank deposits 615.19 99.42
616.38 101.14
Notes :
(i) Earmarked balance pertain to:
- Unclaimed dividend

86
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Consolidated Financial Statement

15 Other Financial Assets

(Amount in ` Crore)

As at As at
Particulars
March 31, 2023 March 31, 2022
NON-CURRENT
(Unsecured unless otherwise stated)
(a) Deposits pledged/lien with banks 0.06 0.06
(b) Security deposits 12.61 10.69
(c) Net investment in sub lease (Refer note 4) 31.03 33.47
43.70 44.22
CURRENT
(Unsecured unless otherwise stated)
(a) Interest accrued on deposits and investments 5.65 0.60
(b) Bills of Exchange 1.79 6.14
(c) Receivable from related parties for reimbursement of expenses (Refer Note 1.42 1.35
38(b))
(d) Research and Development Expenditure Credit receivable 30.19 16.38
(e) SEIS licenses receivable - 4.78
(f) Security deposits 0.24 0.23
(g) Net investment in sub lease (Refer note 4) 3.48 1.09
(h) Others (Refer note (i) below) 31.66 2.21
74.43 32.78
Note:
(i) Other financial asset includes receivable for expenses incurred in relation to Initial Public Offering (“IPO”) that
will be recovered by the Company from the selling shareholders upon successful completion of IPO. (Refer
note 42(b))

The movement in the net investment in sublease asset during the year ended March 31, 2023 and March 31, 2022
is as follows :

(Amount in ` Crore)

As at As at
March 31, 2023 March 31, 2022
Opening balance 34.56 -
Additions - 34.35
Interest income accrued during the year 1.59 0.21
Lease receipts (2.12) -
Translation difference 0.48 -
Closing balance 34.51 34.56

Annual Report 2022-23 87

Notes Forming Part of the Consolidated Financial Statement

The table below provides details regarding the contractual maturities of Net investment in sub lease, including
estimated interest receipts as at March 31, 2023 and March 31, 2022:

Net investment in sub lease - Maturity Analysis as on March 31, 2023

(Amount in ` Crore)

Due in 1st Due in 2nd Due in 3rd Due after

Particulars Total
Year Year to 5th Year 5th Year
(a) Net Investment in sub lease 4.70 4.70 11.48 19.47 40.35

Net investment in sub lease - Maturity Analysis as on March 31, 2022

(Amount in ` Crore)

Due in 1st Due in 2nd Due in 3rd Due after

Particulars Total
Year Year to 5th Year 5th Year
(a) Net Investment in sub lease 2.37 4.59 11.99 22.88 41.83

Reconciliation between maturity analysis and the carrying value

(Amount in ` Crore)

As at As at
Particulars
March 31, 2023 March 31, 2022
As per maturity analysis 40.35 41.83
(Less) Unearned interest income (5.84) (7.27)
Carrying value 34.51 34.56

16 Equity Share Capital

(Amount in ` Crore)

As at As at
Particulars
March 31, 2023 March 31, 2022
(a) Authorised :
(i) 1,75,00,00,000 equity shares of ` 2/- each 350.00 60.00
(as at March 31, 2022: 60,000,000 equity shares of ` 10/- each)
(ii) 700,000 0.01% Cumulative Non-participative Compulsorily convertible 0.70 0.70
Preference Shares of ` 10/- each
(as at March 31, 2022: 700,000 0.01% Cumulative Non-participative
Compulsorily convertible Preference Shares of ` 10/- each)
Total 350.70 60.70
(b) Issued,Subscribed and Fully paid up capital:
405,668,530 equity shares of ` 2/- each (41,806,975 equity shares of ` 10/- 81.13 41.81
each as at March 31, 2022)
Issued and subscribed share capital 81.13 41.81

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.

88
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Consolidated Financial Statement

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 (refer note 19 and refer note 21).

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 alloted 162,267,412 weighted average number of equity shares of ` 2 each effective
January 16, 2023.

Post sub division of the existing authorised share capital of the company, the Board of Directors at its meeting
held on December 12, 2022 had approved the bonus issue of one new equity share for every one share held on
record date, which was approved by the shareholders by means of an ordinary resolution through a postal ballot
dated January 14, 2023. The record date for the bonus issue is January 16, 2023. The sum of ` 40.56 crore by
capitalisation of profits transferred from security premium amounting to ` 13.13 crore and capital redemption
reserve amounting to ` 1.25 crore and general reserve amounting to ` 26.18 crore. The company had allotted
202,834,265 weighted average number of equity shares of ` 2 each by way of bonus issue to its shareholders
in ratio of 1:1 effective January 16, 2023.

The company had allotted bonus shares of 151,503,000 equity shares to Tata Motors Limited (Promoter and
Parent company), 4,059,960 equity shares to Tata Motors Finance Limited (Fellow Subsidiary), 7,361,250 equity
shares to Tata Capital Growth fund I (Associate of Group company) and 14,722,505 equity shares to Alpha TC
Holdings Pte Ltd. (Associate of Group company)

(c) The movement of number of shares and share capital

Particulars No of shares Amount in ` Crore

Equity shares
Number of shares as at April 1, 2021 41,806,975 41.81
Add: Shares issued under ESOP scheme - -
Number of shares as at March 31, 2022 41,806,975 41.81
Number of shares as at April 1, 2022 41,806,975 41.81
Less:Shares extinguished on buy-back (1,240,122) (1.24)
Number of shares before split and bonus 40,566,853 40.57

Annual Report 2022-23 89

Notes Forming Part of the Consolidated Financial Statement

Particulars No of shares Amount in ` Crore

Number of shares after split * 202,834,265 40.57
Add: Shares issued on account of bonus 202,834,265 40.56
Number of shares as at March 31, 2023 405,668,530 81.13
* Number of shares have been sub divided into 5 shares of ` 2 each during the year.

(d) Rights, preferences and restrictions attached to shares :

(i) Ordinary Shares
The Company has only one class of shares having par value of ` 2/- per share. Each holder of equity
share is entitled to one vote per share and in the event of liquidation, has rights proportionate to their
shareholdings over the residual assets after paying out all the liabilities.

(e) Shares in the Company held by each shareholder holding more than 5% shares (including shares held
by the Holding Company, it’s subsidiaries and associates)

As at March 31, 2023 As at March 31, 2022

Particulars
No. of Shares % Holding No. of Shares % Holding
Equity Shares
(a) Tata Motors Limited (Parent Company) 303,006,000 74.69% 30,300,600 72.48%
(b) Alpha TC Holdings Pte Ltd. 29,445,010 7.26% 3,746,505 8.96%
332,451,010 81.95% 34,047,105 81.44%

(f) Shares in the Company held by promoter

Disclosure of shareholding of promoters as on March 31, 2023 is as follows:

As at March 31, 2023 As at March 31, 2022 % change

Name of promoter during the
No. of Shares % Holding No. of Shares % Holding year
Tata Motors Limited 303,006,000 74.69% 30,300,600 72.48% 2.22%

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

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

(b) Equity shares issued as 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 ` 13.13 crore and capital redemption reserve amounting to ` 1.25
crore and general reserve amounting to ` 26.18 crore, pursuant to an ordinary resolution passed after
taking the consent of shareholders through postal ballot.

(c) Equity shares extinguished on buy-back

296,164 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.

90
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Consolidated Financial Statement

(h) Shares reserved for issue under options:

Information relating to the Group’s share based payment plans, including details of options issued, exercised
and lapsed during the financial year and options outstanding at the end of the year, is set out in note 35.

17 (a) Other Equity:

(Amount in ` Crore)

As at As at
March 31, 2023 March 31, 2022
Securities Premium 10.07 23.22
Capital Redemption Reserve 1.24 1.25
General reserve 58.97 85.15
Legal reserve 1.05 1.05
Surplus Reserve 1.59 1.59
Retained earnings 2,530.95 1,916.66
Special Economic Zone Reinvestment Reserve - -
Share options outstanding account 1.73 -
Items of other comprehensive income 302.72 209.42
2,908.32 2,238.34

17 (b) Movement in other equity

(Amount in ` Crore)

As at As at
March 31, 2023 March 31, 2022
Securities premium
Balance as at the beginning of the year 23.22 269.14
Less: Expenditure incurred on buy back of equity shares (0.02) (0.13)
Less: Liability towards buy back of equity shares (refer note 16 & 19) - (245.79)
Add: Buy-back of equity shares (adjusted with paid up equity share capital) 1.24 -
Less: Issue of bonus shares (13.13) -
Less: Transfer to Capital Redemption Reserve (1.24) -
Balance as at the end of the year 10.07 23.22
Capital redemption reserve
Balance at the beginning of the year 1.25 1.25
Add : Transferred from Securities Premium Reserve 1.24 -
Less: Issue of bonus shares (1.25) -
Balance as at the end of the year 1.24 1.25
General reserve
Balance as at the beginning of the year 85.15 135.26
Less:Tax liability towards buyback of equity shares (refer note 16 & 21) - (50.11)
Less: Issue of bonus shares (26.18) -
Balance as at the end of the year 58.97 85.15
Legal reserve
Balance as at the beginning of the year 1.05 1.05
Add : Transferred from Retained earnings - -
Balance as at the end of the year 1.05 1.05

Annual Report 2022-23 91

Notes Forming Part of the Consolidated Financial Statement

(Amount in ` Crore)

As at As at
March 31, 2023 March 31, 2022
Surplus reserve
Balance as at the beginning of the year 1.59 1.59
Add : Transferred from Retained earnings - -
Balance as at the end of the year 1.59 1.59
Special Economic Zone Reinvestment Reserve
Balance as at the beginning of the year - -
Add : Transferred from Retained earnings 22.19 19.34
Less : Transferred to Retained earnings (22.19) (19.34)
Balance as at the end of the year - -
Retained earnings
Balance as at the beginning of the year 1,916.66 1,489.19
Add: Profit for the year 624.03 436.97
Less:Remeasurement of post employment benefits obligations (net of tax effect) (9.74) (9.50)
Less: Transferred to Special Economic Zone Reinvestment Reserve (22.19) (19.34)
Add: Transferred from Special Economic Zone Reinvestment Reserve 22.19 19.34
Balance as at the end of the year 2,530.95 1,916.66
Share options oustanding account
Balance as at the beginning of the year - -
Add: Employee stock compensation expense (refer note 25) 1.73 -
Balance as at the end of the year 1.73 -
Other Components of Equity:
Balance as at the beginning of the year 209.42 202.88
Add: Exchange differences on translation of foreign operations 93.30 6.54
Balance as at the end of the year 302.72 209.42

Notes:
(i) Securities premium account
Securities premium reserve 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) 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.

(iii) 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.

(iv) Legal reserve

The Company has created this reserve based on the local requirements of the Romanian Law. Since the
Company has reached maximum amount that can be transferred as required by the Law, there are no further
transfers from FY 2020-21.

92
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Consolidated Financial Statement

(v) Surplus reserve

The Company has created this reserve based on the local requirements of the Chinese Law. The Company
has transferred 50% of the paid up capital from profit for the year as required by the Law, there are no further
transfers from FY 2020-21.

(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.

(viii) 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.

18 Trade Payables
(Amount in ` Crore)

As at As at
Particulars
March 31, 2023 March 31, 2022
CURRENT
Trade payables
(a) Total outstanding dues of micro enterprises and small enterprises* 107.17 17.22
(b) Total outstanding dues of creditors other than micro enterprises and small 550.64 319.41
enterprises
Total 657.81 336.63
* Note:
The information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been
determined to the extent such parties have been identified on the basis of information available with the Company.

(Amount in ` Crore)

As at As at
Particulars
March 31, 2023 March 31, 2022
(a) Principal amount and the interest due and remaining unpaid 107.17 17.22
(b) Principal amount paid after appointed date during the year 0.42 0.73
(c) Interest remaining due and payable for earlier years 0.09 0.09
(d) Amount of interest paid, other than under Section 16 of MSMED Act, to - -
suppliers registered under the MSMED Act, beyond the appointed date
during the year
(e) Amount of interest accrued and unpaid 0.09 0.09

Annual Report 2022-23 93

Notes Forming Part of the Consolidated Financial Statement

Trade payable ageing schedule as on March 31, 2023

(Amount in ` Crore)

Outstanding for following periods from due date of payment

Particulars Less than 1 More than 3
Not Due 1 year - 2 year 2 year- 3 year Total
year years
MSME 107.12 0.05 - - - 107.17
Others 271.76 6.59 2.61 0.64 2.18 283.78
Disputed dues MSME - - - - - -
Disputed dues Others - - - - - -
378.88 6.64 2.61 0.64 2.18 390.95
Accurred expenses 266.86
Total 657.81

Trade payable ageing schedule as on March 31, 2022

(Amount in ` Crore)

Outstanding for following periods from due date of payment

Particulars Less than 1 More than 3
Not Due 1 year - 2 year 2 year- 3 year Total
year years
MSME 17.04 0.18 - - - 17.22
Others 109.94 19.00 0.56 0.07 2.74 132.31
Disputed dues MSME - - - - - -
Disputed dues Others - - - - - -
126.98 19.18 0.56 0.07 2.74 149.53
Accurred expenses 187.10
Total 336.63

19 Other Financial Liabilities

(Amount in ` Crore)

As at As at
Particulars
March 31, 2023 March 31, 2022
NON-CURRENT
(a) Dues payable to employees 0.54 0.35
Total 0.54 0.35
CURRENT
(a) Unpaid dividends 1.19 1.71
(b) Dues payable to employees 0.03 0.37
(c) Capital creditors 2.97 7.99
(d) Fair value of foreign exchange derivative liabilities 0.38 -
(e) Liability towards buy-back of equity shares (Refer note 16) - 245.79
Total 4.57 255.86

94
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Consolidated Financial Statement

20 Provisions
(Amount in ` Crore)

As at As at
Particulars
March 31, 2023 March 31, 2022
NON CURRENT
(a) Provision for Employee Benefits 23.33 18.65
Total 23.33 18.65
CURRENT
(a) Provision for Employee Benefits 33.91 30.69
Total 33.91 30.69

21 Other Liabilities
(Amount in ` Crore)

As at As at
Particulars
March 31, 2023 March 31, 2022
CURRENT
(a) Unearned Revenue 187.41 153.32
(b) Statutory remittances (withholding taxes, Provident Fund ,GST etc.) 74.40 57.62
(c) Advance and progress payments 913.07 751.60
(d) Tax liablity towards buy back of equity shares (Refer note 16) - 50.11
Total 1,174.88 1,012.65

22 Revenue From Operations

(Amount in ` Crore)

For the year ended For the year ended

Particulars
March 31, 2023 March 31, 2022
(a) Sale of services 3,535.22 2,654.84
(b) Sale of technology solutions (Refer note (i) below) 877.37 873.61
(c) Other operating revenues 1.59 1.12
4,414.18 3,529.57
Note:
(i) Technology Solutions includes group’s revenue from academia upskilling and reskilling solutions and value
added reselling of software applications and solutions.(Refer Note 33)
22 (i) Revenue disaggregation by Vertical Buisness Units is as follows:
(Amount in ` Crore)

For the year ended For the year ended

Particulars
March 31, 2023 March 31, 2022
(a) Service Segment 3,531.16 2,651.35
(b) Technology Solutions Segment (Refer note (i) below) 883.02 878.22
4,414.18 3,529.57
Note:
(i) Technology solution segment includes revenue from services pertaining to product business amounting to
` 4.06 crore (March 31, 2022: ` 3.49 crore).

Annual Report 2022-23 95

Notes Forming Part of the Consolidated Financial Statement

22 (ii) Revenue disaggregation by geography is as follows:

(Amount in ` Crore)

For the year ended For the year ended

Particulars
March 31, 2023 March 31, 2022
(a) India 1,313.83 1,143.54
(b) UK 868.74 711.96
(c) North America 946.54 792.16
(d) Rest of Europe 138.88 147.06
(e) Rest of the world
- Vietnam 958.29 491.22
- Others 187.90 243.63
4,414.18 3,529.57

Geographical information is based on the location of the specific customer site, irrespective of the location of
the headquarters of the customer or the location of the Delivery Centre where the work is performed.

22 (iii) Changes in Contract Assets are as follows:

(Amount in ` Crore)

For the year ended For the year ended

March 31, 2023 March 31, 2022
Balance at the beginning of the year 501.88 47.74
Revenue recognised during the year 1,956.14 1,464.30
Invoices raised during the year (1,739.82) (1,010.16)
Balance at the end of the year 718.20 501.88

22 (iv) Changes in unearned, deferred revenue and advances from customers are as follows:
(Amount in ` Crore)

For the year ended For the year ended

March 31, 2023 March 31, 2022
Balance at the beginning of the year 904.92 747.08
Revenue recognised that was included in the unearned and deferred revenue (491.08) (81.73)
balance and Advance from customers at the beginning of the year
Increase due to invoicing during the year, excluding amounts recognised as 686.64 239.57
revenue during the year and increase in advances received during the year
Balance at the end of the year 1,100.48 904.92

22 (v) Reconciliation of revenue recognised with the contracted price is as follows:

(Amount in ` Crore)

For the year ended For the year ended

March 31, 2023 March 31, 2022
Contracted price 4,417.60 3,535.86
Reduction towards variable consideration components (3.42) (6.29)
Revenue from operations 4,414.18 3,529.57

The reduction towards variable consideration comprise of service level credits, upfront discount, etc.

96
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Consolidated Financial Statement

22 (vi) The aggregate value of transaction price allocated to unsatisfied (or partially satisfied) performance obligations
is ` 1,420.43 crore (March 31, 2022: ` 1,552.14 crore) and is expected to be recognised as revenue in the
next year.

23 Other Income (Net)

(Amount in ` Crore)

For the year ended For the year ended

March 31, 2023 March 31, 2022
(a) Interest Income
Interest income earned on financial assets that are not designated as at fair
value through profit and loss
(i) Interest income-others 39.89 39.28
(ii) Interest income on debentures - 0.25
(iii) Interest income on net investment in sub lease 1.59 0.21
(b) Other gains and losses
(i) Change in fair value of investments measured at FVTPL (net) 0.02 0.20
(ii) Change in fair value of derivatives measured at FVTPL (net) (0.38) -
(c) Other non-operating income
(i) Research and Development Expenditure Credit 32.72 6.51
(ii) Foreign currency gain/ (loss) (Net) 5.94 2.53
(iii) Other non-operating income 5.52 3.30
(iv) Profit/(loss) on sale of investments measured at FVTPL (net) 0.65 (3.87)
(v) Lease income (Refer note (i) below) 1.79 0.39
87.74 48.80
Note:
(i) Maturity analysis of undiscounted lease payments to be received under opearting lease
(Amount in ` Crore)

For the year ended For the year ended

March 31, 2023 March 31, 2022
Due in 1st Year 1.74 1.56
Due in 2nd Year - 1.30
Due in 3rd to 5th Year - -
Due after 5th Year - -
1.74 2.86

24 Purchase of Technology Solutions

(Amount in ` Crore)

For the year ended For the year ended

March 31, 2023 March 31, 2022
(a) Purchase of technology solutions 682.48 688.54
682.48 688.54
Note:
(i) Technology solutions include purchase of information technology equipment, software and other products
for academia upskilling and reskilling solutions and purchase of third party software licenses for value added
reselling of software applications and solutions (Refer note 33)

Annual Report 2022-23 97

Notes Forming Part of the Consolidated Financial Statement

25 Employee Benefits Expense

(Amount in ` Crore)

For the year ended For the year ended

Particulars
March 31, 2023 March 31, 2022
(a) Salaries and wages (Refer note (i) below) 1,785.96 1,410.04
(b) Contribution to Provident and other funds 107.64 82.49
(c) Share-based payments to employees (Refer note 35) 1.73 -
(d) Staff welfare Expenses 34.13 20.17
1,929.46 1,512.70
Note:
(i) Salaries and wages
Salaries and wages for the year ended March 31, 2023 are netted off with the government grant amounting to ` Nil crore (March
31, 2022: ` 2.57 crore).

26 Finance Costs
(Amount in ` Crore)

For the year ended For the year ended

Particulars
March 31, 2023 March 31, 2022
(a) Interest 3.89 7.28
(b) Interest on lease liabilities 14.09 14.62
17.98 21.90

27 Depreciation and Amortisation Expense

(Amount in ` Crore)

For the year ended For the year ended

Particulars
March 31, 2023 March 31, 2022
(a) Depreciation on Property, Plant and Equipment 38.48 29.40
(b) Depreciation on Right of use asset 37.59 35.58
(c) Amortisation of Other Intangible assets 18.48 20.73
94.55 85.71

98
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Consolidated Financial Statement

28 Other Expenses
(Amount in ` Crore)

For the year ended For the year ended

Particulars
March 31, 2023 March 31, 2022
(a) Rent (refer note 29 (c)) 7.70 7.89
(b) Repairs & maintenance 15.79 12.84
(c) Office expenses 40.29 34.16
(d) Travelling & conveyance 77.27 29.21
(e) Power, fuel and water charges 11.17 7.39
(f) Auditors remuneration
Remunerations paid to the auditors of holding Company (refer note 29 (a)) 1.67 1.22
Remunerations paid to other auditors 1.81 1.50
(g) Staff recruitment, training and seminar expenses 27.14 16.98
(h) Software and AMC charges 160.29 109.99
(i) Professional fees 36.42 20.36
(j) Communication expenses 15.33 14.92
(k) Bad Debts written off 11.27 -
(l) Allowances for expected credit loss (net) (13.84) (3.31)
(m) Corporate social responsibility expenses (refer note 29 (b)) 5.55 5.48
(n) Miscellaneous expenses 13.78 24.26
411.64 282.89

29 (a) Payment to auditors of holding Company

(Amount in ` Crore)

For the year ended For the year ended

Particulars
March 31, 2023 March 31, 2022
For Holding Company
i) For statutory audit, including quarterly audits 0.53 0.48
ii) For Tax audit 0.07 0.06
iii) For other attest services 0.13 0.02
iv) Reimbursement of out-of-pocket expenses 0.02 0.01
Sub-Total 0.75 0.57
For Subsidiaries & Joint venture
i) For services as auditors, including quarterly audits 0.91 0.63
ii) Reimbursement of out-of-pocket expenses 0.01 0.02
Sub-Total 0.92 0.65
Total 1.67 1.22

The above audit fees excludes ` 1.64 crore towards fees paid/ payable to the auditors on account of initial public
offering of equity shares as these expenses would be recovered from selling shareholders.

Annual Report 2022-23 99

Notes Forming Part of the Consolidated Financial Statement

29 (b) Corporate social responsibility expenditure

(Amount in ` Crore)

For the year ended For the year ended

Particulars
March 31, 2023 March 31, 2022
1 Amount required to be spent by company during the year 5.50 5.31
2 Amount spent during the year on
(a) Construction/ acquisition of any asset - -
(b) On purposes other than (a) above 5.55 4.48
3 Shortfall at the end of the year - 0.83
4 Total previous year shortfall - -
5 Reasons of shortfall Not Applicable Pertains to ongoing
projects
6 Nature of CSR activities STEM (Science STEM (Science
Technology Technology
Engineering Engineering
Mathematics) Mathematics)
Education program, Education program,
Employability Employability
enchancement enchancement
program and program,
Women Women
empowerment empowerment
program program,
Intergrated rural
development,
Disaster relief
program
Total 5.55 4.48

Movement in provision for corporate social responsibility expenditure

(Amount in ` Crore)

For the year ended For the year ended

March 31, 2023 March 31, 2022
Opening balance of the provision 1.00 -
(Add) Addition during the year - 1.00
(Less) Utilised during the year (1.00) -
Closing balance of the provision - 1.00

The Company has not entered into related party transaction for corporate social expenditure for the year ended
March 31, 2023 and March 31, 2022

29 (c) Rent
(Amount in ` Crore)

For the year ended For the year ended

Particulars
March 31, 2023 March 31, 2022
(a) Expense related to short term leases 5.24 1.20
(b) Expense related to low value asset, excluding short term lease of low value 2.46 6.69
assets
7.70 7.89

100
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Consolidated Financial Statement

30 Income tax expense

This note provides an analysis of the Group’s income tax expense, shows amounts that are recognised directly
in equity and how the tax expense is affected by non- assessable and non-deductible items. It also explains
significant estimates made in relation to Group’s tax positions

(Amount in ` Crore)

For the year ended For the year ended

(i) Particulars
March 31, 2023 March 31, 2022
Income tax expense
Current tax on profits for the year 261.16 158.67
Total current tax expense 261.16 158.67
Deferred tax
Decrease / (increase) in deferred tax assets (94.20) (5.90)
(Decrease) / increase in deferred tax liabilities 5.16 (2.91)
Total deferred tax (benefit) (89.04) (8.81)
Income tax expense 172.12 149.86

The company has benefited from certain tax incentives that the Government of India has provided to the units
registered under the Special Economic Zones Act 2005 (SEZ). SEZ units which began the provision of services
on or after April 1, 2005 are eligible for a deduction of 100 percent of profits or gains derived from the export of
services for the first five years from the financial year in which the unit commenced the provision of services and
50 percent of such profits or gains for further five years. Up to 50% of such profits or gains are also available for
deduction for five years subject to certain conditions.

The Government of India, on September 20, 2019, vide the Taxation Laws (Amendment) Act 2019, inserted a new
Section 115BAA in the Income Tax Act, 1961, which provides an option to the Company to pay income taxes at
reduced tax rates as per the provisions/ conditions defined in the said section. The Company had evaluated both
options and has decided to continue with the existing tax regime to avail the benefits of 10AA

(ii) Reconciliation of tax expense and the accounting profit:

(Amount in ` Crore)

For the year ended For the year ended

Particulars
March 31, 2023 March 31, 2022
Profit before taxes 796.15 586.83
Income tax expense at tax rates applicable to individual entities 205.73 159.41
Utilization/credit of unrecognised tax losses, unabsorbed depreciation and other - 5.25
tax benefits
Income taxed at higher/(lower) rates (31.37) (37.58)
Effect of Base erosion anti-abuse tax (BEAT) - 15.60
Effect of non deductible expenses 6.24 4.24
Others (8.48) 2.94
Total tax expense 172.12 149.86

Annual Report 2022-23 101

Notes Forming Part of the Consolidated Financial Statement

(iii) Amounts recognised in OCI

(Amount in ` Crore)

For the year ended For the year ended

Particulars
March 31, 2023 March 31, 2022
Income tax relating to items that will not be reclassified to profit and loss 5.24 5.10
Total 5.24 5.10

(iv) Tax losses

(Amount in ` Crore)

For the year ended For the year ended

Particulars
March 31, 2023 March 31, 2022
Unused capital losses on which no deferred tax asset has been recognised 1.26 2.58
Potential tax benefit @23.296% ( @ 23.296% for March 31, 2022) 0.29 0.60

Capital losses pertain to A.Y. 2015 - 2016 ` 1.26 crore (A.Y. 2014 - 2015 ` 1.32 crore & A.Y. 2015 - 2016 ` 1.26 crore for
March 31, 2022). 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.

31 Earning per Share

(Amount in ` Crore)

For the year ended For the year ended

Particulars
March 31, 2023 March 31, 2022
Earnings Per Share
(a) Profit attributable to equity shareholders ` Crore 624.03 436.97
(b) The weighted average number of Ordinary equity shares Nos. 405,736,482 405,736,482
outstanding during the year (Refer note (i) below)
(c) The nominal value per Ordinary Share ` 2.00 2.00
(d) Earnings Per Share (Basic) ` 15.38 10.77
(e) Profit attributable to equity shareholders ` Crore 624.03 436.97
(f) The weighted average number of Ordinary equity shares Nos. 405,736,482 405,736,482
outstanding during the year (Refer note (i) below)
(g) Add: Adjustment for Employee Stock Options Nos. 159,148 -
(h) The weighted average number of Ordinary outstanding for diluted Nos. 405,895,630 405,736,482
EPS
(i) Earnings Per Shares (Diluted) ` 15.37 10.77
Note:
(i) Share splits and bonus issue
The basic and diluted earning per share for the current year and previous year presented have been calculated/
restated after considering the share splits and bonus issue and appropriate adjustments to oustanding
options granted to employees under the ESOP scheme. (Refer note 16)

102
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Consolidated Financial Statement

32 (a) Contingent Liabilities

(Amount in ` Crore)

As at As at
Particulars
March 31, 2023 March 31, 2022
(a) Bonus related to retrospective period (Refer note (i)) 7.82 7.82
(b) Income Tax demands disputed in appeals (Refer note (ii)) 3.46 4.59
(c) Sales Tax demands disputed in appeals - 0.02
(d) Service Tax demands disputed in appeals (Refer note (iii) and (iv)) 17.65 23.55

Notes:
(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 crores,
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) Pertains to disputes in relation to service tax on reverse charge mechanism amounting to ` Nil crore (March 31,
2022: ` 1.49 crore) for Financials Years 2006-07 and 2007-08. Considering the merit of the case, confirmation
of demand is likely to be remote, hence contingent liability has been disclosed to the tune of ` Nil crore (March
31, 2022: ` 6.67 crore) consisting of demand of ` Nil crore (March 31, 2022: ` 1.49 crore) crores and interest
and penalty of ` Nil crore. (March 31, 2022:` 5.18 crore)

(iv) Service Tax Department had raised demand amounting to ` 5.11 crore (for the period April 08 to September 08
- ` 1.57 crores and for the period October 08 to September 09 - ` 3.54 crores) 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 ` 17.65 crore (March 31, 2022: ` 16.88 crore) consisting
of demand of ` 5.11 crores and interest and penalty of ` 12.54 crores (March 31, 2022: ` 11.77 crore).

(v) 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.

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

32 (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 taken effect on a prospective basis, from the date of the SC order.

Annual Report 2022-23 103

Notes Forming Part of the Consolidated Financial Statement

33 Segment Reporting
IndAS 108 establishes standards for the way that business enterprises report information about operating segments
and related disclosures about products and services, geographic areas, and major customers.

The chief operating decision maker (“CODM”) reviews the performance of the Group on the basis of its Vertical
business units. Accordingly, the Group’s reportable segments are its vertical business units of “Services” and
“Technology Solutions. The Group’s chief operating decision maker are the Board of Directors of the company.

The service segment include providing outsourced engineering and designing services and digital transformation
services to global manufacturing clients and technology solution segment contains academia upskilling and
reskilling solutions and value added reselling of software applications and solutions.

Assets and liabilities used in the Group’s business are not identified to any of the reportable segments, as these
are used interchangeably between segments and are not used by the CODM to allocate resources or review
performance of the operating segments. The cost incurred during the year to acquire Segment fixed assets,
Depreciation/Amortisation and non-cash expenses are not attributable to any reportable segment.

Vertical Business Units Segments

Year ended March 31, 2023 & March 31, 2022

(Amount in ` Crore)

Technology
Particulars Service Segment Total
Solutions Segment
(a) Segment Revenue
Total Segment Revenue 3,531.16 883.02 4,414.18
(2,651.35) (878.22) (3,529.57)
Inter Segment Revenue - - -
- - -
Revenue from External Customers 3,531.16 883.02 4,414.18
(2,651.35) (878.22) (3,529.57)
(b) Segment Results 1,085.21 175.67 1,260.88
(815.23) (166.99) (982.22)
Unallocated Corporate Expenses (Net) (534.49)
(422.29)
Interest/Other Income 87.74
48.80
Finance Cost (17.98)
(21.90)
Profit before Tax 796.15
(586.83)
Income Tax (261.16)
(158.67)
Deferred Tax 89.04
8.81
Profit/(Loss) after Tax 624.03
(436.97)

Revenue of ` 2,141.28 crore (March 31, 2022 ` 1,549.36 crore) are derived from three major customers. These revenue
are attributed to the Service and Technology solutions

104
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Consolidated Financial Statement

34 Employee benefit plans

34.1 Defined contribution plans
The Company’s contribution to defined contribution plan for the year ended March 31, 2023 and March 31, 2022
has been recognised in the statement of Profit and Loss as follows.
(Amount in ` Crore)

As at As at
March 31, 2023 March 31, 2022
Contribution to provident fund 33.03 23.18
Contribution to superannuation fund 6.39 3.93
39.42 27.11

34.2 Defined benefit plans

The principal assumptions used for the purposes of the actuarial valuations were as follows.

Bhavishya Kalyan Yojana (BKY)

Gratuity (Funded)
(Unfunded)
Valuation as at Valuation as at
March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022
Discount rate(s) 7.20% 7.10% 7.20% 7.10%
Expected rate(s) of salary increase 7%-10% 7%-10.50% N.A. N.A.
Medical inflation rate - - - -
Withdrawal rate:
Age
20 - 34 years 17% 18% N.A. N.A.
35 - 40 years 9% 9% N.A. N.A.
41 - 50 years 6% 5% N.A. N.A.
51 - 60 years 5% 5% N.A. N.A.

Amounts recognised in standalone statement of profit and loss in respect of these defined benefit plans are
as follows.

Year Ended Year Ended Year Ended Year Ended

March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022
Amount in ` Crore Amount in ` Crore Amount in ` Crore Amount in ` Crore
Service cost:
Current service cost 9.57 6.61 - -
Past service cost and (gain)/loss from - - - -
settlements
Net interest expense 0.70 0.06 0.15 0.15
Components of defined benefit costs 10.27 6.67 0.15 0.15
recognised in profit or loss
Remeasurement on the net defined
benefit liability:
Return on plan assets (excluding amounts 2.03 (0.18) - -
included in net interest expense)
Actuarial (gains) / losses arising from (0.20) 0.15 - -
changes in demographic assumptions.
Actuarial (gains) / losses arising from 0.61 14.06 (0.01) (0.03)
changes in financial assumptions

Annual Report 2022-23 105

Notes Forming Part of the Consolidated Financial Statement

Year Ended Year Ended Year Ended Year Ended

March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022
Amount in ` Crore Amount in ` Crore Amount in ` Crore Amount in ` Crore
Actuarial (gains) / losses arising from 13.00 0.74 (0.05) (0.05)
experience adjustments
Components of defined benefit costs 15.44 14.77 (0.06) (0.08)
recognised in other comprehensive income
Total 25.71 21.44 0.09 0.07

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

The remeasurement of the net defined benefit liability is included in other comprehensive income.

The amount included in the standalone balance sheet arising from the entity’s obligation in respect of its defined
benefit plans is as follows:

Bhavishya Kalyan Yojana (BKY)

Gratuity (Funded)
(Unfunded)
As at As at As at As at
March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022
Amount in ` Crore Amount in ` Crore Amount in ` Crore Amount in ` Crore
Present value of funded defined benefit (95.32) (76.12) (2.03) (2.16)
obligation
Fair value of plan assets 70.91 55.10 - -
Funded status (24.41) (21.02) (2.03) (2.16)
Net liability arising from defined benefit (24.41) (21.02) (2.03) (2.16)
obligation

Movements in the present value of the defined benefit obligation are as follows.
(Amount in ` Crore)

Bhavishya Kalyan Yojana (BKY)

Gratuity (Funded)
(Unfunded)
Year Ended Year Ended Year Ended Year Ended
March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022
Opening defined benefit obligation 76.12 59.41 2.16 2.31
Current service cost 9.57 6.61 0.15 0.15
Interest cost 5.09 3.80 - -
Remeasurement (gains)/losses: Actuarial (0.20) 0.15 - -
gains and losses arising from changes in
demographic assumptions
Actuarial gains and losses arising from 0.61 14.06 (0.01) (0.03)
changes in financial assumptions
Actuarial gains and losses arising from 13.00 0.74 (0.05) (0.05)
experience adjustments
Transfer to/(from) Holding Company (Net) - - - -
Others - - - -
Benefits paid (8.87) (8.65) (0.22) (0.22)
Curtailment - -
Closing defined benefit obligation 95.32 76.12 2.03 2.16

Movements in the fair value of the plan assets are as follows.

106
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Consolidated Financial Statement

(Amount in ` Crore)

Bhavishya Kalyan Yojana (BKY)

Gratuity (Funded)
(Unfunded)
Year Ended Year Ended Year Ended Year Ended
March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022
Opening fair value of plan assets 55.10 57.27 - -
Interest income 4.39 3.74 - -
Remeasurement gain (loss): Return on plan assets (2.03) 0.18 - -
(excluding amounts included in net interest expense)
Contributions from the employer 22.32 2.56 0.22 0.22
Benefits paid (8.87) (8.65) (0.22) (0.22)
Closing fair value of plan assets 70.91 55.10 - -

The major categories of plan assets as percentage of total plan assets:

Bhavishya Kalyan Yojana (BKY)

Gratuity (Funded)
(Unfunded)
Debt securities 100.00% 100.00% N/A N/A

Not Applicable (N/A)

The table below outlines the effect on the service cost, the interest cost and the defined benefit obligation in the
event of a decrease/increase of 1% in the assumed rate of discount rate, salary escalation and health care cost:
(Amount in ` Crore)

Salary Salary
Assumption Discount Rate Discount Rate
Escalation Rate Escalation Rate
Change in Assumption
Increase by 1% 8.20% Defined above 8.20% Defined above
Decrease by 1% 6.20% Defined above 6.20% Defined above
Impact on defined benefit obligation
Increase by 1% (Amount in ` Crore) (7.81) 8.43 (0.12) N.A.
Decrease by 1% (Amount in ` Crore) 9.05 (7.44) 0.14 N.A.
Impact on service cost and interest cost
Increase by 1% (Amount in ` Crore) (2.96) 3.55 0.01 N.A.
Decrease by 1% (Amount in ` Crore) 3.35 (3.07) (0.01) N.A.

Maturity profile of defined benefit obligation:

(Amount in ` Crore)

Bhavishya Kalyan Yojana (BKY)

Gratuity (Funded)
(Unfunded)
Year Ended Year Ended Year Ended Year Ended
March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022
Within 1 Year 7.36 5.88 0.27 0.27
1-2 years 7.73 5.97 0.22 0.27
2-3 years 9.53 6.80 0.22 0.22
3-4 years 9.42 8.24 0.22 0.22
4-5 years 12.48 8.29 0.22 0.22
5-10 years 81.93 55.03 0.87 0.93

Annual Report 2022-23 107

Notes Forming Part of the Consolidated Financial Statement

34.2 Defined benefit plans

The principal assumptions used for the purposes of the actuarial valuations were as follows.

Superannuation
Post Retirement Medicare Scheme
(Partly Funded)
(Unfunded)

Valuation as at Valuation as at
March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022
Discount rate(s) 7.10% 6.50% 7.30% 7.20%
Expected rate(s) of salary increase - - - -
Medical inflation rate - - 6.00% 6.00%
Withdrawal rate:
Age
20 - 34 years 17% 18% N.A. N.A.
35 - 40 years 9% 9% N.A. N.A.
41 - 50 years 6% 5% N.A. N.A.
51 - 60 years 5% 5% N.A. N.A.

Amounts recognised in standalone statement of profit and loss in respect of these defined benefit plans are
as follows.

Year Ended Year Ended Year Ended Year Ended

March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022
Amount in ` Crore Amount in ` Crore Amount in ` Crore Amount in ` Crore
Service cost:
Current service cost 0.05 0.06 - -
Past service cost and (gain)/loss from - - - -
settlements
Net interest expense - - 0.17 0.18
Components of defined benefit costs 0.05 0.06 0.17 0.18
recognised in profit or loss
Remeasurement on the net defined
benefit liability:
Return on plan assets (excluding amounts 0.06 (0.23) - -
included in net interest expense)
Actuarial (gains) / losses arising from - - - -
changes in demographic assumptions.
Actuarial (gains) / losses arising from - (0.04) (0.31) 0.02
changes in financial assumptions
Actuarial (gains) / losses arising from (0.08) 0.02 (0.09) (0.11)
experience adjustments
Others 0.02 0.26
Components of defined benefit costs - 0.01 (0.40) (0.09)
recognised in other comprehensive income
Total 0.05 0.07 (0.23) 0.09

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

The remeasurement of the net defined benefit liability is included in other comprehensive income.

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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Consolidated Financial Statement

The amount included in the standalone balance sheet arising from the entity’s obligation in respect of its defined
benefit plans is as follows:

Superannuation Post Retirement Medicare Scheme

(Partly Funded) (Unfunded)
As at As at As at As at
March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022
Amount in ` Crore Amount in ` Crore Amount in ` Crore Amount in ` Crore
Present value of funded defined benefit (2.36) (2.88) (1.91) (2.51)
obligation
Fair value of plan assets 2.72 3.23 - -
Effect of asset ceiling (0.36) (0.35) - -
Net liability arising from defined benefit - - (1.91) (2.51)
obligation

Movements in the present value of the defined benefit obligation are as follows.

(Amount in ` Crore)

Superannuation Post Retirement Medicare Scheme

(Partly Funded) (Unfunded)
Year Ended Year Ended Year Ended Year Ended
March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022
Opening defined benefit obligation 2.88 2.68 2.51 2.76
Current service cost 0.05 0.06 - -
Interest cost 0.17 0.16 0.17 0.18
Remeasurement (gains)/losses: Actuarial - - - -
gains and losses arising from changes in
demographic assumptions
Actuarial gains and losses arising from - (0.04) (0.31) 0.02
changes in financial assumptions
Actuarial gains and losses arising from (0.08) 0.02 (0.09) (0.11)
experience adjustments
Transfer to/(from) Holding Company (Net) - - - -
Others - - - -
Benefits paid (0.66) - (0.37) (0.34)
Curtailment - -
Closing defined benefit obligation 2.36 2.88 1.91 2.51

Movements in the fair value of the plan assets are as follows.

Annual Report 2022-23 109

Notes Forming Part of the Consolidated Financial Statement

(Amount in ` Crore)

Post Retirement Medicare

Superannuation
Scheme
(Partly Funded)
(Unfunded)
Year Ended Year Ended Year Ended Year Ended
March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022
Opening fair value of plan assets 3.23 2.77 -
Interest income 0.16 0.17
Remeasurement gain (loss): Return on plan assets (0.06) 0.23
(excluding amounts included in net interest expense)
Contributions from the employer 0.05 0.06 0.37 0.34
Benefits paid (0.66) - (0.37) (0.34)
Closing fair value of plan assets 2.72 3.23 - -

The major categories of plan assets as percentage of total plan assets:

Post Retirement Medicare

Superannuation
Scheme
(Partly Funded)
(Unfunded)
Debt securities 100.00% 100.00% N/A N/A

Not Applicable (N/A)

The table below outlines the effect on the service cost, the interest cost and the defined benefit obligation in the
event of a decrease/increase of 1% in the assumed rate of discount rate, salary escalation and health care cost:

Salary Salary
Assumption Discount Rate Discount Rate
Escalation Rate Escalation Rate
Change in Assumption
Increase by 1% 8.10% Defined above 8.30% 7.00%
Decrease by 1% 6.10% Defined above 6.30% 5.00%
Impact on defined benefit obligation
Increase by 1% (Amount in ` Crore) - N.A. (0.07) 0.07
Decrease by 1% (Amount in ` Crore) - N.A. 0.07 (0.07)
Impact on service cost and interest cost
Increase by 1% (Amount in ` Crore) - N.A. 0.01 -
Decrease by 1% (Amount in ` Crore) - N.A. (0.01) -

Maturity profile of defined benefit obligation:

(Amount in ` Crore)

Superannuation Post Retirement Medicare

(Partly Funded) Scheme (Unfunded)
Year Ended Year Ended Year Ended Year Ended
March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022
Within 1 Year 0.14 0.15 0.26 0.31
1-2 years - 0.09 0.24 0.30
2-3 years - - 0.23 0.28
3-4 years - - 0.21 0.27
4-5 years 0.05 - 0.20 0.25
5-10 years 0.08 0.10 0.64 0.89

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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Consolidated Financial Statement

34.3 Long term compensated absences:

The principal assumptions used for the purposes of the actuarial valuations were as follows:

Compensated Absence-Domestic Compensated Absence-Foreign plans

Plans (Unfunded) (Unfunded)
Valuation as at Valuation as at
March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022
Discount rate(s) 7.20% 7.10% 3.76% 0.47%
Expected rate(s) of salary increase 7%-10% 7%-10.5% 3.50% 3.30%
Medical inflation rate - - - -
Withdrawal rate:
Age
20 - 34 years 17% 18%
35 - 40 years 9% 9%
16% 14%
41 - 50 years 6% 5%
51 - 60 years 5% 5%

Amounts recognised in consolidated statement of profit and loss in respect of these long term compensated
absences are as follows:

Year Ended Year Ended Year Ended Year Ended

March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022
Amount in ` Crore Amount in ` Crore Amount in ` Crore Amount in ` Crore
Service cost:
Current service cost 2.90 3.48 1.25 1.53
Actuarial (gains) / losses (net) 6.94 4.71 2.80 3.16
Net interest expense 0.97 0.68 0.01 0.02
Total 10.81 8.87 4.06 4.71

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

The amount included in the standalone balance sheet arising from the entity’s obligation in respect of its long
term compensated absences is as follows:

Compensated Absence-Domestic Compensated Absence-Foreign plans

Plans (Unfunded) (Unfunded)
as at as at
March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022
Amount in ` crore Amount in ` crore Amount in ` crore Amount in ` crore
Present value of obligation (21.88) (16.34) (2.67) (2.95)
Net liability arising from long term (21.88) (16.34) (2.67) (2.95)
compensated absences

Annual Report 2022-23 111

Notes Forming Part of the Consolidated Financial Statement

Movements in the present value of the defined benefit obligation are as follows:
(Amount in ` Crore)

Compensated Absence-Domestic Compensated Absence-Foreign plans

Plans (Unfunded) (Unfunded)
Year Ended Year Ended Year Ended Year Ended
March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022
Opening defined benefit obligation 16.34 11.99 2.95 2.99
Current service cost 2.90 3.48 1.25 1.53
Interest cost 0.97 0.68 0.01 0.02
Remeasurement (gains)/losses: Actuarial 6.94 4.71 2.80 3.16
gains and losses arising from changes in
demographic assumptions
Benefits paid (5.27) (4.52) (4.34) (4.75)
Closing balance 21.88 16.34 2.67 2.95

Maturity profile of obligation:

(Amount in ` Crore)

Compensated Absence-Domestic Compensated Absence-Foreign plans

Plans (Unfunded) (Unfunded)
Year Ended Year Ended Year Ended Year Ended
March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022
Within 1 Year 2.61 1.87 2.51 2.69
1-2 years 2.83 1.91 0.56 0.57
2-3 years 3.00 1.99 0.57 0.57
3-4 years 2.99 2.01 0.54 0.52
4-5 years 3.02 1.93 0.55 0.49
5-10 years 14.81 9.35 1.38 1.74

Employee benefit plans

The plans typically expose the company to the actuarial risks such as: investments risk, interest risks, longevity
risk and salary risk

Investment risk The present value of the defined benefit plan liability (denominated in Indian Rupee) is calculated using
a discount rate which is determined by reference to market yields at the end of the reporting period on
government bonds. For other defined benefit plans, the discount rate is determined by reference to market
yields at the end of the reporting period on high quality corporate bonds when there is a deep market
for such bonds; if the return on plan asset is below this rate, it will create a plan deficit. Currently, for the
plan in India, it has a relatively balanced mix of investments in government securities, and other debt
instruments.
Interest risk A decrease in the bond interest rate will increase the plan liability; however, this will be partially offset by an
increase in the return on the plan's debt investments.
Longevity risk The present value of the defined benefit plan liability is calculated by reference to the best estimate of the
mortality of plan participants both during and after their employment. An increase in the life expectancy of
the plan participants will increase the plan's liability.
Salary risk The present value of the defined benefit plan liability is calculated by reference to the future salaries of
plan participants. As such, an increase in the salary of the plan participants will increase the plan's liability.

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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Consolidated Financial Statement

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

In respect of the plan in India and Sweden, the actuarial valuation of the plan assets and the present value of the
defined benefit obligation are carried out for March 31, 2023 and March 31, 2022 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.

34.4 The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions
by the Holding company towards Provident Fund and Gratuity. The Ministry of Labour and Employment has
released draft rules for the Code on Social Security, 2020 on November 13, 2020, and has invited suggestions from
stakeholders which are under active consideration by the Ministry. The Holding Company will assess the impact
and its evaluation once the subject rules are notified and will give appropriate impact in its financial statements
in the period in which, the Code becomes effective and the related rules to determine the financial impact
are published.

35 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”). The maximum number of shares under plan shall
not exceed 280,000 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 summary of grants during year ended March 31, 2023

Number of options Weightage average fair

ESOP scheme Method of settlement Grant date
granted value (`)
Class A SLTI 2022 Equity settled plans 395,800 01-Nov-22 180.64
Class B SLTI 2022 Equity settled plans 447,970 01-Nov-22 70.77

There were no grants made for the year ended March 31, 2022.

The fair value of the option is estimated on the date of grant using Black- Scholes-Merton model with
following assumptions

The inputs to the model include the share price at date of grant, exercise price, expected volatility, expected
dividends, expected term and the risk free interest rate. The expected volatility is computed based on average
annualised price volatility of comparable companies for the period of 3.11 years.

Annual Report 2022-23 113

Notes Forming Part of the Consolidated Financial Statement

The fair value of the equity settled award is estimated on date of grant with following assumptions

SLTI 2022
Particulars
Class A Class B
Weightage average price of equity shares (`) 189.95 189.95
Exercise price (`) 2 189.95
Expected volatility (%) 48.80 48.80
Expected life of the option (years) 3.11 3.11
Expected dividend (%) 1.47 1.47
Risk free interest rate (%) 6.92 6.92
Weightage average fair value as on grant date (`) 180.64 70.77

The movement in the SLTI 2022 plan for equity settled share based payment transactions during the year ended
March 31, 2023

SLTI 2022
Class A Class B
Particulars
Weightage average Weightage average
Shares Shares
exercise price (`) exercise price (`)
Outstanding at the beginning of the - - - -
year
Granted during the year 395,800 2.00 447,970 189.95
Exercised during the year - - - -
Forfeited during the year 7,010 - - -
Expired during the year - - - -
Outstanding at the end of the year 388,790 2.00 447,970 189.95
Exercisable at the end of the year - - - -

There is no movement for share based payment for the year ended March 31, 2022

The summary of the information about equity settled ESOPs outstanding as on March 31, 2023

SLTI 2022
Particulars
Class A Class B
Weightage average Exercise price (`) 2.00 189.95
Number of options 388,790 447,970
Weightage average remaining contractual life (year) 2.00 2.00

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 period. For the year ended March 31, 2023, the company
has accounted for employee stock compensation cost (equity settled) amounting to ` 1.73 crore. (Refer note 25
Employee Benefit Expense).

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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Consolidated Financial Statement

36 Capital Management
The Group’s capital comprises equity share capital, share premium, retained earnings and other equity attributable
to equity holders.

The Group’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 the Company, hence the debt ratio is not applicable.

No changes were made in the objectives, policies or processes for managing capital of the Group during the current
year and previous year.
Dividends
(Amount in ` Crore)

For the year ended For the year ended

March 31, 2023 March 31, 2022
(i) Equity shares
Interim dividend declared during the year aggregating ` Nil per fully paid equity - -
share (` Nil per fully paid equity share March 31, 2022) (Refer Note 42(c))

37.1 Categories of financial instruments

(Amount in ` Crore)

As at March 31, 2023 As at March 31, 2022

Derivative Derivative
Fair value Fair value
Particulars instruments instruments
through Amortised through Amortised
not in not in
profit or cost profit or cost
hedging hedging
loss loss
relationship relationship
Financial assets
Investments :
- mutual funds 29.78 - - 527.68 - -
Security deposits - - 12.85 - - 10.92
Loans to others - - 5.47 - - 3.79
Loans to related parties- Inter- - - 484.75 - - 42.50
corporate deposits
Bills of exchange - - 1.79 - - 6.14
Deposit with financial institutions - - - -
Unbilled receivables - - 154.47 - - 120.89
Trade receivables - - 951.75 - - 647.29
Net investment in sub lease - - 34.51 - - 34.56
Research and Development - - 30.19 - - 16.38
Expenditure Credit receivable
SEIS licenses receivable - - - - - 4.78
Cash and cash equivalents - - 382.82 - - 768.26
Other bank balances - - 616.38 - - 101.14
Others - - 38.79 - - 4.22
Total financial assets 29.78 - 2,713.77 527.68 - 1,760.87

Annual Report 2022-23 115

Notes Forming Part of the Consolidated Financial Statement

(Amount in ` Crore)

As at March 31, 2023 As at March 31, 2022

Derivative Derivative
Fair value Fair value
Particulars instruments instruments
through Amortised through Amortised
not in not in
profit or cost profit or cost
hedging hedging
loss loss
relationship relationship
Financial liabilities
Trade payables - - 657.81 - - 336.63
Lease Liabilities - - 255.36 - - 261.44
Others - 0.38 4.73 - - 256.21
Total financial liabilities - 0.38 917.90 - - 854.28

37.2 (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:

 The following table presents fair value hierarchy of assets and liabilities measured at fair value on a recurring
basis as of March 31, 2023.

As at Fair value measurement at the end of the year

Particulars
March 31, 2023 Level 1 Level 2 Level 3
Financial Assets
Investments in Mutual Funds 29.78 29.78 - -
Financial Liablities
Fair value of foreign exchange derivative liabilities 0.38 - 0.38 -

The following table presents fair value hierarchy of assets and liabilities measured at fair value on a recurring
basis as of March 31, 2022.

As at Fair value measurement at the end of the year

Particulars
March 31, 2022 Level 1 Level 2 Level 3
Financial Assets
Investments in Mutual Funds 527.68 527.68 - -
Financial Liablities
Fair value of foreign exchange derivative liabilities - - - -

Level 1 -Quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2 -Inputs other than quoted prices included within Level 1 that are observable for the asset or liability,
either directly (i.e. prices) or indirectly (i.e. derived from prices)
Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs)

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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Consolidated Financial Statement

37.2 (b) Valuation technique used to determine fair value

The following methods and assumptions were used to estimate the fair value of the level 1 and 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.

37.2 (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. Borrowings
6. Trade payables
7. Other financial liabilities
8. Other financial assets
9. Lease liabilities

37.3 Financial risk management

In the course of its business, the Group 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 Group 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 Group’s business plan.

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

37.4Market 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.

Annual Report 2022-23 117

Notes Forming Part of the Consolidated Financial Statement

37.5 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 Group 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 Group, as per its risk management policy, uses foreign exchange and other derivative instruments primarily
to hedge foreign exchange and interest rate exposure. The Group 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. For further details with respect to Foreign
Currency Risk (other than risk arising from derivatives) refer below details.

Furthermore, any movement in the functional currencies of the various operations of the Group against major
foreign currencies may impact the Group’s revenues from its international operations. Any weakening of the
functional currency may impact the Group’s cost of imports and cost of borrowings and consequently may
increase the cost of financing the Group’s capital expenditures.

The Group uses forward exchange contracts to hedge its exposure in foreign currency. The information on derivative
instruments is as follows:

Notional amount Fair value

Notional amount
of outstanding (gain)/ loss of
of outstanding
Particulars As At Currency contracts in outstanding
contracts in
Foreign currency contracts in
` Crore
` Crore ` Crore
March 31, 2023 GBP GBP 0.50 50.82 0.36
USD USD 0.20 16.44 0.02
Total 67.26 0.38
Forward Exchange contracts
March 31, 2022 - - -
- - -
Total - - -

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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Consolidated Financial Statement

Foreign exchange currency exposures not covered by derivative instruments as at March 31, 2023 and
March 31, 2022
(Amount in ` Crore)

As at March 31, 2023 As at March 31, 2022

Amount Amount
Equivalent Equivalent
Particulars Currency in Foreign in Foreign
amount in ` amount in `
Currency Currency
Trade Receivables and unbilled revenue* EUR 0.40 35.80 0.38 31.83
GBP 1.18 120.29 0.83 82.96
USD 1.49 122.37 1.28 97.05
SGD 0.04 2.69 0.03 1.81
CAD 0.01 0.51 0.01 0.70
CNY 0.72 8.64 0.82 9.81
JPY - - 0.01 0.01
THB 5.27 12.71 3.37 7.67
INR 0.16 0.16 0.01 0.01
CHF 0.01 0.78 - 0.08
ZAR 0.02 0.09 - -
SEK 4.78 37.94 3.89 31.61
VND 48.66 0.17 48.66 0.16
Current account with Bank and depsits held with USD 1.08 88.72 0.72 54.79
Bank (including cheques in hand/money in transit)
EUR 0.16 13.93 0.26 22.07
GBP 0.06 6.31 0.01 0.92
SGD 0.06 3.82 0.12 6.77
CAD - 0.03 - 0.04
CNY 0.28 3.34 0.23 2.77
Total - 458.30 - 351.06
Financial Liabilities: EUR 0.56 49.77 0.45 38.17
Trade Payables* SGD 0.05 3.00 0.01 0.80
INR 2.66 2.66 1.35 1.35
USD 0.30 24.92 0.13 10.10
SEK 0.04 0.33 0.01 0.07
GBP 0.03 2.86 - 0.22
CAD - - - 0.01
CNY 0.04 0.47 - -
VND 1,779.22 6.23 2,685.05 8.91
Total - 90.24 - 59.63

* The above balances are before considering intra-company balances elimination on consolidation.
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 ` 45.83
crore as at March 31, 2023 (` 35.11 crore as at March 31, 2022) and ` 9.02 crore as at March 31, 2023 (` 5.96 crore
as at March 31,2022) for financial assets and financial liabilities respectively.

Annual Report 2022-23 119

Notes Forming Part of the Consolidated Financial Statement

37.6 Interest rate risk

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

37.7 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.

Out of the total trade receivables, two major customers who are also related parties, account for more than 15% of
the gross receivable. Also, refer note 38 (b) for further details. There is one non-related customer which contributes
for more than 30% of the gross receivable.

The remaining balance of trade receivables consist of a large number of customers, spread across diverse industries
and geographical areas. Ongoing credit evaluation is performed on the financial condition of accounts receivable
and, where appropriate, credit guarantee insurance cover is purchased.
(Amount in ` Crore)

As at As at
March 31, 2023 March 31, 2022
Movement in the expected credit loss allowance
Balance at the beginning of the year 56.24 59.52
Movement in expected credit allowance on trade receivables (13.84) 27.03
Exchange fluctuation 0.97 1.04
Reversal of provisions for debts paid (0.15) (31.35)
Balance at the end of the year 43.22 56.24

37.8 Liquidity risk

Liquidity risk refers to the risk that the Group cannot meet its financial obligations. The objective of liquidity risk
management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements.

The Group has obtained fund and non-fund based working capital lines from various banks.The Group invests its
surplus funds in bank fixed deposit and liquid and liquid plus schemes of mutual funds, which carry no/low mark
to market risks.

The Group also constantly monitors funding options available in the debt and capital markets with a view to
maintaining financial flexibility.

120
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Consolidated Financial Statement

The table below provides details regarding the contractual maturities of financial liabilities as at March 31, 2023
and March 31, 2022:
(Amount in ` Crore)

As at March 31, 2023

Total
Due in Due in Due in Due after
Financial liabilities contractual
1st Year 2nd Year 3rd to 5th Year 5th Year
cash flows
Non-derivative financial liabilities
(a) Trade payables 657.81 - - - 657.81
(b) Lease Liability 49.08 48.58 109.27 99.15 306.08
(c) Other financial liabilities 4.19 0.54 - - 4.73
711.08 49.12 109.27 99.15 968.62
Derivative financial liabilities 0.38 - - - 0.38
Total 711.46 49.12 109.27 99.15 969.00

(Amount in ` Crore)

As at March 31, 2022

Total
Due in Due in Due in Due after
Financial liabilities contractual
1st Year 2nd Year 3 to 5th Year
rd
5th Year
cash flows
Non-derivative financial liabilities
(a) Trade payables 336.63 - - - 336.63
(b) Lease Liability 48.74 43.04 107.57 120.33 319.68
(c) Other financial liabilities 255.86 0.35 - - 256.21
641.23 43.39 107.57 120.33 912.52
Derivative financial liabilities - - - - -
Total 641.23 43.39 107.57 120.33 912.52

37.9 Impact of COVID-19 (pandemic)

The Group has taken into account all the possible impacts of COVID-19 in preparation of these consolidated
financial statement, including but not limited to its assessment of, liquidity and going concern assumption,
recoverable values of its financial and non-financial assets, impact on revenue recognition owing to changes in
cost budgets of fixed price contracts and impact on leases. The Group has carried out this assessment based on
available internal and external sources of information upto the date of approval of these consolidated financial
statement and believes that the impact of COVID-19 is not material to these consolidated financial statement
and expects to recover the carrying amount of its assets. The impact of COVID-19 on the consolidated financial
statement may differ from that estimated as at the date of approval of these consolidated financial statement
owing to the nature and duration of COVID-19.

38 Related Party Disclosures for the year ended March 31, 2023
a) Related party and their relationship
1 Parent Company Tata Motors Limited
2 Fellow subsidiaries 1 TML Business Services Limited
2 Tata Motors European Technical Centre PLC
3 Tata Motors Insurance Broking and Advisory Services Limited
4 TMF Holdings Limited
5 TML Holdings Pte. Limited
6 Tata Hispano Motors Carrocera S.A.

Annual Report 2022-23 121

Notes Forming Part of the Consolidated Financial Statement

7 Tata Hispano Motors Carrocerries Maghreb SA

8 Trilix S.r.l.
9 Tata Precision Industries Pte. Limited
10 Tata Motors Body Solutions Limited (Name changed from Tata Marcopolo Motors
Limited with effect from December 30, 2022)
11 Tata Daewoo Commercial Vehicle Company Limited
12 Tata Daewoo Commercial Vehicle Sales and Distribution Company Limited
13 Tata Motors (Thailand) Limited
14 Tata Motors (SA) (Proprietary) Limited
15 PT Tata Motors Indonesia
16 PT Tata Motors Distribusi Indonesia
17 Jaguar Land Rover Automotive Plc
18 Jaguar Land Rover Limited
19 Jaguar Land Rover Austria GmbH
20 Jaguar Land Rover Japan Limited
21 JLR Nominee Company Limited (dormant)
22 Jaguar Land Rover Deutschland GmbH
23 Jaguar Land Rover North America LLC
24 Jaguar Land Rover Nederland BV
25 Jaguar Land Rover Portugal - Veículos e Peças, Lda.
26 Jaguar Land Rover Australia Pty Limited
27 Jaguar Land Rover Italia Spa
28 Jaguar Land Rover Korea Company Limited
29 Jaguar Land Rover (China) Investment Co. Ltd.
30 Jaguar Land Rover Canada ULC
31 Jaguar Land Rover France, SAS
32 Jaguar Land Rover (South Africa) (Pty) Limited
33 Jaguar e Land Rover Brasil Indústria e Comércio de Veículos LTDA
34 Limited Liability Company "Jaguar Land Rover" (Russia)
35 Jaguar Land Rover (South Africa) Holdings Limited
36 Jaguar Land Rover Classic Deutschland GmbH
37 Jaguar Land Rover Hungary KFT
38 Jaguar Land Rover India Limited
39 Jaguar Land Rover Espana SL
40 Jaguar Land Rover Belux NV
41 Jaguar Land Rover Holdings Limited
42 Jaguar Cars South Africa (Pty) Limited (dormant)
43 Jaguar Cars Limited (dormant)
44 Land Rover Exports Limited (dormant)
45 Land Rover Ireland Limited (non-trading)
46 The Daimler Motor Company Limited (dormant)
47 Daimler Transport Vehicles Limited (dormant)
48 S.S. Cars Limited (dormant)
49 The Lanchester Motor Company Limited (dormant)
50 Shanghai Jaguar Land Rover Automotive Services Company Limited
51 Jaguar Land Rover Pension Trustees Limited (dormant)
52 Jaguar Land Rover Slovakia s.r.o
53 Jaguar Land Rover Singapore Pte. Ltd.
54 Jaguar Racing Limited

122
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Consolidated Financial Statement

55 InMotion Ventures Limited

56 InMotion Ventures 2 Limited
57 InMotion Ventures 3 Limited
58 Jaguar Land Rover Colombia S.A.S
59 Jaguar Land Rover Ireland (Services) Limited
60 Jaguar Land Rover Taiwan Company Limited
61 Jaguar Land Rover Servicios México, S.A. de C.V.
62 Jaguar Land Rover México, S.A.P.I. de C.V.
63 Jaguar Land Rover Classic USA LLC (dormant)
64 Tata Motors Finance Solutions Limited
65 Tata Motors Finance Limited
66 Bowler Motors Limited
67 Jaguar Land Rover (Ningbo) Trading Co. Limited
68 Brabo Robotics and Automation Limited
69 Tata Motors Passenger Vehicles Limited
70 Jaguar Land Rover Ventures Limited
71 TML CV Mobility Solutions Limited (Incorporated on June 7, 2021)
72 Jaguar Land Rover Technology and Business Services India Private Limited
73 Tata Passenger Electric Mobility Ltd. (Incorporated on December 21, 2021)
74 In-Car Ventures Limited
75 TML Smart City Mobility Solutions Limited
76 TML Smart City Mobility Solutions (J&K) Private Limited (Incorporated with effect
from October 13, 2022)
3 Joint Venture TATA HAL Technologies Limited (Dissolved w.e.f. March 17, 2023 via NCLT Order dated March
17, 2023)
4 Associates and Joint Venture 1 Tata Sons Private Limited
of Group Company 2 Jaguar Cars Finance Limited
3 Automobile Corporation of Goa Limited
4 Nita Company Limited
5 Tata Hitachi Construction Machinery Company Private Limited
6 Tata Precision Industries (India) Limited
7 Tata AutoComp Systems Limited
8 Loginomic Tech Solutions Private Limited (“TruckEasy”)
9 Automotive Stampings and Assemblies Limited
10 Nanjing Tata Autocomp Systems Limited
11 TACO Engineering Services GmbH
12 Ryhpez Holding (Sweden) AB
13 TitanX Holding AB
14 TitanX Engine Cooling Inc.
15 TitanX Engine Cooling Kunshan Co. Ltd.
16 TitanX Engine Cooling AB
17 TitanX Engine Cooling, Poland
18 TitanX Refrigeracão de Motores LTDA
19 Tata Ficosa Automotive Systems Private Limited
20 Tata AutoComp GY Batteries Private Limited
21 Tata Autocomp Hendrickson Suspensions Private Limited
22 Air International TTR Thermal Systems Private Limited
23 TM Automotive Seating Systems Private Limited
24 TACO Sasken Automotive Electronics Limited

Annual Report 2022-23 123

Notes Forming Part of the Consolidated Financial Statement

25 Tata Cummins Private Limited

26 Fiat India Automobiles Private Limited
27 Chery Jaguar Land Rover Automotive Company Limited
28 Chery Jaguar Land Rover Auto Sales Company Limited
29 Tata AutoComp Gotion Green Energy Solutions Private Limited
30 Ewart Investments Limited
31 Tata Limited
32 Tata AIA Life Insurance Company Limited
33 Tata AIG General Insurance Company Limited
34 Indian Rotorcraft Limited
35 Panatone Finvest Limited
36 TS Investments Limited
37 Tata SIA Airlines Limited
38 Infiniti Retail Limited
39 Tata Incorporated
40 Tata Investment Corporation Limited
41 Simto Investment Company Limited
42 Tata Asset Management Private Limited
43 Tata Asset Management (Mauritius) Private Limited
44 Tata Pension Management Limited
45 Tata Consulting Engineers Limited
46 Ecofirst Services Limited
47 TCE QSTP-LLC
48 Tata International AG, Zug
49 TRIF Investment Management Limited
50 Tata Advanced Systems Limited
51 Aurora Integrated Systems Private Limited
52 HELA Systems Private Limited
53 Nova Integrated Systems Limited
54 TASL Aerostructures Private Limited
55 Tata Lockheed Martin Aerostructures Limited
56 Tata Sikorsky Aerospace Limited
57 Tata Boeing Aerospace Limited
58 Tata Capital Limited
59 Tata Capital Advisors Pte. Limited
60 Tata Capital Financial Services Limited
61 TATA Capital General Partners LLP
62 Tata Capital Growth Fund I
63 Tata Capital Healthcare General Partners LLP
64 Tata Capital Housing Finance Limited
65 Tata Capital Plc
66 Tata Capital Pte. Limited
67 Tata Cleantech Capital Limited
68 Tata Opportunities General Partners LLP
69 Tata Securities Limited
70 Tata Capital Special Situation Fund
71 Tata Capital Healthcare Fund I
72 Tata Capital Innovations Fund
73 Tata Capital Growth Fund II

124
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Consolidated Financial Statement

74 Tata Housing Development Company Limited

75 Apex Realty Private Limited
76 Ardent Properties Private Limited
77 Concept Developers & Leasing Limited
78 HLT Residency Private Limited
79 Kriday Realty Private Limited
80 One-Colombo Project (Private) Limited
81 Promont Hillside Private Limited
82 Smart Value Homes (Boisar) Private Limited
83 Tata Value Homes Limited
84 THDC Management Services Limited
85 World-One (Sri Lanka) Projects Pte. Limited
86 World-One Development Company Pte. Limited
87 Synergizers Sustainable Foundation
88 Tata Realty and Infrastructure Limited
89 Acme Living Solutions Private Limited
90 Arrow Infraestate Pvt Limited
91 Gurgaon Construct Well Private Limited
92 Gurgaon Realtech Limited
93 HV Farms Private Limited
94 TRIF Gurgaon Housing Projects Private Limited
95 Wellkept Facility Mangement Services Private Limited
96 TRIL Roads Private Limited
97 TRIL Urban Transport Private Limited
98 TRIL Infopark Limited
99 Hampi Expressways Private Limited
100 Dharamshala Ropeway Limited
101 International Infrabuild Private Limited
102 Uchit Expressways Private Limited
103 Tata Consultancy Services Limited
104 APTOnline Limited
105 C-Edge Technologies Limited
106 Diligenta Limited
107 MahaOnline Limited
108 MGDC S.C.
109 MP Online Limited
110 Tata Consultancy Services Indonesia, PT
111 Tata America International Corporation
112 Tata Consultancy Services (Africa) (PTY) Ltd.
113 Tata Consultancy Services (China) Co., Ltd.
114 Tata Consultancy Services (Philippines) Inc.
115 Tata Consultancy Services (South Africa) (PTY) Ltd.
116 Tata Consultancy Services (Thailand) Limited
117 Tata Consultancy Services Argentina S.A.
118 Tata Consultancy Services Asia Pacific PTE. Ltd.
119 Tata Consultancy Services Belgium
120 Tata Consultancy Services Canada Inc.
121 Tata Consultancy Services Chile S.A.
122 Tata Consultancy Services Danmark ApS

Annual Report 2022-23 125

Notes Forming Part of the Consolidated Financial Statement

123 Tata Consultancy Services De Espana SA

124 Tata Consultancy Services De Mexico S.A.,De C.V.
125 Tata Consultancy Services Deutschland GmbH
126 Tata Consultancy Services Do Brasil Ltda
127 Tata Consultancy Services France
128 Tata Consultancy Services Luxembourg S.A.
129 Tata Consultancy Services Malaysia Sdn Bhd.
130 Tata Consultancy Services Netherlands BV
131 Tata Consultancy Services Osterreich GmbH
132 Tata Consultancy Services Qatar L.L.C
133 Tata Consultancy Services Sverige Aktiebolag
134 Tata Consultancy Services Switzerland Ltd.
135 TCS Financial Solutions (Beijing) Co., Ltd.
136 TCS Financial Solutions Australia Pty Limited
137 TCS FNS Pty Limited
138 TCS Iberoamerica SA
139 TCS Inversiones Chile Limitada
140 Tata Consultancy Services Italia s.r.l.
141 TCS Solution Center S.A.
142 TCS Uruguay S. A.
143 TCS e-Serve International Limited
144 Tata Consultancy Services Japan, Ltd.
145 TCS Foundation
146 Tata Consultancy Services UK limited
147 Tata Consultancy Services Saudi Arabia
148 Tata Trustee Company Private Limited
149 Tata Play Limited
150 ACTVE Digital Services Private Limited
151 Tata Play Broadband Private Limited
152 TSBB Voice Private Limited
153 Niskalp Infrastructure Services Limited
154 India Emerging Companies Investment Limited
155 Inshaallah Investments Limited
156 Tata Industries Limited
157 Qubit Investments Pte. Limited
158 Tata SmartFoodz Limited (formerly SmartFoodz Limited)
159 Tata International Limited
160 Blackwood Hodge Zimbabwe (Private) Limited
161 Calsea Footwear Private Limited
162 Pamodzi Hotels Plc
163 Tata Africa (Cote D’Ivoire) SARL
164 Tata Africa Holdings (Ghana) Limited
165 TATA Africa Holdings (Kenya) Limited
166 Tata Africa Holdings (SA) (Proprietary) Limited
167 Tata Africa Holdings (Tanzania) Limited
168 Tata Africa Services (Nigeria) Limited
169 Tata De Mocambique, Limitada
170 Tata Holdings Mocambique Limitada
171 Tata International Metals (Americas) Limited

126
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Consolidated Financial Statement

172 Tata International Metals (Asia) Limited

173 Tata International Singapore Pte Limited
174 Tata South East Asia (Cambodia) Limited
175 Tata Uganda Limited
176 Tata West Asia FZE
177 Tata Zambia Limited
178 Tata Zimbabwe (Private) Limited
179 TIL Leather Mauritius Limited
180 Tata International West Asia DMCC
181 Motor-Hub East Africa Limited
182 Tata International Vietnam Company Limited
183 Tata International Unitech (Senegal) SARL
184 Tata International Canada Limited
185 Newshelf 1369 Pty Ltd.
186 Taj Air Limited
187 Strategic Energy Technology Systems Private Limited
188 Pune Solapur Expressways Private Limited
189 TRIL IT4 Private Limited
190 Mikado Realtors Private Limited
191 Industrial Minerals and Chemicals Company Private Limited
192 Arvind and Smart Value Homes LLP
193 Princeton Infrastructure Private Limited
194 Sohna City LLP
195 Technopolis Knowledge Park Limited
196 HL Promoters Private Limited
197 Kolkata-One Excelton Private Limited
198 Sector 113 Gatevida Developers Private Limited
199 Promont Hilltop Private Limited
200 Smart Value Homes (Peenya Project) Private Limited
201 Smart Value Homes (New Project) LLP
202 One Bangalore Luxury Projects LLP
203 Tata International Vehicle Applications Private Limited
204 Tata International GST AutoLeather Limited
205 Durg Shivnath Expressways Private Limited
206 Matheran Rope-Way Private Limited
207 TATASOLUTION CENTER S.A.
208 Alliance Finance Corporation Limited
209 MIA Infrastructure Private Limited
210 Flisom - AG
211 915 Labs Inc
212 Impetis Biosciences Limited
213 Tata Digital Private Limited
214 Tata Engineering Consultants Saudi Arabia Company
215 AFCL RSA (Pty) Limited
216 TISPL Trading Company Limited
217 TCTS Senegal Limited
218 Tata Autocomp SECO Powertrain Private Limited
219 Tata Autocomp Katcon Exhaust Systems Private Limited
220 TCL Employee Welfare Trust

Annual Report 2022-23 127

Notes Forming Part of the Consolidated Financial Statement

221 Tata Capital Growth II General Partners LLP

222 Tata Capital Healthcare Fund II
223 TATA Capital Healthcare II General Partners LLP
224 Tata Consultancy Services (Portugal), Unipessoal LDA
225 TCS Business Services GmbH
226 Tata International Metals (Guangzhou) Limited
227 AFCL Ghana Limited
228 AFCL Premium Services Ltd.
229 AFCL Zambia Limited
230 Stryder Cycle Private Limited
231 NetFoundry Inc.
232 Tata Payments Limited
233 Women in Transport
234 T/A Tata International Cape Town
235 Pune IT City Metro Rail Limited
236 Land kart Builders Private Limited
237 Alliance Leasing Limited
238 TRIL Bengaluru Real Estate One Private Limited
239 TRIL Bengaluru Consultants Private Limited
240 TRIL Bengaluru Real Estate Three Private Limited
241 Société Financière Décentralisé Alliance Finance Corporation Senegal
242 Tata Medical and Diagnostics Limited
243 Flisom Hungary Kft
244 Tata Electronics Private Limited
245 Consilience Technologies (Proprietary) Limited
246 Ferguson Place (Proprietary) Limited
247 Talace Private Limited
248 Tata Toyo Radiator Limited
249 Tata Consultancy Services Ireland Limited
250 Tata Teleservices Limited
251 Tata Tele NXTGEN Solutions Limited
252 NVS Technologies Limited
253 TTL Mobile Private Limited
254 Tata Teleservices (Maharashtra) Limited
255 Tata Communications Limited
256 Tata Communications Transformation Services Limited
257 Tata Communications Collaboration Services Private Limited
258 Tata Communications Payment Solutions Limited
259 Tata Communications Lanka Limited
260 Tata Communications Services (International) Pte. Limited
261 Tata Communications (Bermuda) Limited
262 Tata Communications (Netherlands) B.V.
263 Tata Communications (Hong Kong) Limited
264 ITXC IP Holdings S.A.R.L.
265 Tata Communications (America) Inc.
266 Tata Communications (International) Pte Limited
267 Tata Communications (Canada) Limited
268 TATA COMMUNICATIONS (BELGIUM) SRL
269 Tata Communications (Italy) SRL

128
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Consolidated Financial Statement

38 Related Party Disclosures for the year ended March 31, 2023(Contd.)
270 Tata Communications (Portugal) Unipessoal LDA
271 Tata Communications (France) SAS
272 Tata Communications (Nordic) AS
273 Tata Communications (Guam) L.L.C.
274 Tata Communications (Portugal) Instalacao E Manutencao De Redes LDA
275 Tata Communications (Australia) Pty Limited
276 Tata Communications SVCS Pte Ltd
277 Tata Communications (Poland) SP.Z.O.O.
278 Tata Communications (Japan) KK.
279 Tata Communications (UK) Limited
280 Tata Communications Deutschland GMBH
281 Tata Communications (Middle East) FZ-LLC
282 Tata Communications (Hungary) KFT
283 Tata Communications (Ireland) DAC
284 Tata Communications (Russia) LLC
285 Tata Communications (Switzerland) GmbH
286 Tata Communications (Sweden) AB
287 TCPOP Communication GmbH
288 Tata Communications (Taiwan) Limited
289 Tata Communications (Thailand) Limited
290 Tata Communications (Malaysia) Sdn. Bhd.
291 Tata Communications Transformation Services South Africa (Pty) Ltd
292 Tata Communications (Spain) S.L.
293 Tata Communications (Beijing) Technology Limited
294 VSNL SNOSPV Pte. Limited
295 Tata Communications (South Korea) Limited
296 Tata Communications Transformation Services (Hungary) Kft.
297 Tata Communications Transformation Services Pte Limited
298 Tata Communications (Brazil) Participacoes Limitada
299 Tata Communications Transformation Services (US) Inc
300 Tata Communications Comunicacoes E Multimídia (Brazil) Limitada
301 Nexus Connexion (SA) Pty Limited
302 SEPCO Communications (Pty) Limited
303 Tata Communications (New Zealand) Limited
304 Tata Communications MOVE B.V.
305 Tata Communications MOVE Nederland B.V.
306 Oasis Smart E-Sim Pte Ltd
307 Tata Business Hub Limited
308 Tata Elxsi Limited
309 TCS Technology Solutions AG
310 Ferbine Private Limited
311 LTH Milcom Private Limited
312 OASIS Smart SIM Europe SAS
313 Changshu Tata Autocomp Systems Limited
314 Akashastha Technologies Private Limited
315 Saudi Desert Rose Holding B.V.
316 TitanX Engine Cooling SRL

Annual Report 2022-23 129

Notes Forming Part of the Consolidated Financial Statement

38 Related Party Disclosures for the year ended March 31, 2023(Contd.)
317 TACO Prestolite Electric Private Limited
318 Inchcape JLR Europe Limited (incorporated 31 August 2020) (JLRL shareholding 30%
effective 30 April 2021)
319 Jaguar Land Rover Schweiz AG
320 Tejas Networks Limited
321 Tejas Communication Pte Limited
322 Tejas Communications (Nigeria) Limited
323 Tata Consultancy Services Guatemala S.A
324 Tata Consultancy Services Bulgaria EOOD
325 Supermarket Grocery Supplies Private Limited
326 Savis Retail Private Limited
327 Delyver Retail Network Private Limited
328 Dailyninja Delivery Services Private Limited
329 Tata 1mg Technologies Private Limited
330 Tata 1mg Healthcare Solutions Private Limited
331 LFS Healthcare Private Limited
332 Innovative Retail Concepts Private Limited
333 Air India Limited
334 Air India Express Limited
335 Air India SATS Airport Services Private Ltd.
336 Vidiyal Residency Private Limited
337 Tata Fintech Private Limited
338 Infopark Properties Limited
339 Protraviny Private Limited
340 Tata Neu Private Limited
341 Sertec Corporation Limited (Jaguar Land Rover Ventures Limited acquired 39.80%
shareholding with effect from June 17, 2022)
342 Sertec Group Limited
343 Sertec HoldCo Limited
344 Sertec Group Holdings Limited
345 Sertec Light Stampings Limited
346 Sertec Aluminium Structures Limited
347 Sertec Auto Structures (UK) Limited

130
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Consolidated Financial Statement

348 Sertec Engineering Estonia OU (Struck-off w.e.f. July 12, 2021)

349 AWC Industries Limited
350 Sertec Springs & Wireforms Limited
351 Sertec Precision Components Limited
352 Sertec Fine Blanking Gmbh
353 Sertec Auto Structures Property Kft
354 Sertec Auto Structures (Hungary) Bt.
355 Sertec Commercial Services (Dongguan) Limited
356 Saankhya Labs Private Limited
357 Saankhya Labs Inc
358 Saankhya Strategic Electronics Private Limited
359 SAS Realtech LLP
360 TACO EV Component Solutions Private Limited
361 TACO Punch Powertrain Private Limited
362 Tata Unistore Limited
363 Ranata Hospitality Private Limited
364 Smart ClassEdge Systems Limited
365 MuCoso B.V.
366 AIX Connect Private Limited
367 Agratas Energy Storage Solutions Private Limited
368 Tata Chemicals Limited
369 Tata Consumer Products Limited
370 Tata Steel Limited
371 The Indian Hotels Company Limited
372 The Tata Power Company Limited
373 Trent Limited
374 Voltas Limited
375 Titan Company Limited
376 Amalgamated Plantations Private Limited
377 Lokmanaya Hospital Private Limited
378 Novalead Pharma Private Limited
379 Vortex Engineering Private Limited
380 Sea6 Energy Private Limited
381 Alef Mobitech Solutions Private Limited
382 Tema India Limited
383 Kapsons Industries Private Limited
384 TVS Supply Chain Solutions Limited
385 Fincare Business Services Limited
386 Tata Projects Limited
387 Anderson Diagnostic Services Pvt. Ltd.
388 Indusface Private Limited
389 Linux Laboratories Private Limited
390 Fincare Small Finance Bank Limited
391 Atulaya Healthcare Private Limited
392 Cnergyis Infotech India Private Limited
393 Deeptek Inc, a Delaware Corporation
394 Speech and Software Technologies (India) Private Limited
395 The Associated Building Company Limited
396 Tata Enterprises (Overseas) AG

Annual Report 2022-23 131

Notes Forming Part of the Consolidated Financial Statement

397 A.O. Avron

398 United Telecom Limited
399 STT Global Data Centres India Private Limited
400 Smart ICT Services Private Limited
401 Cellcure Cancer Centre Private Limited
402 TM Railway Seating Private Limited
403 Imbanita Consulting and Engineering Services (Pty) Ltd
5 Post employment benefit 1 Tata Technologies (India) Limited Gratuity Fund
plans 2 Tata Technologies (India) Limited Superannuation Fund
3 Tata Technologies (India) Limited Provident Fund
6 Key Management Personnel of 1 Mr. Warren Harris, Managing Director
the Company 2 Mr. Vikrant Gandhe, Company Secretary
3 Ms. Savitha Balachandran, Chief Financial Officer
4 Mr. S. Ramadorai, Director (upto February 21, 2023)
5 Mr. PB Balaji, Director
6 Mr. Ajoyendra Mukherjee (w.e.f March 29, 2021)
7 Ms. Nivruti Rai (w.e.f June 24, 2021 upto March 11, 2022)
8 Ms. Aarthi Sivanandh (w.e.f June 11, 2022)
9 Ms. Usha Sangwan (w.e.f October 21, 2022)
10 Mr.Nagaraj Ijari (w.e.f March 01, 2023)
11 Mr. Shailesh Chandra (w.e.f March 01, 2023)
7 Key Management Personnel in 1 Ms. Sonal Ramrakhiani, Director
subsidiary companies & Joint 2 Mr. Rajarajan Shanmugam, Director (upto June 07, 2021)
Venture

38 Related Party Disclosures for the year ended March 31, 2023(Contd.)
b) Transactions with related parties
(Amount in ` Crore)

Associates and Key

Parent Fellow
Particulars Joint Venture of Management Total
Company subsidiaries
Group Company Personnel
Purchase of products - - 0.11 - 0.11
Sale of products 37.11 47.26 19.04 - 103.41
Services received 2.28 0.17 70.54 - 72.99
Services rendered 403.55 991.22 154.49 - 1,549.26
Rent received - 0.05 0.02 - 0.07
Finance placed (including loans, equity & 1,839.50 - - - 1,839.50
ICD)
Finance received back (including 1,397.25 - - - 1,397.25
loans,equity & ICD)
Interest paid / (received)(net) (25.46) - - - (25.46)
Remuneration - - - 14.34 14.34
Bad debts written off and allowance (0.60) 0.54 0.05 - (0.01)
for doubtful trade receivables (net)
(reversal)/ charge
Amount receivable including unbilled 62.30 253.58 77.51 - 393.39
receivables
Provision for amount receivable 1.83 0.61 0.09 2.53
Amount payable 0.94 58.51 24.56 - 84.01

132
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Consolidated Financial Statement

(Amount in ` Crore)

Associates and Key

Parent Fellow
Particulars Joint Venture of Management Total
Company subsidiaries
Group Company Personnel
Amount receivable (in respect of loans 484.75 - - - 484.75
and bonds)
Commission - - - 0.83 0.83
Sitting fees - - - 0.23 0.23

Disclosure of material transactions:

Sale of products:
Tata Motors Passenger Vehicles Limited: ` 35.05 crore
Tata Elxsi Limited: ` 10.96 crore

Services received:
Tata Sons Private Limited: ` 13.25 crore
Tata Consultancy Services(including subsidaries) : ` 19.14 crore

Services Rendered:
Jaguar Land Rover (including subsidaries) ` 742.33 crore
Tata Consultancy Services(including subsidaries) : ` 100.60 crore

Accounts receivable
Jaguar Land Rover (including subsidaries) ` 169.55 crore
Tata Consultancy Services(including subsidaries) : ` 48.38 crore

Accounts payable
Tata Sons Private Limited: ` 10.77 crore
(Amount in ` Crore)

Year ended
Consideration of key management personnel
March 31, 2023
Short term benefits 14.79
Post employment benefits 0.13
Share-based payments 0.61
Notes:
1. Consideration of benefits payables to Key Managerial Management Personnel are in respect of holding company.
2. Includes provision for encashable leave and gratuity for certain key management personnels on estimate basis
as a separate actuarial valuation is not available

Annual Report 2022-23 133

Notes Forming Part of the Consolidated Financial Statement

38 Related Party Disclosures for the year ended March 31, 2022
b) Transactions with related parties
(Amount in ` Crore)

Associates and Key

Parent Fellow
Particulars Joint Venture of Management Total
Company subsidiaries
Group Company Personnel
Purchase of products - - 0.04 - 0.04
Sale of products 41.80 4.32 13.45 - 59.57
Services received 1.81 0.17 23.48 - 25.46
Services rendered 417.29 667.52 117.58 - 1,202.39
Finance placed (including loans, equity & ICD) 1,481.00 - - - 1,481.00
Finance received back (including loans,equity & 1,688.50 - - - 1,688.50
ICD)
Interest paid / (received)(net) (32.47) (0.25) (0.03) - (32.75)
Remuneration - - - 12.83 12.83
Bad debts written off and allowance for doubtful (0.42) 0.06 (0.04) - (0.40)
trade receivables (net) (reversal)/ charge
Amount receivable including unbilled receivables 76.88 120.85 34.51 - 232.24
Provision for amount receivable 2.43 0.08 0.28 - 2.79
Amount payable 5.97 7.91 10.76 - 24.64
Amount receivable (in respect of loans and 42.50 - - - 42.50
bonds)
Commission - - - 1.00 1.00
Sitting fees - - - 0.13 0.13

Disclosure of material transactions:

Sale of products:
Tata Elxsi Limited: ` 7.99 crore
Tata Consultancy Services: ` 4.19 crore

Services received:
Tata Sons Private Limited: ` 9.36 crore
Tata Communications Limited: ` 5.95 crore
Tata Consultancy Services Limited (including subsidaries) : ` 6.55 crore

Services Rendered:
Jaguar Land Rover (including subsidaries) ` 599.05 crore
Tata Consultancy Services Limited (including subsidaries) : ` 101.39 crore

Interest received:
Tata Motors Finance Limited ` 0.25 crore

Accounts receivable
Jaguar Land Rover (including subsidaries) ` 89.97 crore

Accounts payable
Tata Sons Private Limited: ` 7.66 crore

134
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Consolidated Financial Statement

(Amount in ` Crore)

Year ended
Consideration of key management personnel
March 31, 2022
Short term benefits 12.99
Post employment benefits 0.02
Notes:
1. Consideration of benefits payables to Key Managerial Management Personnel are in respect of holding company.
2. Includes provision for encashable leave and gratuity for certain key management personnels on estimate
basis as a separate actuarial valuation is not available

39 Details of subsidiaries
The following subsidiary companies are considered in the consolidated financial statements

% of holding either directly or

Sr. Country of through subsidiary as at
Name of the Subsidiary Company
no. Incorporation
March 31, 2023 March 31, 2022
Direct Subsidiary
1 Tata Technologies Pte. Ltd. Singapore 100 100
Indirect Subsidiaries
2 Tata Technologies (Thailand) Limited Thailand 100 100
3 Tata Manufacturing Technologies (Shanghai) Co. Limited China 100 100
4 INCAT International Plc. UK 100 100
5 Tata Technologies Europe Limited UK 100 100
6 Tata Technologies Nordics AB ^ (Formerly known as Escenda Sweden 100 100
Engineering AB up to November 01, 2020)
7 Tata Technologies GmbH ^(Formerly known as INCAT GmbH Germany 100 100
upto March 30, 2022)
8 Tata Technologies Inc. ** USA 99.80 99.80
9 Tata Technologies de Mexico, S.A. de C.V ** (in process of Mexico 99.80 99.80
liquidation refer note 41)
10 Cambric Limited, Bahama ** Bahama, USA 99.80 99.80
11 Tata Technologies SRL, Romania ** Romania 99.80 99.80
12 Tata Technologies Limited Employees Stock Option Trust India 100 100
13 INCAT International Limited ESOP 2000 UK 100 100
** For these subsidiaries though the holding is 99.81 % and 99.76 %, the indirect voting power is 100%.

Annual Report 2022-23 135

Notes Forming Part of the Consolidated Financial Statement

40 Additional information pursuant to para 2 of general instructions for the preparation of

Consolidated Financial Statements as on March 31, 2023

Net Assets, i.e., total

Share in profit or Share in other Share in total
assets minus total
(loss) comprehensive income comprehensive income
liabilities
Sr. Name of the entity in As % of
No. the group As % of
As % of consolidated As % of total
consolidated
consolidated ` Crore ` Crore other ` Crore comprehensive ` Crore
profit or
net assets comprehensive income
(loss)
income
Parent Company
Tata Technologies Limited 34.12% 1,019.86 39.11% 244.03 -11.74% (9.81) 33.10% 234.22
Direct Subsidiaries - Indian
Tata Technologies Limited 0.07% 2.23 0.01% 0.07 0.00% - 0.01% 0.07
Employees Stock Option
Trust
Direct and Indirect
Subsidiaries - Foreign
1 Tata Technologies Pte. 31.48% 941.15 10.69% 66.68 8.21% 6.86 10.39% 73.54
Ltd.
2 Tata Technologies -0.24% (7.31) -0.75% (4.66) -0.48% (0.40) -0.72% (5.06)
(Thailand) Limited
3 Tata Manufacturing 1.92% 57.40 3.39% 21.14 0.61% 0.51 3.06% 21.65
Technologies Consulting
(Shanghai) Limited
4 INCAT International Plc. 1.57% 47.03 0.00% 0.01 0.19% 0.16 0.02% 0.17
5 Tata Technologies 42.80% 1,279.46 36.34% 226.79 25.78% 21.54 35.11% 248.33
Europe Limited
6 Tata Technologies 0.10% 2.86 -0.60% (3.74) -0.07% (0.06) -0.53% (3.80)
Nordics AB ^ (Formerly
known as Escenda
Engineering AB up to
November 01, 2020)
7 Tata Technologies 0.73% 21.82 0.05% 0.32 1.54% 1.29 0.23% 1.61
GmbH^ (Formerly
knowen as INCAT GmbH
upto March 30, 2022)
8 Tata Technologies Inc. 22.04% 658.92 10.39% 64.81 57.43% 47.99 15.94% 112.80
9 Tata Technologies de 0.10% 2.87 -0.08% (0.50) 0.00% - -0.07% (0.50)
Mexico, S.A. de C.V (in
process of liquidation)
10 Cambric Limited, 0.77% 23.06 0.01% 0.07 0.00% - 0.01% 0.07
Bahama
11 Tata Technologies SRL, 2.66% 79.65 1.77% 11.07 0.00% - 1.56% 11.07
Romania
12 INCAT International 0.67% 19.92 -0.02% (0.15) 0.53% 0.44 0.04% 0.29
Limited ESOP 2000
Joint Ventures (investment
as per the equity method)
- Indian
Tata HAL Technologies Ltd 0.00% - 0.00% - 0.00% - 0.00% -
Consolidation Adjustment -38.79% (1,159.47) -0.31% (1.91) 18.00% 15.04 1.86% 13.13

136
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Consolidated Financial Statement

Net Assets, i.e., total

Share in profit or Share in other Share in total
assets minus total
(loss) comprehensive income comprehensive income
liabilities
Sr. Name of the entity in As % of
No. the group As % of
As % of consolidated As % of total
consolidated
consolidated ` Crore ` Crore other ` Crore comprehensive ` Crore
profit or
net assets comprehensive income
(loss)
income
Total 100.00% 2,989.45 100.00% 624.03 100.00% 83.56 100.00% 707.59

40 Additional information pursuant to para 2 of general instructions for the preparation of

Consolidated Financial Statements as on March 31, 2022

Net Assets, i.e., total

Share in profit or Share in other Share in total
assets minus total
(loss) comprehensive income comprehensive income
liabilities
Sr. Name of the entity in As % of
No. the group As % of
As % of consolidated As % of total
consolidated
consolidated ` Crore ` Crore other ` Crore comprehensive ` Crore
profit or
net assets comprehensive income
(loss)
income
Parent Company
Tata Technologies Limited 34.38% 783.94 50.01% 218.53 325.68% (9.64) 48.13% 208.89
Direct Subsidiaries -
Indian
Tata Technologies Limited 0.09% 2.16 0.03% 0.11 0.00% - 0.03% 0.11
Employees Stock Option
Trust
Direct and Indirect
Subsidiaries - Foreign
1 Tata Technologies Pte. 38.05% 867.61 3.49% 15.23 -1013.18% 29.99 10.42% 45.22
Ltd.
2 Tata Technologies -0.10% (2.25) -0.34% (1.50) -2.36% 0.07 -0.33% (1.43)
(Thailand) Limited
3 Tata Manufacturing 1.57% 35.76 -2.77% (12.10) -94.26% 2.79 -2.15% (9.31)
Technologies
Consulting (Shanghai)
Limited
4 INCAT International 2.05% 46.85 0.00% (0.01) 21.28% (0.63) -0.15% (0.64)
Plc.
5 Tata Technologies 45.22% 1,031.13 34.86% 152.33 496.62% (14.70) 31.72% 137.63
Europe Limited
6 Tata Technologies 0.29% 6.66 -0.03% (0.13) 6.76% (0.20) -0.07% (0.33)
Nordics AB ^
(Formerly known as
Escenda Engineering
AB up to November
01, 2020)
7 Tata Technologies 0.89% 20.22 0.08% 0.33 12.84% (0.38) -0.01% (0.05)
GmbH^ (Formerly
knowen as INCAT
GmbH upto March 30,
2022)
8 Tata Technologies Inc. 20.86% 475.64 12.09% 52.83 -527.03% 15.60 15.77% 68.43

Annual Report 2022-23 137

Notes Forming Part of the Consolidated Financial Statement

Net Assets, i.e., total

Share in profit or Share in other Share in total
assets minus total
(loss) comprehensive income comprehensive income
liabilities
Sr. Name of the entity in As % of
No. the group As % of
As % of consolidated As % of total
consolidated
consolidated ` Crore ` Crore other ` Crore comprehensive ` Crore
profit or
net assets comprehensive income
(loss)
income
9 Tata Technologies 0.13% 2.87 0.03% 0.12 0.00% - 0.03% 0.12
de Mexico, S.A. de
C.V (in process of
liquidation)
10 Cambric Limited, 0.93% 21.20 0.00% (0.01) 0.00% - 0.00% (0.01)
Bahama
11 Tata Technologies 2.80% 63.82 1.35% 5.91 0.00% - 1.36% 5.91
SRL, Romania
12 INCAT International 0.86% 19.63 0.00% 0.01 26.35% (0.78) -0.18% (0.77)
Limited ESOP 2000
Joint Ventures
(investment as per the
equity method) - Indian
Tata HAL Technologies Ltd 0.04% 0.84 0.00% - 0.00% - 0.00% -
Consolidation Adjustment -48.06% (1,095.93) 1.22% 5.32 847.30% (25.08) -4.55% (19.76)
Total 100.00% 2,280.15 100.00% 436.97 100.00% (2.96) 100.00% 434.01

41. Liquidation of Tata technologies de Mexico, S.A. de C.V

The Board of Directors of the Company has approved a plan of liquidation of its group entity in Mexico viz. Tata
technologies de Mexico, S.A. de C.V. and accordingly appointed a liquidator vide resolution passed on December 20,
2019. The application for liquidation has been filed by the liquidator and is pending for approval with Public Registry
of Commerce in Mexico. As a result, the Company changed its basis of accounting on December 20, 2019 from going
concern basis to a liquidation basis and has recorded the assets and liabilities of the company on liquidation basis
as on March 31, 2023 and March 31, 2022. A summary of assets and liabilities of the company is as given below:
(Amount in ` Crore)

Particulars As at March 31, 2023 As at March 31, 2022

PESO Million ` Crore PESO Million ` Crore
Trade Receivables - - 0.78 0.30
Other Financial Assets 9.21 4.19 10.01 3.80
Other Assets 1.12 0.51 1.12 0.43
Total Assets (A) 10.33 4.70 11.91 4.53
Trade Payables 4.01 1.83 4.36 1.66
Other Liabilities - - - -
Total Liabilities (B) 4.01 1.83 4.36 1.66
Net asset value (A-B) 6.32 2.87 7.55 2.87

138
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Consolidated Financial Statement

42 (a) Investments in Faraday Future Intelligent Electric Inc.

During FY 19, Tata Technologies Inc. (”TT Inc.”) suspended services to one of the customer based out in the
North America due to non payment of pending dues, owing to severe financial troubles. Owing to significant
deterioration of credit quality, the total trade receivable from the customer amounting to ` 32.00 crore was
fully provided for in the books of accounts.

In August 2020, TT Inc. received a proposal from the customer on their plan to merge with a Special Purpose
Acquisition Company (“SPAC”) which will be listed in Nasdaq stock exchange. TT Inc. agreed with the customer,
that in addition to total receivable, TT Inc. will also received simple interest on the total receivable as well as
the exit fees, together amounting to ` 5.30 crore. This resulted in total receivable from the customer amounting
to ` 37.30 crore (inclusive of interest income and exit fees as mentioned above).

During the year ended March 31, 2022 out of the total receivable of ` 37.30 crore from the customer, ` 5.30 crore
on account of interest and exit fees and accounted for as Other non-operating income under note no. 23. TT
Inc. also received ` 12.00 crore from the outstanding receivables of ` 32.00 crore immediately after close of
the merger date. For the balance receivable of ` 25.30 crore, customer has given total 340,852 equity shares
of SPAC @ USD 10 per share.

TT Inc. sold all the shares during FY 22 and the loss of ` 4.76 crore was recognised under loss on sale of
investments measured at FVTPL (refer note 23). The transaction resulted in net gain of ` 0.54 crore comprising
of simple interest and exit fees received of ` 5.30 crore and loss on sale of shares of ` 4.76 crore.

42 (b) Proposed Initial Public Offer

The Holding Company has filed draft red herring prospectus on March 09, 2023 with the objects of achieving the
benefits of listing the equity shares on the stock exchanges and to carry out the offer for sale upto 95,708,984
equity shares by the selling shareholders. The Holding Company will not receive any proceeds from the offer
and all such proceeds (net of offer related expenses to be borne by the selling shareholders) will go the selling
shareholders. The offer has been authorized by resolution of Board of Directors at their meeting held on
December 12, 2022. Further the Board has noted the offer for sale by the selling shareholders pursuant to the
resolution dated March 09, 2023.

42 (c) Dividends
Dividends are declared based on profits available for the distribution. On May 05, 2023, the Board of Directors
have proposed a final dividend of ` 7.70 per share and a one-time special dividend of ` 4.60 per share in
respect of the year ended March 31, 2023. The total proposed dividend for the year ended March 31, 2023,
that is the final dividend and one-time special dividend amounts to ` 12.30 per share, subject to approval of
shareholders at the Annual General Meeting, and if approved, would result in a cash outflow of approximately
` 498.97 crore.

42 (d) Additional regulatory information required by Schedule III

(i) Details of benami property held
 No proceedings have been initiated or pending against the Group under the Benami Transactions
(Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder

(ii) Wilful defaulter

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

Annual Report 2022-23 139

Notes Forming Part of the Consolidated Financial Statement

(iii) Borrowings secured against current assets

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

(iv) Relationship with struck off companies

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

(vii) Utilisation of borrowed funds and share premium

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

The Group 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 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 Group has not traded or invested in Crypto currency or Virtual Currency during the current or
previous year.

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

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

140
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Consolidated Financial Statement

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

43. P
 revious year’s figures have been regrouped / reclassified wherever necessary to correspond with current year’s
classification / disclosure.

As per our report of even date attached For and on behalf of the Board
For B S R & Co. LLP
Chartered Accountants
Firm Registration No: 101248W/W -100022

Swapnil Dakshindas Ajoyendra Mukherjee Warren Harris

Partner Chairman Managing Director
Membership No: 113896 DIN: 00350269 DIN: 02098548
ICAI UDIN: 23113896BGYERV3283

Savitha Balachandran Vikrant Gandhe

Chief Financial Officer Company Secretary
Pune : May 05, 2023 Pune: May 05, 2023

Annual Report 2022-23 141

Standalone Financial
Statements
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Independent Auditor’s Report

To the Members of Tata Technologies Limited state of affairs, profit and other comprehensive loss,
Report on the Audit of the Standalone Financial changes in equity and cash flows of the Company in
Statements accordance with the accounting principles generally
accepted in India, including the Indian Accounting
Opinion
Standards (Ind AS) specified under Section 133 of the Act.
We have audited the standalone financial statements This responsibility also includes maintenance of adequate
of Tata Technologies Limited (the “Company”) which
accounting records in accordance with the provisions of
comprise the standalone balance sheet as at 31 March
the Act for safeguarding of the assets of the Company
2023, and the standalone statement of profit and loss
and for preventing and detecting frauds and other
(including other comprehensive income), standalone
irregularities; selection and application of appropriate
statement of changes in equity and standalone
accounting policies; making judgments and estimates that
statement of cash flows for the year then ended, and
are reasonable and prudent; and design, implementation
notes to the standalone financial statements, including
and maintenance of adequate internal financial controls,
a summary of significant accounting policies and other
that were operating effectively for ensuring the accuracy
explanatory information.
and completeness of the accounting records, relevant
In our opinion and to the best of our information and to the preparation and presentation of the standalone
according to the explanations given to us, the aforesaid financial statements that give a true and fair view and are
standalone financial statements give the information free from material misstatement, whether due to fraud
required by the Companies Act, 2013 (“Act”) in the manner or error.
so required and give a true and fair view in conformity with
the accounting principles generally accepted in India, of In preparing the standalone financial statements, the
the state of affairs of the Company as at 31 March 2023, Management and Board of Directors are responsible for
and its profit and other comprehensive loss, changes in assessing the Company’s ability to continue as a going
equity and its cash flows for the year ended on that date. concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting
Basis for Opinion unless the Board of Directors either intends to liquidate
the Company or to cease operations, or has no realistic
We conducted our audit in accordance with the
Standards on Auditing (SAs) specified under Section alternative but to do so.
143(10) of the Act. Our responsibilities under those SAs
are further described in the Auditor’s Responsibilities for The Board of Directors is also responsible for overseeing
the Audit of the Standalone Financial Statements section the Company’s financial reporting process.
of our report. We are independent of the Company in
accordance with the Code of Ethics issued by the Institute Auditor’s Responsibilities for the Audit of the
of Chartered Accountants of India together with the Standalone Financial Statements
ethical requirements that are relevant to our audit of the Our objectives are to obtain reasonable assurance about
standalone financial statements under the provisions of whether the standalone financial statements as a whole
the Act and the Rules thereunder, and we have fulfilled are free from material misstatement, whether due to fraud
our other ethical responsibilities in accordance with or error, and to issue an auditor’s report that includes
these requirements and the Code of Ethics. We believe our opinion. Reasonable assurance is a high level of
that the audit evidence we have obtained is sufficient assurance, but is not a guarantee that an audit conducted
and appropriate to provide a basis for our opinion on the in accordance with SAs will always detect a material
standalone financial statements. misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually
Management’s and Board of Directors’ or in the aggregate, they could reasonably be expected
Responsibilities for the Standalone Financial to influence the economic decisions of users taken on the
Statements basis of these standalone financial statements.
The Company’s Management and Board of Directors are
responsible for the matters stated in Section 134(5) of the As part of an audit in accordance with SAs, we exercise
Act with respect to the preparation of these standalone professional judgment and maintain professional
financial statements that give a true and fair view of the skepticism throughout the audit. We also:

Annual Report 2022-23 143

• Identify and assess the risks of material misstatement We also provide those charged with governance with
of the standalone financial statements, whether due a statement that we have complied with relevant
to fraud or error, design and perform audit procedures ethical requirements regarding independence, and to
responsive to those risks, and obtain audit evidence communicate with them all relationships and other
that is sufficient and appropriate to provide a basis matters that may reasonably be thought to bear on our
for our opinion. The risk of not detecting a material independence, and where applicable, related safeguards.
misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion, Report on Other Legal and Regulatory
forgery, intentional omissions, misrepresentations, or Requirements
the override of internal control. 1. As required by the Companies (Auditor’s Report)
Order, 2020 (“the Order”) issued by the Central
• Obtain an understanding of internal control relevant Government of India in terms of Section 143(11) of the
to the audit in order to design audit procedures that Act, we give in the “Annexure A” a statement on the
are appropriate in the circumstances. Under Section matters specified in paragraphs 3 and 4 of the Order,
143(3)(i) of the Act, we are also responsible for to the extent applicable.
expressing our opinion on whether the company has
adequate internal financial controls with reference 2 A. As required by Section 143(3) of the Act, we
to financial statements in place and the operating report that:
effectiveness of such controls.
a. We have sought and obtained all the
• Evaluate the appropriateness of accounting policies information and explanations which to
used and the reasonableness of accounting estimates the best of our knowledge and belief were
and related disclosures made by the Management necessary for the purposes of our audit.
and Board of Directors.
b. In our opinion, proper books of account
• Conclude on the appropriateness of the Management as required by law have been kept by the
and Board of Directors use of the going concern Company so far as it appears from our
basis of accounting in preparation of standalone examination of those books.
financial statements and, based on the audit
evidence obtained, whether a material uncertainty c. The standalone balance sheet, the
exists related to events or conditions that may standalone statement of profit and loss
cast significant doubt on the Company’s ability to (including other comprehensive income),
continue as a going concern. If we conclude that the standalone statement of changes in
a material uncertainty exists, we are required to equity and the standalone statement of
draw attention in our auditor’s report to the related cash flows dealt with by this Report are in
disclosures in the standalone financial statements agreement with the books of account.
or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit d. In our opinion, the aforesaid standalone
evidence obtained up to the date of our auditor’s financial statements comply with the Ind
report. However, future events or conditions may AS specified under Section 133 of the Act.
cause the Company to cease to continue as a
going concern. e. On the basis of the written representations
received from the directors as on 31
• Evaluate the overall presentation, structure and March 2023 taken on record by the Board
content of the standalone financial statements, of Directors, none of the directors is
including the disclosures, and whether the standalone disqualified as on 31 March 2023 from being
financial statements represent the underlying appointed as a director in terms of Section
transactions and events in a manner that achieves 164(2) of the Act.
fair presentation.
f. With respect to the adequacy of the
We communicate with those charged with governance internal financial controls with reference
regarding, among other matters, the planned scope and to financial statements of the Company
timing of the audit and significant audit findings, including and the operating effectiveness of such
any significant deficiencies in internal control that we controls, refer to our separate Report in
identify during our audit. “Annexure B”.

144
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

B. With respect to the other matters to be included writing or otherwise, that the Company
in the Auditor’s Report in accordance with Rule shall directly or indirectly, lend or
11 of the Companies (Audit and Auditors) Rules, invest in other persons or entities
2014, in our opinion and to the best of our identified in any manner whatsoever
information and according to the explanations by or on behalf of the Funding Parties
given to us: (“Ultimate Beneficiaries”) or provide
any guarantee, security or the like on
a. The Company has disclosed the impact behalf of the Ultimate Beneficiaries.
of pending litigations as at 31 March 2023
on its financial position in its standalone (iii) Based on the audit procedures
financial statements - Refer Note 28 to the performed that have been considered
standalone financial statements. reasonable and appropriate in the
circumstances, nothing has come
b. The Company did not have any long-term to our notice that has caused us to
contracts including derivative contracts believe that the representations under
for which there were any material sub-clause (i) and (ii) of Rule 11(e), as
foreseeable losses. provided under (i) and (ii) above,
contain any material misstatement.
c. There has been no delay in transferring
amounts, required to be transferred, to the
e. As stated in Note 36(e) to the standalone
Investor Education and Protection Fund by
financial statements, the Board of Directors
the Company.
of the Company have proposed final
dividend for the year which is subject to
d (i) The management has represented
the approval of the members at the ensuing
that, to the best of its knowledge
Annual General Meeting. The dividend
and belief, as disclosed in the Note
declared is in accordance with Section
36(f)(vii) to the standalone financial
123 of the Act to the extent it applies to
statements, no funds have been
declaration of dividend.
advanced or loaned or invested
(either from borrowed funds or share
C. With respect to the matter to be included in the
premium or any other sources or kind
Auditor’s Report under Section 197(16) of the Act:
of funds) by the Company to or in any
other person(s) or entity(ies), including
In our opinion and according to the information
foreign entities (“Intermediaries”), with
and explanations given to us, the remuneration
the understanding, whether recorded
paid by the Company to its directors during the
in writing or otherwise, that the
current year is in accordance with the provisions
Intermediary shall directly or indirectly
of Section 197 of the Act. The remuneration paid/
lend or invest in other persons or entities
payable to any director is not in excess of the
identified in any manner whatsoever
limit laid down under Section 197 of the Act. The
by or on behalf of the Company
(“Ultimate Beneficiaries”) or provide Ministry of Corporate Affairs has not prescribed
any guarantee, security or the like on other details under Section 197(16) of the Act
behalf of the Ultimate Beneficiaries. which are required to be commented upon
by us.
(ii) The management has represented
that, to the best of its knowledge and For B S R & Co. LLP
belief, as disclosed in the Note 36(f)(vii) Chartered Accountants
to the standalone financial statements, Firm’s Registration No.:101248W/W-100022
no funds have been received by
the Company from any person(s) Swapnil Dakshindas
or entity(ies), including foreign Partner
entities (“Funding Parties”), with the Place: Pune  Membership No.: 113896
understanding, whether recorded in Date: 05 May 2023 ICAI UDIN: 23113896BGYERW8422

Annual Report 2022-23 145

Annexure A to the Independent Auditor’s Report on the Standalone Financial Statements of Tata
Technologies Limited for the year ended 31 March 2023
(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of
even date)

(i) (a) (A) The Company has maintained proper (ii) (a) The Company is a service company, primarily
records showing full particulars, including rendering technology and related services.
quantitative details and situation of Accordingly, it does not hold any physical
Property, Plant and Equipment. inventories. Accordingly, clause 3(ii)(a) of the
Order is not applicable.
(B) The Company has maintained proper records
showing full particulars of intangible assets. (b) According to the information and explanations
given to us and on the basis of our examination
(i) (b) According to the information and explanations of the records of the Company, the Company
given to us and on the basis of our examination has not been sanctioned any working capital
of the records of the Company, the Company limits in excess of five crore rupees in aggregate
has a regular programme of physical verification from banks and financial institutions on the basis
of its Property, Plant and Equipment by which of security of current assets at any point of time
all property, plant and equipment are verified in of the year. Accordingly, clause 3(ii)(b) of the
a phased manner over a period of three years. Order is not applicable to the Company.
In accordance with this programme, certain
property, plant and equipment were verified (iii) According to the information and explanations
given to us and on the basis of our examination
during the year. In our opinion, this periodicity of
of the records of the Company, the Company has
physical verification is reasonable having regard
not made any investments, provided guarantee or
to the size of the Company and the nature of its
security or granted advances in the nature of loans,
assets. No material discrepancies were noticed
secured or unsecured, to companies, firms, limited
on such verification.
liability partnerships or any other parties during the
year except unsecured loans granted to its holding
(c) According to the information and explanations
company during the year, in respect of which the
given to us and on the basis of our examination
requisite information is as below in clause (iii) (a).
of the records of the Company, the Company
does not have any immovable property (other
(a) Based on the audit procedures carried on by
than immovable properties where the Company
us and as per the information and explanations
is the lessee and the leases agreements are duly
given to us the Company has provided loans to
executed in favour of the lessee). Accordingly, holding company as below:
clause 3(i)(c) of the Order is not applicable.

(d) According to the information and explanations Particulars

Unsecured Loan
given to us and on the basis of our examination of (` in crores)

the records of the Company, the Company has Aggregate amount of loan
provided during the year
not revalued its Property, Plant and Equipment
– Holding Company 1,839.50
(including Right of Use assets) or intangible
Balance outstanding as at 484.75
assets or both during the year. balance sheet date
– Holding Company
(e) According to the information and explanations
given to us and on the basis of our examination (b) According to the information and explanations
of the records of the Company, there are no given to us and based on the audit procedures
proceedings initiated or pending against the conducted by us, we are of the opinion that the
Company for holding any benami property under terms and conditions of the aforesaid loans are
the Prohibition of Benami Property Transactions prima facie, not prejudicial to the interest of
Act, 1988 and rules made thereunder. the Company.

146
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

(c) According to the information and explanations to us, the Company has complied with the provisions
given to us and on the basis of our examination of Section 186 of the Act in respect of the loans and
of the records of the Company, the aforesaid investments made. However, the Company has not
loan is repayable on demand. As informed to us, issued any guarantees or provided any security.
the holding company is repaying the principal
amounts whenever called. Thus, there has been (v) The Company has not accepted any deposits or
no default on the part of the party to whom the amounts which are deemed to be deposits from
money has been lent. The payment of interest the public. Accordingly, clause 3(v) of the Order is
has been regular. Further, the Company has not not applicable.
given any advance in the nature of loan to any
party during the year. (vi) According to the information and explanations given
to us, the Central Government has not prescribed the
(d) According to the information and explanations maintenance of cost records under Section 148(1) of
given to us and on the basis of our examination of the Act for the any of the services rendered by the
the records of the Company, there is no overdue Company. Accordingly, clause 3(vi) of the Order is
amount for more than ninety days in respect of not applicable.
loans given. Further, the Company has not given
any advances in the nature of loans to any party (vii) (a) The Company does not have liability in respect
during the year. of Service tax, Duty of excise, Sales tax and Value
added tax during the year since effective 1 July
(e) According to the information and explanations 2017, these statutory dues has been subsumed
given to us and on the basis of our examination into GST.
of the records of the Company, there is no loan
or advance in the nature of loan granted falling According to the information and explanations
due during the year, which has been renewed given to us and on the basis of our examination
or extended or fresh loans granted to settle the of the records of the Company, in our opinion
overdues of existing loans given to same parties. amounts deducted / accrued in the books of
account in respect of undisputed statutory dues
(f) According to the information and explanations including Goods and Service Tax, Provident Fund,
given to us and on the basis of our examination Employees State Insurance, Income-Tax, Duty of
of the records of the Company, in our opinion Customs or Cess or other statutory dues have
the Company has not granted any loans or been regularly deposited by the Company with
advances in the nature of loans either repayable the appropriate authorities except in connection
on demand or without specifying any terms or with certain employee related dues as more
period of repayment except for the following fully described in note 28(b) to the standalone
loans to related parties as defined in Clause (76) Financial statements.
of Section 2 of the Companies Act, 2013 (“the
Act”): According to the information and explanations
given to us and on the basis of our examination
of the records of the Company, no undisputed
Unsecured Loan
Particulars amounts payable in respect of Goods and
(` in crores)
Service Tax, Provident Fund, Employees State
Aggregate of loans provided 1,839.50
during the year Insurance, Income-Tax, Duty of Customs or Cess
- Repayable on demand or other statutory dues were in arrears as at 31
Percentage of loans to the total 100% March 2023 for a period of more than six months
loans from the date they became payable except in
connection with certain employee related dues
(iv) According to the information and explanations as more fully described in note 28(b) to the
given to us and on the basis of our examination of standalone Financial statements.
the records, the Company has not granted any
loans or provided any guarantees or security to the (b) According to the information and explanations
parties covered under Section 185. In our opinion and given to us, there are no statutory dues relating
according to the information and explanations given to Goods and Service Tax, Provident Fund,

Annual Report 2022-23 147

 Employees State Insurance, Income-Tax, Duty of Customs or Cess or other statutory dues, which have not
been deposited with the appropriate authorities on account of any dispute. The particulars of dues of service
tax and Sales tax which have not been deposited on account of any dispute are as follows:

Period to which Forum where

Nature of the Amount Amount Unpaid
Name of the statute the amount dispute is
dues (` in crore) (` in crore)
relates pending
Finance Act, 1994
(Service tax provisions) Service Tax 1.62 1.62 2008-09 High Court
Finance Act, 1994
(Service tax provisions) Service Tax 3.54 3.54 2008-10 High Court

(viii) According to the information and explanations funds from any entity or person on account of
given to us and on the basis of our examination of or to meet the obligations of its subsidiaries, or
the records of the Company, the Company has not joint ventures as defined under the Act.
surrendered or disclosed any transactions, previously
unrecorded as income in the books of account, in the (f) According to the information and explanations
tax assessments under the Income Tax Act, 1961 as given to us and procedures performed by us, we
income during the year. report that the Company has not raised loans
during the year on the pledge of securities held
(ix) (a) According to the information and explanations in its subsidiaries, or joint ventures (as defined
given to us and on the basis of our examination under the Act).
of the records of the Company, the Company
did not have any loans or borrowings from any (x) (a) The Company has not raised any moneys by
lender during the year. Accordingly, clause 3(ix) way of initial public offer or further public offer
(a) of the Order is not applicable to the Company. (including debt instruments). Accordingly, clause
3(x)(a) of the Order is not applicable.
(b) According to the information and explanations
given to us and on the basis of our examination (b) According to the information and explanations
of the records of the Company, the Company given to us and on the basis of our examination of
has not been declared a wilful defaulter by any the records of the Company, the Company has
bank or financial institution or government or not made any preferential allotment or private
government authority. placement of shares or fully or partly convertible
debentures during the year. Accordingly, clause
(c) According to the information and explanations 3(x)(b) of the Order is not applicable.
given to us by the management, the Company
has not obtained any term loans during the (xi) (a) Based on examination of the books and records
year. Accordingly, clause 3(ix)(c) of the Order is of the Company and according to the information
not applicable. and explanations given to us, no fraud by the
Company or on the Company has been noticed
(d) According to the information and explanations or reported during the course of the audit.
given to us and on an overall examination of the
balance sheet of the Company, we report that (b) According to the information and explanations
no funds raised on short-term basis have been given to us, no report under sub-section (12)
used for long-term purposes by the Company. of Section 143 of the Act has been filed by the
Accordingly, clause 3(ix)(d) of the Order is auditors in Form ADT-4 as prescribed under Rule
not applicable. 13 of the Companies (Audit and Auditors) Rules,
2014 with the Central Government.
(e) According to the information and explanations
given to us and on an overall examination of the (c) Establishment of vigil mechanism is not
standalone financial statements of the Company, mandated for the Company. We have taken into
we report that the Company has not taken any consideration the whistle blower complaints

148
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

received under the vigil mechanism established as part of the Group. The Group has six CICs as
voluntarily by the Company during the year and part of the Group
shared with us while determining the nature,
timing and extent of our audit procedures. (xvii) The Company has not incurred cash losses
in the current and in the immediately preceding
(xii) According to the information and explanations given to
us, the Company is not a Nidhi Company. Accordingly, financial year.
clause 3(xii) of the Order is not applicable.
(xviii)T here has been no resignation of the statutory
(xiii) In our opinion and according to the information auditors during the year. Accordingly, clause 3(xviii)
and explanations given to us, the transactions with of the Order is not applicable.
related parties are in compliance with Section 177 and
188 of the Act, where applicable, and the details of (xix) According to the information and explanations given
the related party transactions have been disclosed
to us and on the basis of the financial ratios, ageing
in the standalone financial statements as required by
and expected dates of realisation of financial assets
the applicable accounting standards.
and payment of financial liabilities, our knowledge
(xiv) (a) Based on information and explanations provided of the Board of Directors and management plans
to us and our audit procedures, in our opinion, and based on our examination of the evidence
the Company has an internal audit system supporting the assumptions, nothing has come to
commensurate with the size and nature of
our attention, which causes us to believe that any
its business.
material uncertainty exists as on the date of the audit
(b) We have considered the internal audit reports report that the Company is not capable of meeting
of the Company issued till date for the period its liabilities existing at the date of balance sheet as
under audit. and when they fall due within a period of one year
from the balance sheet date. We, however, state that
(xv) In our opinion and according to the information
and explanations given to us, the Company has not this is not an assurance as to the future viability of
entered into any non-cash transactions with its the Company. We further state that our reporting is
directors or persons connected to its directors and based on the facts up to the date of the audit report
hence, provisions of Section 192 of the Act are not and we neither give any guarantee nor any assurance
applicable to the Company. that all liabilities falling due within a period of one
year from the balance sheet date, will get discharged
(xvi) (a) The Company is not required to be registered
under Section 45-IA of the Reserve Bank of India by the Company as and when they fall due.
Act, 1934. Accordingly, clause 3(xvi)(a) of the
Order is not applicable. (xx) In our opinion and according to the information and
explanations given to us, there is no unspent amount
(b) The Company is not required to be registered under sub-section (5) of Section 135 of the Act
under Section 45-IA of the Reserve Bank of India
pursuant to any project. Accordingly, clauses 3(xx)
Act, 1934. Accordingly, clause 3(xvi)(b) of the
(a) and 3(xx)(b) of the Order are not applicable.
Order is not applicable.

(c) The Company is not a Core Investment Company For B S R & Co. LLP
(CIC) as defined in the regulations made by the Chartered Accountants
Reserve Bank of India. Accordingly, clause 3(xvi) Firm’s Registration No.:101248W/W-100022
(c) of the Order is not applicable.
Swapnil Dakshindas
(d) According to the information and explanations
provided to us, the Group (as per the provisions Partner
of the Core Investment Companies (Reserve Place: Pune  Membership No.: 113896
Bank) Directions, 2016) has more than one CIC Date: 05 May 2023 ICAI UDIN:23113896BGYERW8422

Annual Report 2022-23 149

Annexure B to the Independent Auditor’s Report on the standalone financial statements of Tata
Technologies Limited for the year ended 31 March 2023
Report on the internal financial controls with reference to the aforesaid standalone financial statements under
Clause (i) of Sub-section 3 of Section 143 of the Act
(Referred to in paragraph 2(A)(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our
report of even date)

Opinion require that we comply with ethical requirements and plan

We have audited the internal financial controls with and perform the audit to obtain reasonable assurance
reference to financial statements of Tata Technologies about whether adequate internal financial controls with
Limited (“the Company”) as of 31 March 2023 in conjunction reference to financial statements were established and
with our audit of the standalone financial statements of maintained and if such controls operated effectively in
the Company for the year ended on that date. all material respects.

In our opinion, the Company has, in all material respects, Our audit involves performing procedures to obtain audit
adequate internal financial controls with reference to evidence about the adequacy of the internal financial
financial statements and such internal financial controls controls with reference to financial statements and their
were operating effectively as at 31 March 2023, based operating effectiveness. Our audit of internal financial
on the internal financial controls with reference to controls with reference to financial statements included
financial statements criteria established by the Company obtaining an understanding of internal financial controls
considering the essential components of internal control with reference to financial statements, assessing the risk
stated in the Guidance Note on Audit of Internal Financial that a material weakness exists, and testing and evaluating
Controls Over Financial Reporting issued by the Institute the design and operating effectiveness of internal control
of Chartered Accountants of India (the “Guidance Note”). based on the assessed risk. The procedures selected
depend on the auditor’s judgement, including the
Management’s and Board of Directors’ assessment of the risks of material misstatement of the
Responsibilities for Internal Financial Controls standalone financial statements, whether due to fraud
The Company’s Management and the Board of Directors or error.
are responsible for establishing and maintaining internal
financial controls based on the internal financial controls We believe that the audit evidence we have obtained is
with reference to financial statements criteria established sufficient and appropriate to provide a basis for our audit
by the Company considering the essential components opinion on the Company’s internal financial controls with
of internal control stated in the Guidance Note. These reference to financial statements.
responsibilities include the design, implementation and
maintenance of adequate internal financial controls that Meaning of Internal Financial Controls with
were operating effectively for ensuring the orderly and Reference to Financial Statements
efficient conduct of its business, including adherence A company’s internal financial controls with reference
to company’s policies, the safeguarding of its assets, to financial statements is a process designed to provide
the prevention and detection of frauds and errors, the reasonable assurance regarding the reliability of financial
accuracy and completeness of the accounting records, reporting and the preparation of standalone financial
and the timely preparation of reliable financial information, statements for external purposes in accordance with
as required under the Act. generally accepted accounting principles. A company’s
internal financial controls with reference to financial
Auditor’s Responsibility statements include those policies and procedures that (1)
Our responsibility is to express an opinion on the pertain to the maintenance of records that, in reasonable
Company’s internal financial controls with reference to detail, accurately and fairly reflect the transactions and
financial statements based on our audit. We conducted dispositions of the assets of the company; (2) provide
our audit in accordance with the Guidance Note and reasonable assurance that transactions are recorded as
the Standards on Auditing, prescribed under Section necessary to permit preparation of standalone financial
143(10) of the Act, to the extent applicable to an audit statements in accordance with generally accepted
of internal financial controls with reference to financial accounting principles, and that receipts and expenditures
statements. Those Standards and the Guidance Note of the company are being made only in accordance

150
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

with authorisations of management and directors of reference to financial statements to future periods are
the company; and (3) provide reasonable assurance subject to the risk that the internal financial controls
regarding prevention or timely detection of unauthorised with reference to financial statements may become
acquisition, use, or disposition of the company’s assets inadequate because of changes in conditions, or that the
that could have a material effect on the standalone degree of compliance with the policies or procedures
financial statements. may deteriorate.

Inherent Limitations of Internal Financial For B S R & Co. LLP

Controls with Reference to Financial Statements Chartered Accountants
Because of the inherent limitations of internal financial Firm’s Registration No.:101248W/W-100022
controls with reference to financial statements, including
the possibility of collusion or improper management Swapnil Dakshindas
override of controls, material misstatements due to error Partner
or fraud may occur and not be detected. Also, projections Place: Pune  Membership No.: 113896
of any evaluation of the internal financial controls with Date: 05 May 2023 ICAI UDIN:23113896BGYERW8422

Annual Report 2022-23 151

Standalone Balance Sheet
(Amount in ` crore)

Note As at As at
No March 31, 2023 March 31, 2022
I. ASSETS
(1) Non-current Assets
(a) Property, Plant and Equipment 3 83.38 76.85
(b) Capital work-in-progress 3 2.65 0.26
(c) Right-of-use-asset 4 74.84 84.48
(d) Intangible assets 5 19.85 22.60
(e) Intangible assets under development 5 0.10 -
(f) Investments in subsidiaries and joint venture 6 218.91 218.91
(g) Financial assets:
(i) Loans 8 - 0.02
(ii) Other financial assets 10 11.46 9.53
(h) Income tax assets (net) 11 30.52 30.31
(i) Deferred tax assets (net) 11 54.96 42.04
(j) Other non-current assets 12 79.65 37.66
Total Non-current Assets 576.32 522.66
(2) Current Assets
(a) Financial assets:
(i) Investments 7 29.78 527.68
(ii) Trade receivables
(a) Billed 13 346.42 275.06
(b) Unbilled 80.21 62.21
(iii) Cash and cash equivalents 14 68.70 13.21
(iv) Other bank balances 9 1.19 1.72
(v) Loans 8 485.75 42.82
(vi) Other financial assets 10 37.91 13.34
(b) Other current assets 12 971.75 645.52
Total Current Assets 2,021.71 1,581.56
Total Assets 2,598.03 2,104.22
II. EQUITY AND LIABILITIES
(1) Equity
(a) Equity Share capital 15 81.13 41.81
(b) Other Equity 16 938.76 742.15
Total Equity 1,019.89 783.96
Liabilities
(2) Non-current Liabilities
(a) Financial liabilities:
(i) Lease Liabilities 68.35 77.98
(ii) Other financial liabilities 18 0.54 0.35
(b) Provisions 19 22.78 18.65
Total Non-current Liabilities 91.67 96.98
(3) Current Liabilities
(a) Financial liabilities:
(i) Lease Liabilities 17.40 15.29
(ii) Trade payables 17
(a) total outstanding dues of micro enterprises and small enterprises 107.17 17.22
(b) total outstanding dues of creditors other than micro enterprises and 274.43 109.22
small enterprises
(iii) Other financial liabilities 18 4.58 255.86
(b) Other current liabilities 20 1,037.17 786.86
(c) Provisions 19 27.45 23.39
(d) Current tax liabilities (net) 11 18.27 15.44
Total Current Liabilities 1,486.47 1,223.28
Total Liabilities 1,578.14 1,320.26
Total Equity and Liabilities 2,598.03 2,104.22
See accompanying notes forming integral part of the Standalone financial statements 1-37
As per our report of even date attached For and on behalf of the Board
For B S R & Co. LLP
Chartered Accountants
Firm Registration No: 101248W/W -100022

Swapnil Dakshindas Ajoyendra Mukherjee Warren Harris

Partner Chairman Managing Director
Membership No: 113896 DIN: 00350269 DIN: 02098548
ICAI UDIN: 23113896BGYERW8422
Savitha Balachandran Vikrant Gandhe
Chief Financial Officer Company Secretary
Pune : May 05, 2023 Pune: May 05, 2023

152
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Standalone Statement of Profit and Loss

(Amount in ` crore)

Note For the year ended For the year ended

No March 31, 2023 March 31, 2022
I. Revenue from operations 21 2,112.28 1,730.76
II. Other income (net) 22 38.23 37.57
III. Total Income (I + II) 2,150.51 1,768.33
IV. Expenses :
(a) Purchases of technology solutions 450.16 470.70
(b) Outsourcing and consultancy charges 73.64 48.66
(c) Employee benefits expense 23 982.55 710.57
(d) Finance costs 24 11.66 14.48
(e) Depreciation and amortisation expense 25 61.17 49.84
(f) Other expenses 26 239.18 191.29
Total expenses (IV) 1,818.36 1,485.54
V. Profit before tax (III - IV) 332.15 282.79
VI. Tax Expense :
(a) Current tax 11 95.80 82.17
(b) Deferred tax 11 (7.68) (17.90)
88.12 64.27
VII. Profit for the year (V-VI) 244.03 218.52
VIII. Other comprehensive income/(loss) for the year
Items that will not be reclassified to profit or loss:
(i) Remeasurement of post employment benefits obligations (14.98) (14.60)
(ii) Income tax relating to above items 5.24 5.10
Items that will be reclassified to profit or loss
(i) Exchange differences on translation of operations of a foreign
branch (0.07) (0.15)
IX. Other comprehensive income/(loss) for the year (9.81) (9.65)
X. Total comprehensive income for the year (VII+IX) 234.22 208.87
XI. Earnings Per Equity Share (Face value of ` 2 each): 27
Ordinary shares:
(i) Basic (in ` ) 6.01 5.39
(ii) Diluted (in ` ) 6.01 5.39
See accompanying notes forming integral part of the Standalone Financial 1-37
Statements

As per our report of even date attached For and on behalf of the Board
For B S R & Co. LLP
Chartered Accountants
Firm Registration No: 101248W/W -100022

Swapnil Dakshindas Ajoyendra Mukherjee Warren Harris

Partner Chairman Managing Director
Membership No: 113896 DIN: 00350269 DIN: 02098548
ICAI UDIN: 23113896BGYERW8422
Savitha Balachandran Vikrant Gandhe
Chief Financial Officer Company Secretary
Pune : May 05, 2023 Pune: May 05, 2023

Annual Report 2022-23 153

Standalone Statement of Cash Flows
(Amount in ` crore)

For the year ended For the year ended

March 31, 2023 March 31, 2022
A. CASH FLOW FROM OPERATING ACTIVITIES
Profit for the year 244.03 218.52
Depreciation and amortisation 61.17 49.84
Bad debts written off 3.72 -
Export incentive written off - 13.33
Current tax 95.80 82.17
Deferred tax (7.68) (17.90)
Share-based payments to employees 1.06 -
Profit on derecognition of lease liabilities / right of use asset (0.69) (0.69)
Profit on sale of investments (net) (0.65) (0.55)
(Loss) / Profit on sale of tangible and intangible fixed assets 0.17 (0.07)
Interest income (27.25) (34.30)
Finance costs 11.66 14.48
Unrealised exchange loss / (gain) - (0.47)
Effect of exchange differences on translation of foreign currency cash & cash
equivalent - 2.14
Allowance for expected credit loss (net) (4.09) 18.95
Change in fair value of investments (0.02) (0.20)
Change in fair value of MTM 0.38 -
Operating profit before working capital changes 377.61 345.25
Working capital adjustments
(Increase) in trade receivables - Billed (current) (70.84) (56.16)
(Increase) in trade receivables - Unbilled (current) (18.00) 4.28
(Increase) in other current assets (326.23) (502.73)
(Increase) in other current financial assets (25.98) (7.12)
(Increase) in current loans (0.83) (0.31)
Decrease in non-current loans 0.02 0.23
(Increase) in other non-current assets (41.99) (29.19)
Increase in trade payables 255.20 49.65
(Decrease) / Increase in other financial liabilities (0.14) 0.15
Increase / (Decrease) in other current liabilities 297.77 (105.22)
(Decrease) / Increase in current provisions 4.06 19.39
(Decrease) / Increase in non-current provisions (10.85) (11.15)
CASH GENERATED FROM / (USED IN) OPERATIONS 439.80 (292.93)
Income taxes paid (net) (93.18) (76.90)
NET CASH GENERATED FROM / (USED IN) OPERATING ACTIVITIES 346.62 (369.83)

B. CASH FLOW FROM INVESTING ACTIVITIES

Deposits/restricted deposits with banks - 0.24
Interest received on bank deposit and others 0.40 0.66
Inter corporate deposits placed (1,839.50) (1,481.00)
Inter corporate deposits refunded 1,397.25 1,688.50
Interest received from bonds and inter corporate deposits 25.46 32.47
Payment for purchase of mutual funds (98.25) (567.47)
Proceeds from sale of Mutual Funds 596.82 532.62
Redemption of bonds - 5.00
Proceeds from sale of tangible and intangible fixed assets 0.11 0.14
Payment for purchase of tangible and intangible fixed assets (including capital
work in progress) (55.26) (49.94)
NET CASH GENERATED FROM INVESTING ACTIVITIES 27.03 161.22

C. CASH FLOW FROM FINANCING ACTIVITIES

Interest paid (0.01) (0.15)
Dividends paid (including dividend tax) - (0.25)
Expenditure for buy-back of equity shares (0.02) (0.13)
Payments for purchase of shares including premium (295.90) -
Repayment of lease liabilities (22.16) (18.67)
NET CASH (USED) IN FINANCING ACTIVITIES (318.09) (19.20)

154
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Standalone Statement of Cash Flows

(Amount in ` crore)

For the year ended For the year ended

March 31, 2023 March 31, 2022
NET INCREASE / (DECREASE) IN CASH & CASH EQUIVALENTS 55.56 (227.81)
Cash and cash equivalents at the end of the year (Also refer note iii) 68.70 13.21
Cash and cash equivalents at the beginning of the year 13.21 243.31
Less: Effect of exchange rate changes on cash and cash equivalents - (2.14)
Less: Translation adjustment on reserves of foreign branch (0.07) (0.15)
55.56 (227.81)
Notes:
(i) The above Cash Flow Statement has been prepared under the Indirect method set out in Indian Accounting Standard (Ind AS) 7 on
Statement of Cash Flows.
(ii) Prior period comparatives have been reclassified to conform with current period’s presentation, where applicable.
(iii) For the purpose of cash flow, Cash and cash equivalents comprise :

(Amount in ` crore)

As at As at
March 31, 2023 March 31, 2022
Balances with banks:
- Current account 42.05 11.84
- Deposits with maturity of less than three months - -
Cheques, drafts on hand/funds in transit 26.65 1.37
68.70 13.21

Change in liabilities arising from financing activities:

(Amount in ` crore)

As at As at
March 31, 2023 March 31, 2022
Opening balance 93.27 87.92
Additions 7.71 26.01
Interest accurred on lease liabilities 7.65 7.45
Principal payment of lease liabilities (14.51) (11.22)
Interest paid on lease liabilities (7.65) (7.45)
Deletions (0.03) (9.20)
Translation differences (0.69) (0.24)
Closing balance 85.75 93.27
Cash flow from operating activities for the year ended March 31, 2023 is after considering corporate social responsibility expenditure
of ` 5.55 crore (March 31, 2022: ` 5.48 crore)

See accompanying notes forming integral part of the Standalone financial statements 1-37

As per our report of even date attached For and on behalf of the Board
For B S R & Co. LLP
Chartered Accountants
Firm Registration No: 101248W/W -100022

Swapnil Dakshindas Ajoyendra Mukherjee Warren Harris

Partner Chairman Managing Director
Membership No: 113896 DIN: 00350269 DIN: 02098548
ICAI UDIN: 23113896BGYERW8422
Savitha Balachandran Vikrant Gandhe
Chief Financial Officer Company Secretary
Pune : May 05, 2023 Pune: May 05, 2023

Annual Report 2022-23 155

Standalone Statement of Changes in equity
Part A - Equity Share Capital
(Amount in ` crore)

Changes in equity share Changes in equity share

Restated balance as at Balance as at
Balance as at April 1, 2022 capital due to prior capital during
April 1, 2022 March 31, 2023
year errors the year *
41.81 - 41.81 39.32 81.13

(Amount in ` crore)

Changes in equity share

Restated balance as at Changes in equity share Balance as at March
Balance as at April 1, 2021 capital due to prior year
April 1, 2021 capital during the year 31, 2022
errors
41.81 - 41.81 - 41.81
* Refer note 15 (b) and 15 (c)

Part B - Other Equity

(Amount in ` crore)

Items of Other
Reserves and Surplus comprehensive
income
Exchange Total
Securities
Particulars Special differences Other
Premium Share
Capital Economic on translating Equity
Securities identified General options Retained
Redemption Zone the financial
Premium seperately for reserve outstanding earnings
Reserve Reinvestment statements
consolidation account
Reserve of a foreign
adjustment
operation
Balance as at April 1, 2021 259.08 23.16 134.65 1.25 - - 410.04 1.13 829.31
Profit for the year - - - - - - 218.52 - 218.52
Other comprehensive income /
(loss) for the year (net of tax) - - - - - - (9.50) (0.15) (9.65)
Total comprehensive income
for the year - - - - - - 209.02 (0.15) 208.87
Liability for buy-back (including
tax) (refer note 15) (245.79) - (50.11) - - - - - (295.90)
Expenditure on buy-back of
equity shares (refer note 15) (0.13) - - - - - - - (0.13)
Transfer to Special Economic
Zone Reinvestment Reserve - - - - 19.34 - (19.34) - -
Transfer from Special Economic
Zone Reinvestment Reserve - - - - (19.34) - 19.34 - -
Balance as at March 31, 2022 13.16 23.16 84.54 1.25 - - 619.06 0.98 742.15

156
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Standalone Statement of Changes in equity

(Amount in ` crore)

Items of Other
Reserves and Surplus comprehensive
income
Exchange Total
Securities
Particulars Special differences Other
Premium Share
Capital Economic on translating Equity
Securities identified General options Retained
Redemption Zone the financial
Premium seperately for reserve outstanding earnings
Reserve Reinvestment statements
consolidation account
Reserve of a foreign
adjustment
operation
Balance as at April 1, 2022 13.16 23.16 84.54 1.25 - - 619.06 0.98 742.15
Profit for the year - - - - - - 244.03 - 244.03
Other comprehensive income /
(loss) for the year (net of tax) - - - - - - (9.74) (0.07) (9.81)
Total comprehensive income
for the year - - - - - - 234.29 (0.07) 234.22
Expenditure on buy-back of
equity shares (refer note 15) (0.02) - - - - - - - (0.02)
Transfer to Capital Redemption
Reserve (1.24) - - 1.24 - - - - -
Buy-back of equity shares 1.24 - - - - - - - 1.24
Employee stock compensation
expense (refer note 23) - - - - - 1.73 - - 1.73
Issue of Bonus shares (13.14) - (26.17) (1.25) - - - - (40.56)
Transfer to Special Economic
Zone Reinvestment Reserve - - - - 22.19 - (22.19) - -
Transfer from Special Economic
Zone Reinvestment Reserve - - - - (22.19) - 22.19 - -
Balance as at March 31, 2023 - 23.16 58.37 1.24 - 1.73 853.35 0.91 938.76

Loss of ` 9.74 crore as at March 31, 2023 (` 9.50 crore as at March 31, 2022) on remeasurement of defined employee benefit plans (net of tax)
is recognised as a part of retained earnings.

See accompanying notes forming integral part of the Standalone financial statements 1-37

As per our report of even date attached For and on behalf of the Board
For B S R & Co. LLP
Chartered Accountants
Firm Registration No: 101248W/W -100022

Swapnil Dakshindas Ajoyendra Mukherjee Warren Harris

Partner Chairman Managing Director
Membership No: 113896 DIN: 00350269 DIN: 02098548
ICAI UDIN: 23113896BGYERW8422
Savitha Balachandran Vikrant Gandhe
Chief Financial Officer Company Secretary
Pune : May 05, 2023 Pune: May 05, 2023

Annual Report 2022-23 157

Notes Forming Part of the Standalone Financial Statement
Company Overview and Significant Accounting Policies
1. Company overview These financial statements were approved for
TATA Technologies Limited (“TTL or the Company issue in accordance with the resolution of the
Board of Directors on May 05, 2023.
“) was incorporated on August 22, 1994 as a Private
Limited Company in the name of Core Software
These financial statements are presented in
Systems Private Limited. The name of the Company
Indian Rupees (INR), which is also the Group’s
was subsequently changed to Tata Technologies
functional currency. All amounts have been
(India) Limited. On February 8, 2001, the Company
rounded-off to the nearest crore, unless
changed its name from Tata Technologies (India) otherwise indicated.
Limited to Tata Technologies Limited. The Company’s
range of services includes IT Consultancy, SAP (ii) Historical cost convention
implementation and maintenance, providing
These financial statements are prepared in
networking solutions, CAD/CAM engineering & design
accordance with Indian Accounting Standards
consultancy. The Company is headquartered in (Ind AS) under the historical cost convention on
Pune, India. The Company has six offices located at the accrual basis, except for the following:
Mumbai, Lucknow, Jamshedpur, Bangalore, Gurugram
and one branch office located in Japan that enables - certain financial assets and liabilities which
it to provide high quality, cost-effective services are measured at fair value or amortised cost;
to clients. - defined benefit plans and
- share-based payments
The Company is the subsidiary of Tata Motors Limited
(which is the Holding Company).
(iii) Current versus non-current classification
2. Summary of Significant Accounting Policies All assets and liabilities have been classified as
current or non-current as per the Company’s
2.1 Basis of Preparation
operating cycle and other criteria set out in the
(i) Statement of compliance Schedule III to the Companies Act, 2013. Based
These financial statements comprise the on the nature of products and services and their
Standalone Balance Sheet as at 31 March 2023 realisation in cash and cash equivalents, the
and 31 March 2022; the related Standalone Company has ascertained its operating cycle
Statement of Profit and Loss (including Other as 12 months for the purpose of current – non-
Comprehensive Income) for the year ended, the current classification of assets and liabilities.
Standalone Statement of Changes in Equity, and
the Standalone Statement of Cash Flows for the (iv) Use of estimates
year ended 31 March 2023 and 31 March 2022 The preparation of the financial statements
and the Significant accounting policies (together requires management to make judgments,
referred to as ‘financial statements’). estimates and assumptions that affect the
application of accounting policies and the
The financial statements have been prepared on reported amounts of assets, liabilities, income
a going concern basis. and expenses. Actual results may differ from
those estimates.
The financial statements comply in all material
aspects with Indian Accounting Standards Estimates and underlying assumptions are
(Ind AS) notified under Section 133 of the reviewed on an ongoing basis. Revisions to
accounting estimates are recognized in the
Companies Act, 2013 (the Act), Companies
period in which the estimates are revised and in
(Indian Accounting Standards) Rules, 2015 and
any future periods affected.
other relevant provisions of the Act and other
accounting principles generally accepted
in India.

158
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Standalone Financial Statement

Critical accounting estimates: is recognized on percentage completion

(a) Useful lives of Property, plant and equipment method)
The Company reviews the useful life of property, The Company uses the percentage-of-
plant and equipment at the end of each reporting completion method in accounting for its fixed-
period. This reassessment may result in change price contracts. Use of the percentage-of-
in depreciation expense in future periods. completion method requires the Company to
estimate the efforts or costs expended to date
(b) Income Taxes as a proportion of the total efforts or costs to be
expended. Efforts or costs expended have been
Significant judgments are involved in
used to measure progress towards completion
determining the provision for income taxes
as there is a direct relationship between input
including judgment on whether tax positions are
and productivity. Provisions for estimated
probable of being sustained in tax assessments.
losses, if any, on uncompleted contracts are
A tax assessment can involve complex issues,
recorded in the period in which such losses
which can only be resolved over extended
become probable based on the expected
time periods.
contract estimates at the reporting date.
(c) Deferred Taxes
(f)  efined benefit plans and compensated
D
Deferred tax is recorded on temporary absences
differences between the tax bases of assets and
The cost of the defined benefit plans,
liabilities and their carrying amounts, at the rates
compensated absences and the present value
that have been enacted or substantively enacted
of the defined benefit obligation are based on
at the reporting date. The ultimate realization
actuarial valuation using the projected unit
of deferred tax assets is dependent upon the
credit method. An actuarial valuation involves
generation of future taxable profits during the
making various assumptions that may differ
periods in which those temporary differences
from actual developments in the future. These
and tax loss carryforwards become deductible.
include the determination of the discount rate,
The Company considers the expected reversal
future salary increases and mortality rates. Due
of deferred tax liabilities and projected future
to the complexities involved in the valuation
taxable income in making this assessment. The
and its long-term nature, a defined benefit
amount of the deferred tax assets considered
obligation is highly sensitive to changes in these
realizable, however, could be reduced in the
assumptions. All assumptions are reviewed at
near term if estimates of future taxable income
each reporting date.
during the carry-forward period is reduced.

(g) Leases
(d) Expected credit losses on financial assets
The Company evaluates if an arrangement
The impairment provisions of financial assets
qualifies to be a lease as per the requirements
are based on assumptions about risk of default
of Ind AS 116. Identification of a lease requires
and expected timing of collection. The Company
significant judgment. The Company uses
uses judgment in making these assumptions
significant judgement in assessing the lease
and selecting the inputs to the impairment
term (including anticipated renewals) and the
calculation, based on the Company’s past
applicable discount rate.
history, customer’s creditworthiness, existing
market conditions as well as forward looking
The Company determines the lease term as the
estimates at the end of each reporting period.
non-cancellable period of a lease, together with
both periods covered by an option to extend the
(e) Revenue recognition and contract assets
lease if the Company is reasonably certain to
(to the extent of projects where revenue
exercise that option; and periods covered by an
option to terminate the lease if the Company is

Annual Report 2022-23 159

Notes Forming Part of the Standalone Financial Statement

reasonably certain not to exercise that option. (iii) Foreign operations

In assessing whether the Company is reasonably The results and financial position of foreign
certain to exercise an option to extend a lease, operations (none of which has the currency
or not to exercise an option to terminate a lease, of a hyperinflationary economy) that have
it considers all relevant facts and circumstances a functional currency different from the
that create an economic incentive for the presentation currency are translated into
Company to exercise the option to extend the presentation currency as follows:
lease, or not to exercise the option to terminate
the lease. The Company revises the lease term if - Assets and liabilities are translated at the
there is a change in the non-cancellable period closing rate at the date of the Balance Sheet
of a lease.
- Income and expense items are translated
The discount rate is generally based on the at the average exchange rates for the
incremental borrowing rate specific to the lease respective months (unless this is not
being evaluated or for a portfolio of leases with a reasonable approximation of the
similar characteristics. cumulative effect of the rates prevailing on
the transaction dates, in which case income
2.2 Foreign currency transaction and translation and expenses are translated at the dates of
(i) Functional and presentation currency: the transactions).
Items included in the financial statements are
measured using the currency of the primary - All resulting exchange differences are
economic environment in which the entity recognized in other comprehensive income
operates (‘the functional currency’). The and held in foreign currency translation
financial statements are presented in Indian reserve (FCTR), a component of equity.
rupee (INR), which is the Company’s functional When a foreign operation is disposed of,
and presentation currency. the relevant amount recognized in FCTR is
transferred to the statement of income as
(ii) Transactions and balances part of the profit or loss on disposal.
Transactions in foreign currency are translated
2.3 Revenue recognition
into the functional currency using the exchange
rates prevailing at the date of the transaction. The Company earns revenue primarily from providing
Foreign-currency denominated monetary assets Engineering, Research and Development (ER&D)
and liabilities are re-instated into the functional services, Digital Enterprise Solutions (DES) services,
currency at exchange rates at the balance solutions for education business and Product
sheet date. The gains or losses resulting from Lifecycle Management (PLM) services and products.
such translations are included in the statement
of profit and loss. Non-monetary assets and Revenue is recognized upon transfer of control of
non-monetary liabilities denominated in a promised products or services to customers in an
foreign currency and measured at fair value are amount that reflects the consideration which the
translated at the exchange rate prevalent at the Company expects to receive in exchange for those
date when the fair value was determined. Non- products or services.
monetary assets and non-monetary liabilities
• Revenue from time and material contracts is
denominated in a foreign currency and measured
recognized and measured by units delivered and
at historical cost are translated at the exchange
efforts expended.
rate prevalent at the date of transaction.

160
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Standalone Financial Statement

• Revenue related to fixed price maintenance Invoices are usually payable based on the credit
and support services contracts where the terms agreed with customers which vary up to
Company is standing ready to provide services 90 days.
is recognized based on time elapsed mode
and revenue is straight lined over the period Contract assets are recognized when there is excess
of revenue earned over billings on contracts. Contract
of performance.
assets are classified as unbilled receivables (only act
of invoicing is pending) when there is unconditional
• In respect of other fixed-price contracts, revenue
right to receive cash, and only passage of time is
is recognized using percentage-of-completion
required, as per contractual terms.
method (‘POC method’) of accounting with
contract cost incurred determining the degree Unearned and deferred revenue (“contract liability”)
of completion of the performance obligation. is recognized when there are billings in excess
of revenues.
• Revenue from the sale of internally developed
software and third-party is recognized upfront In accordance with Ind AS 37, the Company recognizes
at the point in time when the software is an onerous contract provision when the unavoidable
delivered to the customer. In cases where costs of meeting the obligations under a contract
implementation and / or customization services exceed the economic benefits to be received.
rendered significantly modifies or customizes
the software, these services and software Contracts are subject to modification to account for
are accounted for as a single performance changes in contract specification and requirements.
obligation and revenue is recognized over time The Company reviews modification to contract in
conjunction with the original contract, basis which
on a POC method.
the transaction price could be allocated to a new
performance obligation, or transaction price of
• Revenue from the sale of third party
an existing obligation could undergo a change. In
manufactured products / hardware is recognized
the event transaction price is revised for existing
at the point in time when control is transferred
obligation a cumulative adjustment is accounted for.
to the customer.
Use of significant judgements in revenue recognition
• The Company is also in business of solutions for
education business and in business of supply • The Company’s contracts with customers could
of third-party software. In such cases, revenue include promises to transfer multiple products
for supply of such third-party products are and services to a customer. The Company
recorded at gross or net basis depending on assesses the products / services promised in
whether the Company is acting as the principal a contract and identifies distinct performance
or as an agent of the customer. The Company obligations in the contract. Identification
recognizes revenue in the gross amount of of distinct performance obligation involves
consideration when it is acting as a principal and judgement to determine the deliverables and the
at net amount of consideration when it is acting ability of the customer to benefit independently
from such deliverables.
as an agent.

• Judgement is also required to determine

Revenue is measured based on the transaction
the transaction price for the contract. The
price, which is the consideration, adjusted for
transaction price could be either a fixed
volume discounts, service level credits, performance
amount of customer consideration or variable
bonuses, price concessions and incentives, if any, as consideration with elements such as volume
specified in the contract with the customer. Revenue discounts, service level credits, performance
also excludes taxes collected from customers.

Annual Report 2022-23 161

Notes Forming Part of the Standalone Financial Statement

bonuses, price concessions and incentives. performance obligations and whether costs are
The transaction price is also adjusted for the expected to be recovered.
effects of the time value of money if the contract
includes a significant financing component. 2.4 Property, plant and equipment
Any consideration payable to the customer (i) Recognition and measurement:
is adjusted to the transaction price, unless it
Property, plant and equipment are stated
is a payment for a distinct product or service
at cost, less accumulated depreciation and
from the customer. The estimated amount
impairment, if any. Cost includes expenditures
of variable consideration is adjusted in the
directly attributable to the acquisition of the
transaction price only to the extent that it is
asset. General and specific borrowing costs
highly probable that a significant reversal in the
directly attributable to the construction of a
amount of cumulative revenue recognized will
qualifying asset are capitalized as part of the
not occur and is reassessed at the end of each
cost. Costs directly attributable to acquisition
reporting period. The Company allocates the
are capitalized until the property, plant and
elements of variable considerations to all the
equipment are ready for use, as intended
performance obligations of the contract unless
there is observable evidence that they pertain by management.
to one or more distinct performance obligations.
When parts of an item of property, plant and
• The Company uses judgement to determine equipment have different useful lives, they
an appropriate standalone selling price for a are accounted for as separate items (major
performance obligation. The Company allocates components) of property, plant and equipment.
the transaction price to each performance Subsequent expenditure relating to property,
obligation on the basis of the relative stand- plant and equipment is capitalized only when
alone selling price of each distinct product it is probable that future economic benefits
or service promised in the contract. Where associated with these will flow to the Company
standalone selling price is not observable, the and the cost of the item can be measured reliably.
Company uses the expected cost-plus margin
approach to allocate the transaction price to The carrying amount of any component
each distinct performance obligation. accounted for as a separate asset is derecognised
when discarded/scrapped. All other repairs and
• The Company exercises judgement in maintenance costs are charged to profit and
determining whether the performance obligation loss in the reporting period in which they occur.
is satisfied at a point in time or over a period
of time. The Company considers indicators Deposits and advances paid towards the
such as how customer consumes benefits as acquisition of property, plant and equipment
services are rendered or who controls the asset outstanding as of each reporting date and the
as it is being created or existence of enforceable cost of property, plant and equipment not
right to payment for performance to date and available for use before such date are disclosed
alternate use of such product or service, transfer under capital work- in-progress.
of significant risks and rewards to the customer,
acceptance of delivery by the customer, etc. As asset’s carrying amount is written down
immediately to its recoverable amount if the
• Contract fulfilment costs are generally expensed asset’s carrying amount is greater than its
as incurred except where they meet the criteria estimated recoverable amount.
for capitalization. The assessment of this
criteria requires the application of judgement, in Any gain or loss on disposal of an item of
particular when considering if costs generate or property, plant and equipment is recognised in
enhance resources to be used to satisfy future profit or loss.

162
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Standalone Financial Statement

(ii) Depreciation: Software not exceeding ` 25,000 is charged off to

The Company depreciates property, plant and the statement of profit and loss.
equipment over their estimated useful lives
using the straight-line method considering the 2.6 Research and development cost
nature, estimated usage, operating conditions, Research costs are expensed as incurred.
past history of replacement and anticipated Development expenditure incurred on an individual
technological changes. Taking into account project is recognized as an intangible asset when the
these factors, the Company has decided to Company can demonstrate:
retain the useful life hitherto adopted for various
categories of property, plant and equipment, - technical feasibility of completing the intangible
which are different from those prescribed in asset so that it will be available for use or sale;
Schedule II of the Act.
- its intention to complete the asset;
The estimated useful lives of assets are as follows: - its ability to use or sell the asset;

Type of Asset Useful life - how the asset will generate probable future
Lease hold Lower of Lease period or economic benefits and
improvements estimated useful life
Buildings 15 to 25 years - the availability of adequate resources to
Plant and machinery 1 to 21 years complete the development.
Computer equipment’s 1 to 4 years
Vehicles 3 to 11 years 2.7 Financial instruments
Furniture & fixtures 1 to 21 years (a) Financial assets:
Software 1 to 4 years
(i) Classification
Depreciation methods, useful lives and residual The Company classifies its financial assets
values are reviewed periodically, including at in the following measurement categories:
each financial year end with the effect of any - those to be measured subsequently
changes in the estimate accounted for on a at fair value (either though other
prospective basis.
comprehensive income, or through
profit and loss), and
2.5 Intangible assets
Intangible assets are stated at cost less accumulated - those measured at amortised cost
amortization and impairment, if any. Intangible
assets are amortized over their respective individual The classification depends on the
estimated useful lives on a straight-line basis, from entity’s business model for managing the
the month in which they are put to use. Amortization financial assets and the contractual cash
methods and useful lives are reviewed periodically at flow characteristics.
each financial year end.
For investments in debt instruments, this
Internally generated intangible asset arising from will depend on business model in which
development activity is recognised at cost on the investment is held. For investments
demonstration of its technical feasibility, the in equity instruments, this will depend
intention and ability of the Company to complete, on whether the company has made an
use or sell it, only if, it is probable that the asset irrevocable election at the time of initial
would generate future economic benefit and the recognition to account for the equity
expenditure attributable to the said assets during investment at fair value through other
its development can be measured reliably. comprehensive income.

Annual Report 2022-23 163

Notes Forming Part of the Standalone Financial Statement

A financial asset which is not classified in any to cash flows that are solely payments
of the above categories are subsequently of principal and interest on the principal
fair valued through profit or loss. amount outstanding.

(ii) Initial recognition: Financial assets at fair value through

All financial assets are recognised initially at other comprehensive income (FVOCI):
fair value plus, in the case of financial assets A financial asset is subsequently measured
not recorded at fair value through profit or at fair value through other comprehensive
loss, transaction costs that are attributable income if it is held within a business
to the acquisition of the financial asset. model whose objective is achieved by
However, trade receivables that do not both collecting contractual cash flows and
contain a significant financing component selling financial assets and the contractual
are measured at transaction price. terms of the financial asset give rise on
specified dates to cash flows that are
(iii) Measurement: solely payments of principal and interest
Subsequent to initial recognition, non- on the principal amount outstanding.
derivative financial instruments are Further, in cases where the Company has
measured as described below: made an irrevocable election based on
its business model, for its investments
Cash and cash equivalents: which are classified as equity instruments,
The Company’s cash and cash equivalents the subsequent changes in fair value are
consist of cash on hand and in banks and recognized in other comprehensive income.
demand deposits with banks (three months
or less from the date of acquisition). For Financial assets at fair value through
the purposes of the cash flow statement, profit or loss (FVTPL):
cash and cash equivalents include cash on A financial asset which is not classified in any
hand, in banks and demand deposits with of the above categories are subsequently
banks (three months or less from the date fair valued through profit or loss.
of acquisition), net of outstanding bank
overdrafts that are repayable on demand (iv) Impairment of financial assets:
and are considered part of the Company’s The Company assesses at each date of
cash management system. In the balance balance sheet whether a financial asset or
sheet, bank overdrafts are presented under a group of financial assets is impaired. Ind
borrowings within current liabilities. AS 109 requires expected credit losses to
be measured through a loss allowance. In
Investment in subsidiaries: determining the allowances for doubtful
The Company has accounted for its trade receivables, the Company has used
investment in subsidiaries at cost a practical expedient by computing the
less impairment. expected credit loss allowance for trade
receivables based on a provision matrix.
Financial assets carried at amortised The provision matrix takes into account
cost: historical credit loss experience and is
A financial asset is subsequently measured adjusted for forward looking information.
at amortised cost if it is held within a The expected credit loss allowance is based
business model whose objective is to hold on the ageing of the receivables that are
the asset in order to collect contractual due and rates used in the provision matrix.
cash flows and the contractual terms of the For all other financial assets, expected
financial asset give rise on specified dates credit losses are measured at an amount

164
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Standalone Financial Statement

equal to the 12-month expected credit (ii) Subsequent measurement

losses or at an amount equal to the life The subsequent measurement of financial
time expected credit losses if the credit liabilities depends on their classification, as
risk on the financial asset has increased described below:
significantly since initial recognition.
Financial liabilities at amortised cost:
(v) Derecognition of financial assets: Borrowings, trade and other payables are initially
The Company derecognizes a financial recognized at fair value, and subsequently
asset when carried at amortized cost using the effective
interest method. For these financial instruments,
- the contractual rights to the cash the carrying amounts approximate fair value due
flows from the financial asset expire to the short-term maturity of these instruments.
or it transfers the financial asset and
the transfer qualifies for derecognition (iii) Derecognition
under IND AS 109. A financial liability is derecognised when the
- retains contractual rights to receive obligation under the liability is discharged or
the cash flows of the financial asset cancelled or expires. When an existing financial
liability is replaced by another from the same
but assumes a contractual obligation
lender on substantially different terms, or the
to pay the cash flows to one or
terms of an existing liability are substantially
more recipients.
modified, such an exchange or modification
is treated as the derecognition of the original
When the entity has neither transferred a
liability and the recognition of a new liability. The
financial asset nor retained substantially
difference in the respective carrying amounts is
all risks and rewards of ownership of recognised in the statement of profit or loss.
the financial asset, the financial asset is
derecognised if the Company has not (iv) Derivative Financial Instruments
retained control of the financial asset. The Company is exposed to foreign currency
Where the Company retains control of fluctuations on foreign currency assets,
the financial asset, the asset is continued liabilities, net investment in foreign operations
to be recognised to extent of continuing and forecasted cash flows denominated in
involvement in the financial asset.” foreign currency. The Company limits the
effect of foreign exchange rate fluctuations by
2.8 Financial liabilities following established risk management policies
(i) Initial recognition and measurement including the use of derivatives. The Company
enters into derivative financial instruments
Financial liabilities are classified, at initial
where the counterparty is primarily a bank.
recognition, as financial liabilities at fair value
through profit or loss, loans and borrowings, Although the Company believes that these
payables, or as derivatives designated as derivatives constitute hedges from an
hedging instruments in an effective hedge, economic perspective, they may not qualify for
as appropriate. hedge accounting under Ind AS 109, Financial
Instruments. Any derivative that is either not
All financial liabilities are recognised initially at designated a hedge, or is so designated but is
fair value and, in the case of loans and borrowings ineffective as per Ind AS 109, is categorized as a
and payables, net of directly attributable financial asset or financial liability, at fair value
transaction costs. through profit or loss.

Annual Report 2022-23 165

Notes Forming Part of the Standalone Financial Statement

Derivatives not designated as hedges are As at March 31, 2023, none of the Company’s property,
recognized initially at fair value and attributable plant and equipment, intangible assets and right to
transaction costs are recognized in net profit in use assets were considered impaired.
the statement of profit and loss when incurred.
Subsequent to initial recognition, these 2.10 Provisions and Contingent Liabilities
derivatives are measured at fair value through
A provision is recognised when the Company has a
profit or loss and the resulting exchange gains
present obligation (legal or constructive) as a result
or losses are included in other income. Assets
of past event and it is probable that an outflow of
/ liabilities in this category are presented as
current assets / current liabilities if they are resources will be required to settle the obligation,
either held for trading or are expected to be in respect of which the reliable estimate can be
realized within 12 months after the balance made. Provisions (excluding retirement benefits and
sheet date. compensated absences) are determined at present
value based on best estimate required to settle
2.9 Impairment - Non Financial Assets the obligation at the balance sheet date. These are
Intangible assets, Property, Plant and Equipment reviewed at each balance sheet date adjusted to
and Right to Use Assets reflect the current best estimates. Provisions for
At each balance sheet date, the Company assesses onerous contracts are recognized when the expected
whether there is any indication that any Property, benefits to be derived by the Company from a
Plant and Equipment, Intangible Assets with finite contract are lower than the unavoidable costs of
lives and Right to use Assets may be impaired. If any meeting the future obligations under the contract.
such impairment exists the recoverable amount of Provisions for onerous contracts are measured at
an asset is estimated to determine the extent of the present value of lower of the expected net cost
impairment, if any. Where it is not possible to estimate of fulfilling the contract and the expected cost of
the recoverable amount of an individual asset, the terminating the contract.
Company estimates the recoverable amount of the
cash-generating unit to which the asset belongs. Contingent Liabilities are disclosed when there
is a possible obligation arising from past events,
Intangible assets with indefinite useful lives and
the existence of which will be confirmed only by
intangible assets not yet available for use, are tested
the occurrence or non-occurrence of one or more
for impairment annually at each balance sheet date,
or earlier, if there is an indication that the asset may uncertain future events not wholly within the control
be impaired. of the Company or a present obligation that arises
from past events where it is either not probable that
Recoverable amount is the higher of fair value less an outflow of resources will be required to settle the
costs to sell and value in use. In assessing value in obligation or a reliable estimate of the amount cannot
use, the estimated future cash flows are discounted be made. Contingent assets are neither recognised
to their present value using a pre-tax discount rate nor disclosed in the financial statements.
that reflects current market assessments of the time
value of money and the risks specific to the asset for 2.11 Earnings per equity share:
which the estimates of future cash flows have not
Basic earnings per share is computed by dividing net
been adjusted.
income by the weighted average number of shares
If the recoverable amount of an asset (or cash- outstanding during the financial year adjusted for
generating unit) is estimated to be less than it’s treasury shares held. Diluted earnings per share is
carrying amount, the carrying amount of the asset (or computed using the weighted average number of
cash-generating unit) is reduced to its recoverable shares outstanding during the year adjusted for
amount. An impairment loss is recognized treasury shares held and dilutive potential shares,
immediately in the income statement. except where the result would be anti-dilutive.

166
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Standalone Financial Statement

2.12 Inventories: Deferred income tax assets are recognized

Inventories are valued at the lower of cost and net to the extent it is probable that taxable profit
realizable value. Cost of inventories is ascertained will be available against which the deductible
on a first in first out basis. Net realizable value is temporary differences and the carry forward of
the estimated selling price in the ordinary course unused tax credits and unused tax losses can
be utilized.
of business less estimated cost of completion and
selling expenses.
Deferred income tax liabilities are recognized
for all taxable temporary differences except
2.13 Taxation
in respect of taxable temporary differences
Income tax comprises current and deferred taxes. associated with investments in subsidiaries,
Income tax expense is recognized in the income associates and foreign branches where
statement except when they relate to items that are the timing of the reversal of the temporary
recognized outside profit or loss (whether in other difference can be controlled and it is probable
comprehensive income or directly in equity), in that the temporary difference will not reverse in
which case tax is also recognized outside profit or the foreseeable future.
loss, or where they arise from the initial accounting
for business combination. The carrying amount of deferred income tax
assets is reviewed at each reporting date and
(i) Current income tax: reduced to the extent that it is no longer probable
Current income tax for the current and prior that sufficient taxable profit will be available to
periods are measured at the amount expected allow all or part of the deferred income tax asset
to be recovered from or paid to the taxation to be utilized. Deferred income tax assets and
authorities based on the taxable income for liabilities are measured at the tax rates that are
the year. The tax rates and tax laws used to expected to apply in the period when the asset
compute the current tax amount are those that is realized or the liability is settled, based on tax
are enacted or substantively enacted as at the rates (and tax laws) that have been enacted or
substantively enacted at the reporting date.
reporting date and applicable for the year. The
Company offsets current tax assets and current
The Company offsets deferred income tax
tax liabilities, where it has a legally enforceable
assets and liabilities, where it has a legally
right to set off the recognized amounts and
enforceable right to offset current tax assets
where it intends either to settle on a net basis, or
against current tax liabilities, and they relate to
to realize the asset and liability simultaneously.
taxes levied by the same taxation authority on
either the same taxable entity, or on different
(ii) Deferred income tax:
taxable entities where there is an intention to
Deferred income tax is recognized using the settle the current tax liabilities and assets on a
balance sheet approach. Deferred income net basis or their tax assets and liabilities will be
tax assets and liabilities are recognized for realized simultaneously.
deductible and taxable temporary differences
arising between the tax base of assets and (iii) Minimum Alternate Tax (MAT)
liabilities and their carrying amount in financial Minimum Alternate Tax (MAT) paid in accordance
statements, except when the deferred income with the tax laws, which gives future economic
tax arises from the initial recognition of goodwill benefits in the form of adjustment to future
or an asset or liability in a transaction that is income tax liability, is considered as a deferred
not a business combination and affects neither tax asset if there is convincing evidence that
accounting nor taxable profits or loss at the time the Company will pay normal income tax in
of the transaction. the future.

Annual Report 2022-23 167

Notes Forming Part of the Standalone Financial Statement

Employee benefits: and salary drawn. The monthly pension

(i) Post-employment benefit plans: benefits after retirement range from 0.75%
to 2% of the annual basic salary for each
The Company participates in various
year of service. The Company account for
employee benefit plans. Pensions and other
superannuation benefits payable in future
post-employment benefits are classified as
under the plan based on an estimated basis
either defined contribution plans or defined
for the period end and on an independent
benefit plans. Under a defined contribution
actuarial valuation as on the Balance
plan, the Company’s only obligation is to
Sheet date.
pay a fixed amount with no obligation to pay
further contributions if the fund does not hold
Re-measurements, comprising actuarial
sufficient assets to pay all employee benefits.
gains and losses, the effect of changes to
The related actuarial and investment risks fall
asset ceiling (if applicable) and the return
on the employee. The expenditure for defined
on plan assets (excluding net interest),
contribution plans is recognized as an expense is recognized in other comprehensive
during the year when the employee provides income in the period in which they occur.
service. Under a defined benefit plan, it is Re-measurements recognized in other
the Company’s obligation to provide agreed comprehensive income is reflected
benefits to the employees. The related actuarial immediately in retained earnings and is not
and investment risks fall on the Company. The reclassified to profit or loss. Past service
present value of the defined benefit obligations cost is recognized in the Statement of Profit
is calculated by an independent actuary using or Loss in the year of plan amendment.
the projected unit credit method.
With effect from April 1, 2003, this plan was
The Company has the following employee amended, and benefits earned by covered
benefit plans: employees have been protected as at
March 31, 2003. Employees covered by this
a. Provident fund plan are prospectively entitled to benefits
In accordance with Indian law, Eligible computed on a basis that ensures that
employees of the Company receive the annual cost of providing the pension
benefits from a provident fund, which is a benefits would not exceed 15% of salary.
defined contribution plan. Both, the eligible
employee and the Company make monthly Separate irrevocable trusts are maintained
contributions to the provident fund plan for employees covered and entitled to
equal to a specified percentage of the benefits. The Company contribute up to 15%
covered employee’s salary. The Company of the eligible employees’ basic salary to
has no further obligations under this the trust every year. Such contributions are
scheme beyond its periodic contributions. recognized as an expense when incurred.
The Company has no further obligation
b. Superannuation beyond this contribution.
The Company has two superannuation
plans, a defined benefit plan and a defined c. Gratuity
contribution plan. An eligible employee on The Company has an obligation towards
April 1, 1996 could elect to be a member of gratuity, a defined benefit retirement
either plan. plan covering eligible employees. The
plan provides for a lump-sum payment
Employees who are members of the defined to vested employees at retirement, death
benefit superannuation plan are entitled to while in employment or on termination
benefits depending on the years of service of employment of an amount equivalent

168
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Standalone Financial Statement

to 15 to 30 days salary payable for each d. Bhavishya Kalyan Yojana (BKY)

completed year of service. Vesting occurs Bhavishya Kalyan Yojana is an unfunded
upon completion of five years of service. defined benefit plan for employees of
The Company makes annual contributions the Company. The benefits of the plan
to gratuity funds established as trusts. include pension in certain cases, payable
The Company account for the liability for up to the date of normal superannuation
gratuity benefits payable in the future had the employee been in service, to an
based on an estimated basis for the eligible employee at the time of death or
financial year end and on an independent permanent disablement, while in service,
actuarial valuation under Projected Unit either as a result of an injury or as certified
Cost method as on the Balance Sheet date. by the appropriate authority. The monthly
payment to dependents of the deceased /
Re-measurements, comprising actuarial disabled employee under the plan equals
gains and losses, the effect of changes to 50% of the basic salary drawn at the time
of death or accident or a specified amount,
asset ceiling (if applicable) and the return
whichever is greater. The Company account
on plan assets (excluding net interest),
for the liability for BKY benefits payable in
is recognized in other comprehensive
the future based on an estimated basis
income in the year in which they occur.
for the period end and on an independent
Re-measurements recognized in other actuarial valuation under Projected Unit
comprehensive income is reflected Cost method as on the Balance Sheet date.
immediately in retained earnings and is not
reclassified to profit or loss. Past service Re-measurements, comprising actuarial
cost is recognized in the Statement of Profit gains and losses, the effect of changes to
or Loss in the year of plan amendment. asset ceiling (if applicable) and the return
on plan assets (excluding net interest),
Costs comprising service cost (including is recognized in other comprehensive
current and past service cost and gains and income in the period in which they occur.
losses on curtailments and settlements) Re-measurements recognized in other
and net interest expense or income is comprehensive income is reflected
recognized in profit or loss. immediately in retained earnings and is not
reclassified to profit or loss. Past service
The obligation recognized in the balance cost is recognized in the Statement of Profit
sheet represents the actual deficit or or Loss in the period of plan amendment.
surplus in the Company’s defined benefit
Costs comprising service cost (including
plans. Any surplus resulting from this
current and past service cost and gains and
calculation is limited to the present value of
losses on curtailments and settlements)
any economic benefits available in the form
and net interest expense or income is
of refunds from the plans or reductions in
recognized in profit or loss.
future contributions to the plans.
The obligation recognized in the balance
The obligations are presented as current sheet represents the actual deficit or
liabilities in the balance sheet if the entity surplus in the Company’s defined benefit
does not have an unconditional right to plans. Any surplus resulting from this
defer settlement for at least twelve months calculation is limited to the present value of
after the reporting period, regardless of any economic benefits available in the form
when the actual settlement is expected of refunds from the plans or reductions in
to occur. future contributions to the plans.

Annual Report 2022-23 169

Notes Forming Part of the Standalone Financial Statement

The obligations are presented as current Costs comprising service cost (including
liabilities in the balance sheet if the entity current and past service cost and
does not have an unconditional right to gains and losses on curtailments and
defer settlement for at least twelve months settlements) and net interest expense or
after the reporting period, regardless of income is recognized in profit or loss. The
when the actual settlement is expected obligation recognized in the balance sheet
to occur.
represents the actual deficit or surplus
in the Company’s defined benefit plans.
The Company has replaced its employee
benefit scheme BKY with Group Term Life Any surplus resulting from this calculation
Insurance (GTL) policy with effect from is limited to the present value of any
November 2019. Accordingly, with effect economic benefits available in the form
from December 2019, the Company has of refunds from the plans or reductions in
continued to carry obligation under this future contributions to the plans.
scheme based on actuarial valuation for
those beneficiaries having claims under this The obligations are presented as current
scheme before the date of discontinuation. liabilities in the balance sheet if the entity
does not have an unconditional right to
e. Post-retirement medicare scheme defer settlement for at least twelve months
Under this unfunded scheme, employees after the reporting period, regardless of
of the Company receive medical benefits when the actual settlement is expected
subject to certain limits on amounts of to occur.
benefits, periods after retirement and
types of benefits, depending on their grade The Company has curtailed its Post-
and location at the time of retirement. retirement Medicare scheme which is an
Employees separated from the Company
unfunded defined benefit plan to exclude all
as part of an Early Separation Scheme,
employees who will retire after December 31,
on medical grounds or due to permanent
2020. Accordingly, with effect from January
disablement are also covered under
2021, the carrying value of liability has been
the scheme. The Company account for
the liability for post-retirement medical recognised based on an independent
scheme based on an estimated basis for actuarial valuation under Projected Unit
the period end and on an independent Cost method for those beneficiaries having
actuarial valuation under Projected Unit claims under this scheme before the date
Cost method at the financial year end. of discontinuation.

Re-measurements, comprising actuarial (ii) Compensated absences

gains and losses, the effect of changes to The Company provides for the encashment of
asset ceiling (if applicable) and the return
leave or leave with pay subject to certain rules.
on plan assets (excluding net interest),
The employees are entitled to accumulate leave
is recognized in other comprehensive
subject to certain limits, for future encashment.
income in the period in which they occur.
Re-measurements recognized in other The liability is provided based on number of days
comprehensive income is reflected of unutilized leave at each balance sheet date
immediately in retained earnings and is not based on an estimated basis for the period end
reclassified to profit or loss. Past service and on an independent actuarial valuation under
cost is recognized in the Statement of Profit Projected Unit Cost method at the financial
or Loss in the period of plan amendment. year end.

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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Standalone Financial Statement

2.14 Share based payments The dilutive effect of outstanding options is reflected
Share-based compensation benefits are provided as additional share dilution in the computation of
to the employees via the Share based long term diluted earnings per share.
incentive scheme 2022 (“SLTI 2022”).
Cash-settled transactions
Equity-settled transactions The cost of cash-settled transactions is measured
initially at fair value at the grant date. This fair value is
The cost of equity-settled transactions is determined
expensed over the period until the vesting date with
by the fair value at the date when the grant is made
recognition of a corresponding liability. The liability
using an appropriate valuation model. That cost is
is remeasured to fair value at each reporting date up
recognised, together with a corresponding increase
to, and including the settlement date, with changes in
in share options outstanding account in equity,
fair value recognised in employee benefits expense.
over the period in which the performance and/or
service conditions are fulfilled in employee benefits 2.15 Dividends
expense. The cumulative expense recognised for
Dividends on shares are recorded as a liability on
equity-settled transactions at each reporting date
the date of approval by the shareholders and interim
until the vesting date reflects the extent to which
dividends are recorded as a liability on the date of
the vesting period has expired and the Company’s
declaration by the Company’s Board of Directors as
best estimate of the number of equity instruments
per Ind AS 10.
that will ultimately vest. The statement of profit
and loss expense or credit for a period represents 2.16 Leases
the movement in cumulative expense recognised
A contract is, or contains, a lease if the contract
as at the beginning and end of that period and is
conveys the right to control the use of an identified
recognised in employee benefits expense.
asset for a period of time in exchange for consideration.
Company as a lessee The Company accounts for
Service and non-market performance conditions
each lease component within the contract as a
are not taken into account when determining the
lease separately from non-lease components of
grant date fair value of awards, but the likelihood
the contract and allocates the consideration in the
of the conditions being met is assessed as part contract to each lease component on the basis of the
of the Company’s best estimate of the number of relative stand-alone price of the lease component
equity instruments that will ultimately vest. Market and the aggregate stand-alone price of the non-
performance conditions are reflected within the lease components.
grant date fair value. Any other conditions attached
to an award, but without an associated service Company as a lessee
requirement, are considered to be non-vesting The Company recognises right-of-use asset
conditions. Non-vesting conditions are reflected in representing its right to use the underlying asset
the fair value of an award and lead to an immediate for the lease term at the lease commencement
expensing of an award unless there are also service date. The cost of the right-of-use asset measured
and/or performance conditions. at inception shall comprise of the amount of the
initial measurement of the lease liability adjusted
No expense is recognised for awards that do not for any lease payments made at or before the
ultimately vest because non-market performance commencement date less any lease incentives
and/or service conditions have not been met. Where received, plus any initial direct costs incurred and
awards include a market or non-vesting condition, an estimate of costs to be incurred by the lessee
the transactions are treated as vested irrespective in dismantling and removing the underlying asset
of whether the market or non-vesting condition is or restoring the underlying asset or site on which it
satisfied, provided that all other performance and/ is located. The right-of-use assets is subsequently
or service conditions are satisfied. measured at cost less any accumulated depreciation,

Annual Report 2022-23 171

Notes Forming Part of the Standalone Financial Statement

accumulated impairment losses, if any and adjusted The Company has elected not to apply the
for any remeasurement of the lease liability. The requirements of Ind AS 116 Leases to short-term
right-of-use assets is depreciated using the straight- leases of all assets that have a lease term of 12
line method from the commencement date over months or less and leases for which the underlying
the shorter of lease term or useful life of right-of- asset is of low value. The lease payments associated
use asset. The estimated useful lives of right-of use with these leases are recognized as an expense on a
assets are determined on the same basis as those of straight-line basis over the lease term.
property, plant and equipment. Right-of-use assets
are tested for impairment whenever there is any Company as a lessor
indication that their carrying amounts may not be At the inception of the lease the Company classifies
recoverable. Impairment loss, if any, is recognised in each of its leases as either an operating lease or
the statement of profit and loss. a finance lease. The Company recognises lease
payments received under operating leases as income
The Company measures the lease liability at the on a straight- line basis over the lease term. In case of
present value of the lease payments that are not a finance lease, finance income is recognised over the
paid at the commencement date of the lease. The lease term based on a pattern reflecting a constant
lease payments are discounted using the interest periodic rate of return on the lessor’s net investment
rate implicit in the lease, if that rate can be readily in the lease. When the Company is an intermediate
determined. If that rate cannot be readily determined, lessor it accounts for its interests in the head lease
the Company uses incremental borrowing rate. For and the sub-lease separately. It assesses the lease
leases with reasonably similar characteristics, the classification of a sub-lease with reference to the
Company, on a lease by lease basis, may adopt right-of-use asset arising from the head lease, not
either the incremental borrowing rate specific to with reference to the underlying asset. If a head lease
the lease or the incremental borrowing rate for the is a short term lease to which the Company applies
portfolio as a whole. The lease payments shall include the exemption described above, then it classifies the
fixed payments, variable lease payments, residual sub-lease as an operating lease.
value guarantees, exercise price of a purchase
option where the Company is reasonably certain to If an arrangement contains lease and non-lease
exercise that option and payments of penalties for components, the Company applies Ind AS 115
terminating the lease, if the lease term reflects the Revenue from contracts with customers to allocate
lessee exercising an option to terminate the lease. the consideration in the contract.
The lease liability is subsequently remeasured by
increasing the carrying amount to reflect interest on Sub lease
the lease liability, reducing the carrying amount to At the inception of the sub lease contract, the
reflect the lease payments made and remeasuring Company classifies the sub lease as a finance lease
the carrying amount to reflect any reassessment or or an operating lease based on criteria in Ind AS
lease modifications or to reflect revised in-substance 116 Lease.
fixed lease payments. The company recognises the
amount of the re-measurement of lease liability due The sub lease, which is classified as an operating
to modification as an adjustment to the right-of-use lease, the lease Liability and Right to Use of the head
asset and statement of profit and loss depending lease is not derecognised. The lease income which
upon the nature of modification. Where the carrying would be received from the sub lease over the lease
amount of the right-of-use asset is reduced to zero term is recognised as other income in the Statement
and there is a further reduction in the measurement of Profit or Loss Account.
of the lease liability, the Company recognises
any remaining amount of the re-measurement in The sub lease, which is classified as a finance lease, the
statement of profit and loss. lease liability of the head lease is not derecognised,

172
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Standalone Financial Statement

instead the Right to Use asset of the head lease is significant accounting policies. Accounting policy
derecognised and net investment in sub lease is information, together with other information, is
recognised. The interest income received on the Net material when it can reasonably be expected to
Investment in sub lease is recognised in Statement influence decisions of primary users of financial
of Profit or Loss Account over the lease term.
statements. The Company does not expect this
amendment to have any significant impact in its
2.17 Cost recognition
financial statements.
Costs and expenses are recognised when incurred
and have been classified according to their nature.
Ind AS 12 – Income Taxes
2.18 Exceptional items The amendments clarify how companies account
The Company considers exceptional items to be for deferred tax on transactions such as leases and
those which derive from events or transactions decommissioning obligations. The amendments
which are significant for separate disclosure by narrowed the scope of the recognition exemption
virtue of their size or incidence in order for the user in paragraphs 15 and 24 of Ind AS 12 (recognition
to obtain a proper understanding of the Company’s exemption) so that it no longer applies to
financial performance. These items include, but are transactions that, on initial recognition, give rise to
not limited to, acquisition costs, impairment charges,
equal taxable and deductible temporary differences.
restructuring costs and profits and losses on disposal
The Company is evaluating the impact, if any, in its
of subsidiaries and other one-off items which meet
financial statements.
this definition. To provide a better understanding of
the underlying results of the year, exceptional items
are reported separately in the Statement of Profit Ind AS 8 – Accounting Policies, Changes in
and Loss. Accounting Estimates and Errors
The amendments will help entities to distinguish
2.19 Recent Indian Accounting Standards (Ind AS) and between accounting policies and accounting
Pronouncements estimates. The definition of a change in accounting
Ministry of Corporate Affairs (“MCA”) notifies new estimates has been replaced with a definition of
standard or amendments to the existing standards accounting estimates. Under the new definition,
under Companies (Indian Accounting Standards)
accounting estimates are “monetary amounts in
Rules as amended from time to time. On March
financial statements that are subject to measurement
31, 2023, MCA amended the Companies (Indian
Accounting Standards) Amendment Rules, 2023, uncertainty”. Entities develop accounting estimates
applicable from April 1st, 2023, as below: if accounting policies require items in financial
statements to be measured in a way that involves
Ind AS 1 – Presentation of Financial Statements measurement uncertainty. The Company does not
The amendments require companies to disclose expect this amendment to have any significant
their material accounting policies rather than their impact in its financial statements.

Annual Report 2022-23 173

Notes Forming Part of the Standalone Financial Statement

3 Property, Plant and Equipment

(Amount in ` crore)

Owned Assets
Furniture Total
Plant and Office Leasehold
Buildings Computers and Vehicles
equipment equipments Improvements
fixtures
Gross carrying value as at
April 1, 2021 17.79 21.13 5.68 99.22 10.87 1.40 13.82 169.91
Additions - 0.85 0.38 43.79 0.05 - - 45.07
Disposals - (0.15) - (1.06) - - - (1.21)
Gross carrying value as at
March 31, 2022 17.79 21.83 6.06 141.95 10.92 1.40 13.82 213.77
Accumulated depreciation
as at April 1, 2021 7.53 12.81 4.69 76.96 6.22 1.40 9.32 118.93
Depreciation for the year 1.27 1.55 0.36 13.92 0.85 - 1.18 19.13
Disposals - (0.08) - (1.06) - - - (1.14)
Accumulated depreciation
as of March 31, 2022 8.80 14.28 5.05 89.82 7.07 1.40 10.50 136.92
Net carrying value as at
March 31, 2022 8.99 7.55 1.01 52.13 3.85 - 3.32 76.85
Gross carrying value as at
April 1, 2022 17.79 21.83 6.06 141.95 10.92 1.40 13.82 213.77
Additions 0.07 4.42 0.77 29.93 0.04 - - 35.23
Disposals (0.06) (0.27) (0.02) (0.66) (0.65) - - (1.66)
Gross carrying value as at
March 31, 2023 17.80 25.98 6.81 171.22 10.31 1.40 13.82 247.34
Accumulated depreciation
as at April 1, 2022 8.80 14.28 5.05 89.82 7.07 1.40 10.50 136.92
Depreciation for the year 1.25 2.17 0.40 23.09 0.75 - 0.76 28.42
Disposals (0.06) (0.20) (0.02) (0.51) (0.59) - - (1.38)
Accumulated depreciation
as at March 31, 2023 9.99 16.25 5.43 112.40 7.23 1.40 11.26 163.96
Net carrying value as at
March 31, 2023 7.81 9.73 1.38 58.82 3.08 - 2.56 83.38

(i) Contractual obligations: The estimated amount of contracts remaining to be executed on capital account, and not
provided for is ` 13.55 crore as at March 31, 2023 (March 31, 2022: ` 10.91 crore).

(ii) Ageing schedule of Capital Work in Progress (CWIP) as at March 31, 2023
(Amount in ` crore)

Amount in CWIP for a period of

Particulars Less than 1 More than Total
1-2 years 2-3 years
year 3 years
Projects in progress 2.65 - - - 2.65
Projects temporarily suspended - - - - -

174
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Standalone Financial Statement

(iii) Ageing schedule of Capital Work in Progress (CWIP) as at March 31, 2022
(Amount in ` crore)

Amount in CWIP for a period of

Particulars Less than 1 More than Total
1-2 years 2-3 years
year 3 years
Projects in progress 0.26 - - - 0.26
Projects temporarily suspended - - - - -

4 Right-to-use-asset
(Amount in ` crore)

Commercial Residential
Land Vehicles Total
Premises Premises
Gross carrying value as at April 1, 2021 98.79 3.30 0.46 4.91 107.46
Additions 24.65 - - 1.36 26.01
Disposals (11.84) - - (1.48) (13.32)
Other adjustments 0.45 - - - 0.45
Gross carrying value as at March 31, 2022 112.05 3.30 0.46 4.79 120.60

Accumulated depreciation as at April 1, 2021 22.61 0.08 0.36 2.91 25.96

Depreciation for the year 13.03 0.04 0.08 1.13 14.28
Disposal/adjustments (2.78) - - (1.34) (4.12)
Accumulated depreciation as at March 31, 2022 32.86 0.12 0.44 2.70 36.12
Net carrying value as at March 31, 2022 79.19 3.18 0.02 2.09 84.48

Gross carrying value as at April 1, 2022 112.05 3.30 0.46 4.79 120.60
Additions 6.04 - 0.27 1.40 7.71
Disposals - - - (1.11) (1.11)
Other adjustments 0.15 - - - 0.15
Gross carrying value as at March 31, 2023 118.24 3.30 0.73 5.08 127.35

Accumulated depreciation as at April 1, 2022 32.86 0.12 0.44 2.70 36.12

Depreciation for the year 16.27 0.04 0.09 1.07 17.47
Disposals - - - (1.08) (1.08)
Accumulated depreciation as at March 31, 2023 49.13 0.16 0.53 2.69 52.51
Net carrying value as at March 31, 2023 69.11 3.14 0.20 2.39 74.84

Annual Report 2022-23 175

Notes Forming Part of the Standalone Financial Statement

5 Intangible assets
(Other than internally generated)
(Amount in ` crore)

Software Licenses Total

Gross carrying value as of April 1, 2021 123.38 123.38
Additions 11.71 11.71
Disposal - -
Gross carrying value as of March 31, 2022 135.09 135.09

Accumulated amortisation as at April 1, 2021 96.06 96.06

Amortization for the year 16.43 16.43
Accumulated amortisation on disposals - -
Accumulated amortisation as of March 31, 2022 112.49 112.49
Net carrying value as of March 31, 2022 22.60 22.60

Gross carrying value as at April 1, 2022 135.09 135.09

Additions 12.53 12.53
Disposals - -
Gross carrying value as at March 31, 2023 147.62 147.62

Accumulated amortisation as at April 1, 2022 112.49 112.49

Amortization for the year 15.28 15.28
Accumulated amortisation on disposals - -
Accumulated depreciation as at March 31, 2023 127.77 127.77
Net carrying value as at March 31, 2023 19.85 19.85

(i) Intangibles under development

(Amount in ` crore)

As at As at
Particulars
March 31, 2023 March 31, 2022
Balance at the beginning of the year - 0.07
Additions during the year 0.26 -
Capitalized during the year (0.16) (0.07)
Balance at the end of the year 0.10 -

(ii) Contractual obligation : The estimated amount of contracts remaining to be executed on capital account, and not
provided for is ` 7.31 crore as at March 31, 2023 (March 31, 2022: ` 1.87 crore).

(iii) Ageing schedule of Intangible assets under development as at March 31, 2023

(Amount in ` crore)

Amount in intangible assets under development for a period of

Particulars Less than 1 More than 3 Total
1-2 years 2-3 years
year years
Projects in progress 0.10 - - - 0.10
Projects temporarily suspended - - - - -

176
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Standalone Financial Statement

(iv) Ageing schedule of Intangible assets under development as at March 31, 2022

(Amount in ` crore)

Amount in intangible assets under development for a period of

Particulars Less than 1 More than 3 Total
1-2 years 2-3 years
year years
Projects in progress - - - - -
Projects temporarily suspended - - - - -

6 Investments In subsidiaries and joint venture

Unquoted:
(Amount in ` crore)

As at As at
Particulars March 31, 2023 March 31, 2022
Units Amount Units Amount
(i) Investments in Equity of subsidiaries- carried
at cost
(a) Tata Technologies Inc.- (3.75% Holding) 150,000 15.57 150,000 15.57
(b) Tata Technologies Pte Ltd, Singapore, a 100% 86,463,759 203.34 86,463,759 203.34
subsidiary company
(ii) Investments in joint venture - carried at cost
(a) Tata HAL Technologies Limited - - 5,070,000 5.07
Less: Provision for Impairment in value of - (5.07)
investment*
- -
Total Aggregate Unquoted Investments [(i)+(ii)] 218.91 218.91

(iii) Information about Joint Venture:

(Amount in ` crore)

% of Holding
Name of the Company Principal place of the business As at As at
March 31, 2023 March 31, 2022
TATA HAL Technologies Limited (THTL) India - 50%

The Company has a joint venture (JV) with Hindustan Aeronautics Ltd., THTL for providing engineering and design
solutions and services in the domain of aerostructures for aerospace industry.

*Having regard to the future business strategy/plans of the joint venture and considering their current financial
position, the Company recognized a provision for impairment loss of ` 5.07 crores during the year ended March
31, 2017, in respect of its investment in joint venture.

The Board and Shareholders of the joint venture have approved the voluntary liquidation of the Company and
have appointed Mr. Thirupal Gorige, Insolvency Professional, as the liquidator of the Company on June 8, 2021. The
winding up process is completed on March 17, 2023, vide order dated March 17, 2023 of the Honorable National
Company Law Tribunal .

(iv) Aggregate book value of unquoted investments 218.91 218.91

Aggregate value of impairment - 5.07

Annual Report 2022-23 177

Notes Forming Part of the Standalone Financial Statement

7 INVESTMENTS
(Amount in ` crore)

As at March 31, 2023 As at March 31, 2022

Units Amount Units Amount
CURRENT
Quoted Investments:
i) Investment carried at Fair value through Profit and
Loss (FVTPL)
Investments in Mutual Funds
SBI Premier Liquid Fund - DIRECT Growth 8,525 3.00 150,049 50.01
Aditya Birla Sun Life Cash Plus - - 2,915,499 100.04
Axis Liquid Fund-Direct-Growth-CFDG - - 423,111 100.03
Kotak Liquid Fund Direct Plan Growth 18,162 8.26 63,921 27.51
ICICI Prudential Liquid - Direct Plan - Growth - - 3,549,902 100.04
SBI Liquid Fund Regulare Growth - - 151,061 50.01
HDFC Liquid Fund -Direct Plan - Growth - - 239,055 100.04
UTI Liquid Cash Plan - Regular Plan - Growth 4,114 1.52 - -
UTI Liquid Cash Plan - Direct Plan - Growth 5,429 2.00 - -
Aditya Birla Sun Life Overnight Fund 24,747 3.00 - -
Axis Overnight Fund Direct Growth 67,489 8.00 - -
SBI Overnight Fund Direct Growth 10,963 4.00 - -
Total Investment carried at Fair value through Profit
and Loss (FVTPL) 29.78 527.68
Total Current Investments 29.78 527.68
Aggregate book value of quoted investments 29.78 527.68
Aggregate market value of quoted investments 29.78 527.68
Aggregate book value of unquoted investments - -
Aggregate book value of impairment - -

178
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Standalone Financial Statement

8 LOANS
(Amount in ` crore)

As at As at
March 31, 2023 March 31, 2022
NON-CURRENT
(Unsecured, considered good)
(a) Advances to related parties (Also refer note 31(ii)) - 0.02
Total - 0.02
CURRENT
(Unsecured, considered good)
(a) Loans to related parties (Also refer note 31(ii))
- Inter corporate deposits 484.75 42.50
(b) Loans and advances to employees 1.46 0.63
Less : Provision for doubtful receivables (0.46) (0.31)
Total 485.75 42.82

Disclosure of the loan granted which are repayable on demand

(Amount in ` crore)

Percentage to the Percentage to the

Amount of loan total loans and Amount of loan total loans and
or advance in the advances in the or advance in the advances in the
Type of borrowers nature of loan nature of loans nature of loan nature of loans
outstanding (including current outstanding (including current
and non-current) and non-current)
March 31, 2023 March 31, 2023 March 31, 2022 March 31, 2022
Promoter 484.75 100.00% 42.50 100.00%
Directors - - - -
Key Managerial Personnel ("KMP") - - - -
Related Parties - - - -

The above intercompany deposits are in compliance with the Companies Act and have been given for business
purpose. The rate of interest on the intercorporate deposits is in range of 5% to 7.05% as on March 31, 2023 (5%
as on March 31, 2022).

9 Other bank balances

(Amount in ` crore)

As at As at
March 31, 2023 March 31, 2022
CURRENT
(a) Earmarked balance with banks (Refer Note (i) below) 1.19 1.72
Total 1.19 1.72

Note:
(i) Earmarked balance pertain to:

- Unclaimed dividend

Annual Report 2022-23 179

Notes Forming Part of the Standalone Financial Statement

10 Other Financial Assets

(Amount in ` crore)

As at As at
March 31, 2023 March 31, 2022
NON-CURRENT
(Unsecured, considered good)
(a) Deposits pledged/lien with banks (Refer Note (i) below) 0.06 0.06
(b) Security deposits 11.40 9.47
Total 11.46 9.53
Notes :
(i) Deposits have been kept with bank as security for bank guarantee.

CURRENT
(Unsecured, considered good)
(a) Bills of Exchange - 5.06
(b) Receivable from related parties for reimbursement of expenses 8.46 3.49
(Also refer note 31(ii))
(c) SEIS licenses receivable - 4.78
(d) Security deposits - 0.01
(e) Other receivables * 29.45 -
Total 37.91 13.34
* It includes receivable for expenses incurred in relation to Initial Public Offering (“IPO”) that will be recovered by the Company from
the selling shareholders upon successful completion of IPO. (Refer note 36 (d))

11 (i) Income tax assets/(liabilities)

(Amount in ` crore)

As at As at
Particulars
March 31, 2023 March 31, 2022
Income Tax Assets (Net) 30.52 30.31
Income Tax Liabilities (Net) 18.27 15.44
Net current income tax assets /(liabilities) 12.25 14.87

11 (ii) Movement in income tax assets/(liabilities)

The gross movement in income tax assets/(liabilities) for the year ended March 31, 2023 and year ended March
31, 2022 is as follows:

(Amount in ` crore)

As at As at
Particulars
March 31, 2023 March 31, 2022
Net current income tax assets /(liability) at beginning 14.87 20.14
Income tax paid (net) 93.18 76.90
Current income tax expense (95.80) (82.17)
Net current income tax assets /(liability) at the end 12.25 14.87

180
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Standalone Financial Statement

11 (iii) Deferred tax assets (net)

(Amount in ` crore)

Recognised in/
Significant components and movement of deferred Recognised in reclassified
As at As at
tax assets and liabilities for the year ended March 31, statement of from other
April 1, 2022 March 31, 2023
2023: profit and loss comprehensive
income
Deferred tax assets:
Provisions and allowances for doubtful receivables and 10.98 (1.43) - 9.55
others
Compensated absences and retirement benefits 19.24 7.72 - 26.96
Remeasurement of post employment benefits 6.04 - 5.24 11.28
obligations
Derivative financial instruments - 0.13 - 0.13
Others 4.94 1.18 - 6.12
Total deferred tax assets 41.20 7.60 5.24 54.04
Deferred tax liabilities:
Property, plant and equipment and intangible assets (0.93) 0.01 - (0.92)
Gain/(Loss) on Change in Fair Value of Investments 0.09 (0.09) - -
Total deferred tax liabilities (0.84) (0.08) - (0.92)
Net Deferred tax assets/(liabilities) 42.04 7.68 5.24 54.96

(Amount in ` crore)

Recognised
Recognised in in/reclassified
Significant components of deferred tax assets and As at As at
statement of from other
liabilities for the year ended March 31, 2022: April 1, 2021 March 31, 2022
profit and loss comprehensive
income
Deferred tax assets:
Provisions and allowances for doubtful receivables and 4.35 6.63 - 10.98
others
Compensated absences and retirement benefits 9.44 9.80 - 19.24
Others 3.54 1.40 - 4.94
Remeasurement of post employment benefits 0.94 - 5.10 6.04
obligations
Total deferred tax assets 18.27 17.83 5.10 41.20
Deferred tax liabilities:
Property, plant and equipment and intangible assets (0.79) (0.14) - (0.93)
Gain/(Loss) on Change in Fair Value of Investments 0.02 0.07 - 0.09
Total deferred tax liabilities (0.77) (0.07) - (0.84)
Net Deferred tax assets/(liabilities) 19.04 17.90 5.10 42.04

Annual Report 2022-23 181

Notes Forming Part of the Standalone Financial Statement

12 Other Assets
(Amount in ` crore)

As at As at
Particulars
March 31, 2023 March 31, 2022
NON-CURRENT
(Unsecured, considered good)
(a) Prepaid expenses 78.37 36.33
(b) Deposits with government authorities 1.28 1.07
(c) Other non-current assets - 0.26
Total 79.65 37.66
CURRENT
(Unsecured, considered good)
(a) Advances to suppliers and contractors 90.29 31.38
(b) Prepaid expenses 55.22 36.63
(c) Balances with government authorities 166.74 120.47
(d) Contract Assets 659.44 456.92
(e) Deposits with government authorities 0.06 0.12
Total 971.75 645.52

13 Trade Receivables
(Amount in ` crore)

As at As at
Particulars
March 31, 2023 March 31, 2022
CURRENT
(Unsecured unless otherwise stated)
Trade receivables considered good 373.21 306.14
Less : Expected credit loss allowance 26.79 31.08
346.42 275.06

Above balance of Trade receivable include balances with related parties (Also refer Note 31 (ii))

Trade receivable ageing schedule as at March 31, 2023

(Amount in ` crore)

Outstanding for following periods from due date of payment

Particulars Less than 6 months 1 year - 2 2 year - 3 More than
Not due Total
6 months - 1 year year year 3 years
Undisputed Trade receivable - 189.70 129.95 9.62 24.54 5.48 13.92 373.21
Considered good
Disputed Trade receivable - - - - - - - -
Considered good
Gross trade receivables - - - - - - 373.21
Less : Expected credit loss - - - - - - (26.79)
allowance
Trade receivables - billed - - - - - - 346.42
Unbilled receivables 80.21 - - - - - 80.21
Trade receivables - billed and - - - - - - 426.63
unbilled

182
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Standalone Financial Statement

Trade receivable ageing schedule as at March 31, 2022

(Amount in ` crore)

Outstanding for following periods from due date of payment

Particulars Less than 6 months 1 year - 2 2 year - 3 More than
Not due Total
6 months - 1 year year year 3 years
Undisputed Trade receivable - 125.95 143.79 9.19 18.79 1.56 6.86 306.14
Considered good
Disputed Trade receivable - - - - - - - -
Considered good
Gross trade receivables - - - - - - 306.14
Less : Expected credit loss allowance - - - - - - (31.08)
Trade receivables - billed - - - - - - 275.06
Unbilled receivables 62.21 - - - - - 62.21
Trade receivables - billed and unbilled - - - - - - 337.27

14 Cash and Cash Equivalents

(Amount in ` crore)

As at As at
Particulars
March 31, 2023 March 31, 2022
(a) Balances with banks:
- Current account 42.05 11.84
(b) Cheques, drafts on hand/funds in transit 26.65 1.37
68.70 13.21

15 Equity Share Capital

(Amount in ` crore)

As at As at
Particulars
March 31, 2023 March 31, 2022
(a) Authorised :
(i) 1,750,000,000 equity shares of ` 2/- each 350.00 60.00
(as at March 31, 2022: 60,000,000 equity shares of ` 10/- each)
(ii) 700,000 0.01% Cumulative Non-participative Compulsorily convertible 0.70 0.70
Preference Shares of ` 10/- each
(as at March 31, 2022: 700,000 0.01% Cumulative Non-participative
Compulsorily convertible Preference Shares of ` 10/- each)
Total 350.70 60.70
(b) Issued, Subscribed and Fully paid up capital:
405,668,530 equity shares of ` 2/- each (41,806,975 equity shares of ` 10/- 81.13 41.81
each as at March 31, 2022)
81.13 41.81

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.

Annual Report 2022-23 183

Notes Forming Part of the Standalone Financial Statement

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 (refer note 18 and refer note 20). 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
1,750,000,000 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 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.

Post sub division of the existing authorised share capital of the Company, the Board of Directors at its meeting
held on December 12, 2022 had approved the bonus issue of one new equity share for every one share held
on record date, which was approved by the shareholders by means of an ordinary resolution through a postal
ballot dated January 14, 2023. The record date for the bonus issue is January 16, 2023. The sum of ` 40.56
crore 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. The company
had allotted 202,834,265 weighted average number of equity shares of ` 2 each by way of bonus issue to its
shareholders in ratio of 1:1 effective January 16, 2023.

The company had allotted bonus shares of 151,503,000 equity shares to Tata Motors Limited (Promoter and
Parent company), 4,059,960 equity shares to Tata Motors Finance Limited (Fellow Subsidiary) and 7,361,250
equity shares & 14,722,505 equity shares to Tata Capital Growth fund I and Alpha TC Holdings Pte. Ltd.
respectively (Associate of Group company).

(c) The movement of number of shares and share capital

Particulars No of shares Amount in ` crore

Equity shares
Number of shares as at April 1, 2021 41,806,975 41.81
Add: Shares issued under ESOP scheme - -
Number of shares as at March 31, 2022 41,806,975 41.81

184
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Standalone Financial Statement

Particulars No of shares Amount in ` crore

Equity shares
Number of shares as at April 1, 2022 41,806,975 41.81
Less: Shares extinguished on buy-back (Refer above note on buy-back of (1,240,122) (1.24)
shares)
Number of shares before split and bonus 40,566,853 40.57
Number of shares after split * 202,834,265 40.57
Add: Shares issued on account of bonus (Refer above note on share split and 202,834,265 40.56
bonus of Shares)
Number of shares as at March 31, 2023 405,668,530 81.13
* Number of shares have been sub divided into 5 shares of ` 2 each during the year.

(d) Rights, preferences and restrictions attached to shares :

(i) Ordinary Shares
The Company has only one class of shares having par value of ` 2/- per share. Each holder of equity
share is entitled to one vote per share and in the event of liquidation, has rights proportionate to their
shareholdings over the residual assets after paying out all the liabilities.

(e) Shares in the Company held by each shareholder holding more than 5% shares (including shares held
by the Holding Company, it’s subsidiaries and associates)

As at March 31, 2023 As at March 31, 2022

Particulars
No. of Shares % Holding No. of Shares % Holding
Equity Shares
(a) Tata Motors Limited (Holding Company) 303,006,000 74.69 30,300,600 72.48
(b) Alpha TC Holdings Pte Ltd. 29,445,010 7.26 3,746,505 8.96
332,451,010 81.95 34,047,105 81.44

(f) Shares held by promoter

Disclosure of shareholding of promoters as at March 31, 2023 is as follows:

As at March 31, 2023 As at March 31, 2022 % change

Name of promoter during the
No. of Shares % Holding No. of Shares % Holding year
Tata Motors Limited 303,006,000 74.69 30,300,600 72.48 2.21

(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.

Annual Report 2022-23 185

Notes Forming Part of the Standalone Financial Statement

(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.

(h) Shares reserved for issue under options:

Information relating to the Company’s share based payment plans, including details of options issued,
exercised and lapsed during the financial year and options outstanding at the end of the reporting period, is
set out in note 34.

16 (i) Other Equity:

(Amount in ` crore)

As at As at
March 31, 2023 March 31, 2022
Securities Premium - 13.16
Securities Premium identified seperately for consolidation adjustment 23.16 23.16
Capital Redemption Reserve 1.24 1.25
General reserve 58.37 84.54
Share options outstanding account 1.73 -
Special Economic Zone Reinvestment Reserve - -
Retained earnings 853.35 619.06
Items of other comprehensive income 0.91 0.98
938.76 742.15

16 (ii) Movement in other equity

(Amount in ` crore)

As at As at
March 31, 2023 March 31, 2022
Securities premium
Balance at the beginning of the year 13.16 259.08
Add: Buy-back of equity shares (adjusted with paid up equity share capital) 1.24 -
Less: Transfer to Capital Redemption Reserve (1.24) -
Less: Liability towards buy-back of equity shares (Refer note 15 and 18) - (245.79)
Less: Expenditure incurred on buy-back of equity shares (0.02) (0.13)
Less: Issue of Bonus shares (13.14) -
Balance at the end of the year - 13.16
Securities Premium identified seperately for consolidation adjustment
Balance at the beginning of the year 23.16 23.16
Balance at the end of the year 23.16 23.16
Capital redemption reserve
Balance at the beginning of the year 1.25 1.25
Add : Transferred from Securities Premium 1.24 -
Less: Issue of Bonus shares (1.25) -
Balance at the end of the year 1.24 1.25

186
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Standalone Financial Statement

(Amount in ` crore)

As at As at
March 31, 2023 March 31, 2022
General reserve
Balance at the beginning of the year 84.54 134.65
Less: Tax liabilty towards buy-back of equity shares (Refer note 15 and 20) - (50.11)
Less: Issue of Bonus shares (26.17) -
Balance at the end of the year 58.37 84.54
Retained earnings
Balance at the beginning of the year 619.06 410.04
Add: Profit for the year 244.03 218.52
Less: Remeasurements of post employment benefits obligations (net of tax effect) (9.74) (9.50)
Less: Transfer to Special Economic Zone Reinvestment Reserve (22.19) (19.34)
Add: Transferred from Special Economic Zone Reinvestment Reserve 22.19 19.34
Balance at the end of the year 853.35 619.06
Special Economic Zone Reinvestment Reserve
Balance at the beginning of the year - -
Add : Transferred from retained earnings 22.19 19.34
Less : Transferred to retained earnings (22.19) (19.34)
Balance at the end of the year - -
Share options oustanding account
Balance as at the beginning of the year - -
Add: Employee stock compensation expense 1.73 -
Balance as at the end of the year 1.73 -
Other Components of Equity:
Balance at the beginning of the year 0.98 1.13
Foreign Currency Translation Reserve (0.07) (0.15)
Balance at the end of the year 0.91 0.98

Notes:
(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.

Annual Report 2022-23 187

Notes Forming Part of the Standalone Financial Statement

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 crores. 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 crores (March 31, 2022 ` 23.16 crores) 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.

17 Trade Payables
(Amount in ` Crore)

As at As at
Particulars
March 31, 2023 March 31, 2022
CURRENT
Trade payables
(a) Total outstanding dues of micro enterprises and small enterprises* 107.17 17.22
(b) Total outstanding dues of creditors other than micro enterprises and small
enterprises 274.43 109.22
Total 381.60 126.44
* Note:
The information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been
determined to the extent such parties have been identified on the basis of information available with the Company.

188
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Standalone Financial Statement

(Amount in ` crore)

As at As at
Particulars
March 31, 2023 March 31, 2022
(a) Principal amount and the interest due and remaining unpaid 107.17 17.22
(b) Principal amount paid after appointed date during the year 0.42 0.73
(c) Interest remaining due and payable for earlier years 0.09 0.09
(d) Amount of interest paid, other than under Section 16 of MSMED Act, to
suppliers registered under the MSMED Act, beyond the appointed date
during the year - -
(e) Amount of interest accrued and unpaid 0.09 0.09

Trade payable ageing schedule as at March 31, 2023

(Amount in ` crore)

Outstanding for following periods from due date of payment

Particulars Less than 1 1 year - 2 2 year- 3 More than 3
Not Due Total
year year year years
(i) MSME 107.12 0.05 - - - 107.17
(ii) Others 197.93 5.78 1.04 0.58 2.13 207.46
(iii) Disputed dues - MSME - - - - - -
(iv) Disputed dues - Others - - - - - -
305.05 5.83 1.04 0.58 2.13 314.63
Accurred expenses 66.97
Total 381.60

Trade payable ageing schedule as at March 31, 2022

(Amount in ` crore)

Outstanding for following periods from due date of payment

Particulars Less than 1 1 year - 2 2 year- 3 More than 3
Not Due Total
year year year years
(i) MSME 17.02 0.20 - - - 17.22
(ii) Others 93.56 3.99 0.77 - 2.13 100.45
(iii) Disputed dues - MSME - - - - - -
(iv) Disputed dues - Others - - - - - -
110.58 4.19 0.77 - 2.13 117.67
Accurred expenses 8.77
Total 126.44

Annual Report 2022-23 189

Notes Forming Part of the Standalone Financial Statement

18 Other Financial Liabilities

(Amount in ` crore)

As at As at
Particulars
March 31, 2023 March 31, 2022
NON-CURRENT
(a) Dues payable to employees 0.54 0.35
Total 0.54 0.35
CURRENT
(a) Capital creditors 2.98 7.99
(b) Unpaid dividends 1.19 1.71
(c) Dues payable to employees 0.03 0.37
(d) Liability towards buy-back of equity shares (Refer note 15) - 245.79
(e) Fair value of foreign exchange derivative liabilities 0.38 -
Total 4.58 255.86

19 Provisions
(Amount in ` crore)

As at As at
Particulars
March 31, 2023 March 31, 2022
NON CURRENT
(a) Provision for Employee Benefits 22.78 18.65
Total 22.78 18.65
CURRENT
(a) Provision for Employee Benefits 27.45 23.39
Total 27.45 23.39

20 Other Current Liabilities

(Amount in ` crore)

As at As at
Particulars
March 31, 2023 March 31, 2022
(a) Statutory remittances (withholding taxes, Provident Fund, GST, etc.) 30.32 18.74
(b) Advance and Progress payments 912.65 659.79
(c) Unearned revenue 94.20 58.22
(d) Tax on liability towards buy-back of equity shares (Refer note 15) - 50.11
1,037.17 786.86

21 Revenue From Operations

(Amount in ` crore)

For the year ended For the year ended

Particulars
March 31, 2023 March 31, 2022
(a) Sale of services 1,555.01 1,159.78
(b) Sale of technology solutions (Refer note below) 556.96 569.87
(c) Other operating revenue 0.31 1.11
2,112.28 1,730.76
Note:
Technology Solutions includes Company’s revenue from academia upskilling and reskilling solutions and value
added reselling of software applications and solutions.

190
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Standalone Financial Statement

21 (i) Revenue disaggregation by Vertical Buisness Units is as follows:

(Amount in ` crore)

For the year ended For the year ended

Particulars
March 31, 2023 March 31, 2022
(a) Service 1,554.85 1,156.08
(b) Technology Solutions (Refer note below) 557.43 574.68
2,112.28 1,730.76
Note:
Technology solution segment includes revenue from services pertaining to product business amounting to ` 0.16
crore (March 31, 2022 : ` 3.70 crore).

21 (ii) Changes in Contract assets are as follows:

(Amount in ` crore)

For the year ended For the year ended

March 31, 2023 March 31, 2022
Balance at the beginning year 456.92 22.71
Revenue recognised during the year 884.57 753.80
Invoices rasied during the year (682.05) (319.59)
Balance at the end year 659.44 456.92

21 (iii) Changes in unearned and deferred revenue and advance from customers are as follows:
(Amount in ` crore)

For the year ended For the year ended

March 31, 2023 March 31, 2022
Balance at the beginning of the year 718.01 718.85
Revenue recognised that was included in unearned and deferred revenue at the (318.92) (59.15)
beginning the year
Increase due to invoicing during the year, excluding amounts recognised as 607.76 58.31
revenue and increase in advances received during the year
Balance at the end of the year 1,006.85 718.01

21 (iv) Reconciliation of revenue recognised with the contracted price is as follows:

(Amount in ` crore)

For the year ended For the year ended

March 31, 2023 March 31, 2022
Contracted price 2,112.28 1,730.76
Revenue recognised 2,112.28 1,730.76

The reduction towards variable consideration comprise of service level credits.

21 (v) The aggregate value of transaction price allocated to unsatisfied (or partially satisfied) performance obligations
is ` 788.01 crore (March 31, 2022: ` 476.59 crore) and is expected to be recognised as revenue in the next year.

Annual Report 2022-23 191

Notes Forming Part of the Standalone Financial Statement

22 Other Income (Net)

(Amount in ` crore)

For the year ended For the year ended

March 31, 2023 March 31, 2022
(a) Interest Income
(i) Interest income-others 27.25 34.05
(ii) Interest income on debentures - 0.25
(b) Other gains/(losses)
(i) Change in fair value of investments measured at FVTPL - mutual fund 0.02 0.20
units (net)
(ii) Change in fair value of derivatives measured at FVTPL (net) (0.38) -
(c) Other non-operating income
(i) Foreign currency gain/(loss) (net) 8.61 0.48
(ii) Profit on sale of investments measured at FVTPL - mutual fund units 0.65 0.55
(net)
(iii) Other non-operating income 0.52 1.65
(iv) Lease income (Refer Note (i) below) 1.56 0.39
38.23 37.57
Note:
(i) Maturity analysis of undiscounted lease payments to be received under opearting lease:

(Amount in ` crore)

For the year ended For the year ended

March 31, 2023 March 31, 2022
Due in 1st Year 1.30 1.56
Due in 2nd Year - 1.30
Due in 3rd to 5th Year - -
Due after 5th Year - -
1.30 2.86

23 Employee Benefits Expense

(Amount in ` crore)

For the year ended For the year ended

Particulars
March 31, 2023 March 31, 2022
(a) Salaries and wages 902.50 660.69
(b) Contribution to provident and other funds 48.80 32.96
(c) Share-based payments to employees (Refer note 34) 1.06 -
(d) Staff welfare expenses 30.19 16.92
982.55 710.57

192
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Standalone Financial Statement

24 Finance Costs
(Amount in ` crore)

For the year ended For the year ended

Particulars
March 31, 2023 March 31, 2022
(a) Interest on lease liabilities 7.65 7.45
(b) Other Interest cost 4.01 7.03
11.66 14.48

25 Depreciation and Amortisation Expense

(Amount in ` crore)

For the year ended For the year ended

Particulars
March 31, 2023 March 31, 2022
(a) Depreciation on Property, Plant and Equipment 28.42 19.13
(b) Depreciation on Right-of-use-asset 17.47 14.28
(c) Amortisation of Other Intangible assets 15.28 16.43
61.17 49.84

26 Other Expenses
(Amount in ` crore)

For the year ended For the year ended

Particulars
March 31, 2023 March 31, 2022
(a) Rent (Also refer note 26 (iii) below) 3.23 6.96
(b) Repairs & maintenance 8.60 7.99
(c) Office expenses 15.82 10.68
(d) Travelling & conveyance 21.05 5.44
(e) Power, fuel & Water charges 7.77 4.89
(f) Auditors remuneration (Also refer note 26 (i) below) 0.75 0.58
(g) Staff recruitment, training and seminar expenses 22.64 11.45
(h) Software & AMC charges 122.81 84.76
(i) Professional fees 13.53 4.50
(j) Communication expenses 10.56 10.67
(k) Allowances for expected credit loss (net) (4.09) 18.95
(l) Bad debts written off 3.72 -
(m) Corporate social responsibility (Also refer note 26 (ii) below) 5.55 5.48
(n) Miscellaneous expenses 7.24 18.94
239.18 191.29

Annual Report 2022-23 193

Notes Forming Part of the Standalone Financial Statement

26 (i) Payment to auditors

(Amount in ` crore)

For the year ended For the year ended

Particulars
March 31, 2023 March 31, 2022
(a) For statutory audit, including quarterly audits 0.53 0.48
(b) For Tax audit 0.07 0.06
(c) For other attest services 0.13 0.02
(d) For reimbursement of expenses 0.02 0.02
Total 0.75 0.58
The above audit fees excludes ` 1.64 crore towards fees paid/payable to be made to the auditors on account of intial public offering of
equity shares as these expenses would be recovered from selling shareholders.

26 (ii) Corporate social responsibility expenditure

(Amount in ` crore)

For the year ended For the year ended

Particulars
March 31, 2023 March 31, 2022
1 Gross amount required to be spent 5.50 5.31
2 Amount spent during the year on
(a) Construction/ acquisition of any asset - -
(b) On purposes other than (a) above 5.55 4.48
3 Shortfall at the end of the year - 0.83
4 Total of previous year shortfall - -
5 Reason for shortfall Not applicable Pertains to ongoing
projects
6 Nature of CSR activities STEM (Science- STEM (Science-
Technology- Technology-
Engineering- Engineering-
Mathematics) Mathematics)
Education program, Education program,
Employability Employability
enhancement enhancement
program program, Women
and Women empowerment
empowerment program, Integrated
program rural development,
Disaster relief
program

Movement in provision for corporate social responsibility expenditure

(Amount in ` crore)

For the year ended For the year ended

March 31, 2023 March 31, 2022
Opening balance of the provision 1.00 -
Add: addition during the year - 1.00
Less: Utilised during the year (1.00) -
Closing balance of the provision - 1.00
The Company has not entered into related party transaction for corporate social expenditure for the year ended March 31, 2023 and
previous year ended March 31, 2022.

194
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Standalone Financial Statement

26 (iii) Rent
(Amount in ` crore)

For the year ended For the year ended

Particulars
March 31, 2023 March 31, 2022
(a) Expenses related to short-term leases 1.34 0.36
(b) Expenses related to low-value assets, excluding short-term leases of low- 1.89 6.60
value assets
Total 3.23 6.96

27 Earning per Share

(Amount in ` crore)

For the year ended For the year ended

Particulars
March 31, 2023 March 31, 2022
(a) Profit attributable to equity shareholders ` crore 244.03 218.52
(b) The weighted average number of ordinary equity shares Nos. 405,736,482 405,736,482
outstanding during the year
(c) The nominal value per ordinary Share ` 2.00 2.00
(d) Earnings Per Share (Basic) ` 6.01 5.39
(e) The weighted average number of ordinary equity shares Nos. 405,736,482 405,736,482
outstanding during the year
(f) Add: Adjustment for Employee Stock Options Nos. 159,148 -
(g) The weighted average number of equity shares outstanding for Nos. 405,895,630 405,736,482
diluted EPS
(h) Earnings Per Shares (Diluted) ` 6.01 5.39

Note:
(i) Share splits and bonus issue
The basic and diluted earning per share for the current year and previous year presented have been calculated
/ restated after considering the share split and bonus issue and appropriate adjustments to outstanding
options granted to employees under the ESOP scheme. (Refer note 15)

28 (a) Contingent Liabilities

(Amount in ` crore)

As at As at
Particulars
March 31, 2023 March 31, 2022
(a) Bonus related to retrospective year (Also refer note (i)) 7.82 7.82
(b) Income Tax demands disputed in appeals (Also refer note (ii)) 2.01 3.14
(c) Sales Tax demands disputed in appeals - 0.02
(d) Service Tax demands disputed in appeals (Also refer note (iii) and (iv)) 17.65 23.55

Notes:
(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.

Annual Report 2022-23 195

Notes Forming Part of the Standalone Financial Statement

(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) Pertains to disputes in relation to service tax on reverse charge mechanism amounting to ` Nil crore (March 31,
2022: ` 1.49 crore) for Financials Years 2006-07 and 2007-08. Considering the merit of the case, confirmation
of demand is likely to be remote, hence contingent liability has been disclosed to the tune of ` Nil crore
(March 31, 2022: ` 6.67 crore) consisting of demand of ` Nil (March 31, 2022: ` 1.49 crore) crores and interest
and penalty of ` Nil crore. (March 31, 2022: ` 5.18 crore)

(iv) 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 ` 17.65 crore (March 31, 2022: ` 16.88 crore) consisting
of demand of ` 5.11 crore and interest and penalty of ` 12.54 crore (March 31, 2022: ` 11.77 crore).

(v) 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.

(vi) 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.

196
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Standalone Financial Statement

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:

30.1 Defined contribution plans

(Amount in ` crore)

As at As at
March 31, 2023 March 31, 2022
Contribution to provident fund 32.23 22.28
Contribution to superannuation fund 6.30 4.01
38.53 26.29

30.2 Defined benefit plans

Defined benefits plans / long term compensated absences:
The principal assumptions used for the purposes of the actuarial valuations were as follows:

Gratuity (Funded) Bhavishya Kalyan Yojana (BKY)(Unfunded)

Valuation as at Valuation as at
March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022
Discount rate(s) 7.20% 7.10% 7.20% 7.10%
Expected rate(s) of salary increase 7%-10% 7%-10.50% N/A N/A
Medical inflation rate - - - -
Withdrawal rate:
Age
20 - 34 years 17% 18% N.A. N.A.
35 - 40 years 9% 9% N.A. N.A.
41 - 50 years 6% 5% N.A. N.A.
51 - 60 years 5% 5% N.A. N.A.

Post Retirement Medicare Scheme

Superannuation (Partly Funded)
(Unfunded)
Valuation as at Valuation as at
March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022
Discount rate(s) 7.10% 6.50% 7.30% 7.20%
Expected rate(s) of salary increase - - - -
Medical inflation rate - - 6.00% 6.00%
Withdrawal rate:
Age
20 - 34 years 17% 18% N.A. N.A.
35 - 40 years 9% 9% N.A. N.A.
41 - 50 years 6% 5% N.A. N.A.
51 - 60 years 5% 5% N.A. N.A.

Annual Report 2022-23 197

Notes Forming Part of the Standalone Financial Statement

Amounts recognised in standalone statement of profit and loss in respect of these defined benefit plans
are as follows:

Year Ended Year Ended Year Ended Year Ended

March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022
Amount in ` crore Amount in ` crore Amount in ` crore Amount in ` crore
Service cost:
Current service cost 9.57 6.61 - -
Past service cost and (gain)/loss from - - - -
settlements
Net interest expense 0.70 0.06 0.15 0.15
Components of defined benefit costs
recognised in profit or loss 10.27 6.67 0.15 0.15
Remeasurement on the net defined
benefit liability:
Return on plan assets (excluding amounts 2.03 (0.18) - -
included in net interest expense)
Actuarial (gains) / losses arising from (0.20) 0.15 - -
changes in demographic assumptions.
Actuarial (gains) / losses arising from 0.61 14.06 (0.01) (0.03)
changes in financial assumptions
Actuarial (gains) / losses arising from 13.00 0.74 (0.05) (0.05)
experience adjustments
Others
Components of defined benefit costs
recognised in other comprehensive income 15.44 14.77 (0.06) (0.08)
Total 25.71 21.44 0.09 0.07

Year Ended Year Ended Year Ended Year Ended

March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022
Amount in ` crore Amount in ` crore Amount in ` crore Amount in ` crore
Service cost:
Current service cost 0.05 0.06 - -
Past service cost and (gain)/loss from - - - -
settlements
Net interest expense - - 0.17 0.18
Components of defined benefit costs
recognised in profit or loss 0.05 0.06 0.17 0.18
Remeasurement on the net defined
benefit liability:
Return on plan assets (excluding amounts 0.06 (0.23) - -
included in net interest expense)
Actuarial (gains) / losses arising from - - - -
changes in demographic assumptions.
Actuarial (gains) / losses arising from - (0.04) (0.31) 0.02
changes in financial assumptions
Actuarial (gains) / losses arising from (0.08) 0.01 (0.05) (0.05)
experience adjustments
Others 0.02 0.26
Components of defined benefit costs - - (0.40) (0.09)
recognised in other comprehensive income
Total 0.05 0.06 (0.23) 0.09

198
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Standalone Financial Statement

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.

The amount included in the standalone balance sheet arising from the entity’s obligation in respect of its defined
benefit plans is as follows:

Bhavishya Kalyan Yojana (BKY)

Gratuity (Funded)
(Unfunded)
As at As at As at As at
March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022
Amount in ` crore Amount in ` crore Amount in ` crore Amount in ` crore
Present value of funded defined benefit (95.32) (76.12) (2.03) (2.17)
obligation
Fair value of plan assets 70.91 55.10 - -
Effect of asset ceiling - - - -
Funded status (24.41) (21.02) (2.03) (2.17)
Net liability arising from defined benefit
obligation (24.41) (21.02) (2.03) (2.17)

Superannuation Post Retirement Medicare Scheme

(Partly Funded) (Unfunded)
As at As at As at As at
March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022
Amount in ` crore Amount in ` crore Amount in ` crore Amount in ` crore
Present value of funded defined benefit (2.35) (2.87) (1.91) (2.51)
obligation
Fair value of plan assets 2.71 3.22 - -
Effect of asset ceiling (0.36) (0.35)
Funded status - - (1.91) (2.51)
Net liability arising from defined benefit
obligation - - (1.91) (2.51)

Annual Report 2022-23 199

Notes Forming Part of the Standalone Financial Statement

Movements in the present value of the defined benefit obligation are as follows:

Bhavishya Kalyan Yojana (BKY)

Gratuity (Funded)
(Unfunded)
Year Ended Year Ended Year Ended Year Ended
March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022
Amount in ` crore Amount in ` crore Amount in ` crore Amount in ` crore
Opening defined benefit obligation 76.12 59.41 2.16 2.31
Current service cost 9.57 6.61 0.15 0.15
Interest cost 5.09 3.80 - -
Remeasurement (gains)/losses: Actuarial (0.20) 0.15 -
gains and losses arising from changes in
demographic assumptions
Actuarial gains and losses arising from 0.61 14.06 (0.01) (0.03)
changes in financial assumptions
Actuarial gains and losses arising from 13.00 0.74 (0.05) (0.05)
experience adjustments
Transfer to/(from) Holding Company (Net) - - - -
Benefits paid (8.87) (8.65) (0.22) (0.22)
Closing defined benefit obligation 95.32 76.12 2.03 2.16

Superannuation Post Retirement Medicare Scheme

(Partly Funded) (Unfunded)
Year Ended Year Ended Year Ended Year Ended
March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022
Amount in ` crore Amount in ` crore Amount in ` crore Amount in ` crore
Opening defined benefit obligation 2.87 2.68 2.51 2.76
Current service cost 0.05 0.06 - -
Interest cost 0.17 0.16 0.17 0.18
Remeasurement (gains)/losses: Actuarial - - - -
gains and losses arising from changes in
demographic assumptions
Actuarial gains and losses arising from - (0.04) (0.31) 0.02
changes in financial assumptions
Actuarial gains and losses arising from (0.08) 0.01 (0.09) (0.11)
experience adjustments
Transfer to/(from) Holding Company (Net) - - - -
Benefits paid (0.66) - (0.37) (0.34)
Closing defined benefit obligation 2.35 2.87 1.91 2.51

200
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Standalone Financial Statement

Reconciliation of the fair value of the plan assets are as follows:

Bhavishya Kalyan Yojana (BKY)

Gratuity (Funded)
(Unfunded)
Year Ended Year Ended Year Ended Year Ended
March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022
Amount in ` crore Amount in ` crore Amount in ` crore Amount in ` crore
Opening fair value of plan assets 55.10 57.27 - -
Interest income 4.39 3.74 - -
Remeasurement gain (loss): Return on plan (2.03) 0.18 - -
assets (excluding amounts included in net
interest expense)
Contributions from the employer 22.32 2.56 0.22 0.22
Benefits paid (8.87) (8.65) (0.22) (0.22)
Transfer to/(from) Holding Company (Net) - - - -
Closing fair value of plan assets 70.91 55.10 - -

Superannuation Post Retirement Medicare Scheme

(Partly Funded) (Unfunded)
Year Ended Year Ended Year Ended Year Ended
March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022
Amount in ` crore Amount in ` crore Amount in ` crore Amount in ` crore
Opening fair value of plan assets 3.22 2.77 - -
Interest income 0.16 0.16 - -
Remeasurement gain (loss): Return on plan (0.06) 0.23 - -
assets (excluding amounts included in net
interest expense)
Contributions from the employer 0.05 0.06 0.37 0.34
Benefits paid (0.66) - (0.37) (0.34)
Transfer to/(from) Holding Company (Net) - - - -
Closing fair value of plan assets 2.71 3.22 - -

The major categories of plan assets as percentage of total plan assets:

Bhavishya Kalyan Yojana (BKY)

Gratuity (Funded)
(Unfunded)
Debt securities 100.00% 100.00% N/A N/A

Superannuation Post Retirement Medicare Scheme

(Partly Funded) (Unfunded)
Debt securities 100.00% 100.00% N/A N/A

Annual Report 2022-23 201

Notes Forming Part of the Standalone Financial Statement

Sentivity Analysis
The table below outlines the effect on the service cost, the interest cost and the defined benefit obligation in the
event of a decrease/increase of 1% in the assumed rate of discount rate, salary escalation and health care cost:

Salary Escalation Salary Escalation

Assumption
Discount Rate Rate Discount Rate Rate
Change in Assumption
Increase by 1% 8.20% Defined Above 8.20% Defined Above
Decrease by 1% 6.20% Defined Above 6.20% Defined Above
Impact on defined benefit obligation
Increase by 1% (Amount in ` crore) (7.81) 8.43 (0.12) N.A.
Decrease by 1% (Amount in ` crore) 9.05 (7.44) 0.14 N.A.
Impact on service cost and interest cost
Increase by 1% (Amount in ` crore) (2.96) 3.55 0.01 N.A.
Decrease by 1% (Amount in ` crore) 3.35 (3.07) (0.01) N.A.

Salary Escalation
Assumption
Discount Rate Rate Discount Rate Medical Cost
Change in Assumption
Increase by 1% 8.10% Defined Above 8.30% 7.00%
Decrease by 1% 6.10% Defined Above 6.30% 5.00%
Impact on defined benefit obligation
Increase by 1% (Amount in ` crore) - N.A. (0.07) 0.07
Decrease by 1% (Amount in ` crore) - N.A. 0.07 (0.07)
Impact on service cost and interest cost
Increase by 1% (Amount in ` crore) - N.A. 0.01 -
Decrease by 1% (Amount in ` crore) - N.A. (0.01) -

Maturity profile of defined benefit obligation:

Amount in ` crore
Within 1 Year 7.36 0.27 0.14 0.26
1-2 years 7.73 0.22 - 0.24
2-3 years 9.53 0.22 - 0.23
3-4 years 9.42 0.22 - 0.21
4-5 years 12.48 0.22 0.05 0.20
5-10 years 81.93 0.87 0.08 0.64

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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Standalone Financial Statement

Employee benefit plans

The plans typically expose the company to the actuarial risks such as: investments risk, interest risks, longevity
risk and salary risk

Investment risk The present value of the defined benefit plan liability (denominated in Indian Rupee) is calculated using
a discount rate which is determined by reference to market yields at the end of the reporting Year on
government bonds. For other defined benefit plans, the discount rate is determined by reference to market
yields at the end of the reporting Year on high quality corporate bonds when there is a deep market for
such bonds; if the return on plan asset is below this rate, it will create a plan deficit. Currently, for the plan in
India, it has a relatively balanced mix of investments in government securities, and other debt instruments.
Interest risk A decrease in the bond interest rate will increase the plan liability; however, this will be partially offset by
an increase in the return on the plan's debt investments.
Longevity risk The present value of the defined benefit plan liability is calculated by reference to the best estimate of the
mortality of plan participants both during and after their employment. An increase in the life expectancy of
the plan participants will increase the plan's liability.
Salary risk The present value of the defined benefit plan liability is calculated by reference to the future salaries of
plan participants. As such, an increase in the salary of the plan participants will increase the plan's liability.

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, 2023 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.

30.3 Long term compensated absences:

The principal assumptions used for the purposes of the actuarial valuations were as follows:
(Amount in ` crore)

Compensated Absence-Domestic Plans

(Unfunded)
Valuation as at
March 31, 2023 March 31, 2022
Discount rate(s) 7.20% 7.10%
Expected rate(s) of salary increase 7%-10% 7%-10.5%
Medical inflation rate - -
Withdrawal rate:
Age
20 - 34 years 17% 18%
35 - 40 years 9% 9%
41 - 50 years 6% 5%
51 - 60 years 5% 5%

Annual Report 2022-23 203

Notes Forming Part of the Standalone Financial Statement

 mounts recognised in consolidated statement of profit and loss in respect of these long term compensated
A
absences are as follows:

Year Ended Year Ended

March 31, 2023 March 31, 2022
Amount in ` crore Amount in ` crore
Service cost:
Current service cost 2.90 3.48
Actuarial (gains) / losses (net) 6.94 4.71
Net interest expense 0.97 0.68
Total 10.81 8.87

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

 he amount included in the standalone balance sheet arising from the entity’s obligation in respect of its long
T
term compensated absences is as follows:

Compensated Absence-Domestic Plans

(Unfunded)
as at
March 31, 2023 March 31, 2022
Amount in ` crore Amount in ` crore
Present value of obligation (21.88) (16.34)
Net Closing liability from long term compensated absences (21.88) (16.34)

Movements in the present value of the long term compensated absences are as follows:
(Amount in ` crore)

Compensated Absence-Domestic Plans

(Unfunded)
Year Ended Year Ended
March 31, 2023 March 31, 2022
Opening balance 16.34 11.99
Current service cost 2.90 3.48
Interest cost 0.97 0.68
Remeasurement (gains)/losses: Actuarial gains and losses arising from changes in 6.94 4.71
demographic assumptions
Benefits paid (5.27) (4.52)
Closing balance 21.88 16.34

Maturity profile of long term compensated absences:

(Amount in ` crore)

Within 1 Year 2.61

1-2 years 2.83
2-3 years 3.00
3-4 years 2.99
4-5 years 3.02
5-10 years 14.81

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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Standalone Financial Statement

31 Related Party Disclosures for the year ended March 31, 2023
a) Related party and their relationship
1 Parent Company Tata Motors Limited
2 Subsidiary Tata Technologies Pte. Limited
3 Indirect Subsidiaries 1 Tata Technologies (Thailand) Limited
2 INCAT International Plc.
3 Tata Technologies Europe Limited
4 Tata Technologies GmbH (Formerly known as INCAT GmbH upto March 30, 2022)
5 Tata Technologies Inc (Subsidiary of Tata Technologies Europe Limited w.e.f March 20,
2015)
6 Tata Technologies de Mexico, S.A. de C.V. (under liquidation)
7 Cambric Limited
8 Cambric GmbH (Liquidated on September 17, 2020)
9 Tata Technologies SRL Romania
10 Tata Manufacturing Technologies (Shanghai) Co. Limited
11 Tata Technologies Nordics AB (Formerly known as Escenda Engineering AB upto
November 01, 2020)
12 Tata Technologies Limited Employees Stock Option Trust
13 Incat International Limited ESOP 2000
4 Fellow subsidiaries 1 TML Business Services Limited
2 Tata Motors European Technical Centre PLC
3 Tata Motors Insurance Broking and Advisory Services Limited
4 TMF Holdings Limited
5 TML Holdings Pte. Limited
6 Tata Hispano Motors Carrocera S.A.
7 Tata Hispano Motors Carrocerries Maghreb SA
8 Trilix S.r.l.
9 Tata Precision Industries Pte. Limited
10 Tata Motors Body Solutions Limited (Name changed from Tata Marcopolo Motors
Limited with effect from December 30, 2022)
11 Tata Daewoo Commercial Vehicle Company Limited
12 Tata Daewoo Commercial Vehicle Sales and Distribution Company Limited
13 Tata Motors (Thailand) Limited
14 Tata Motors (SA) (Proprietary) Limited
15 PT Tata Motors Indonesia
16 PT Tata Motors Distribusi Indonesia
17 Jaguar Land Rover Automotive Plc
18 Jaguar Land Rover Limited
19 Jaguar Land Rover Austria GmbH
20 Jaguar Land Rover Japan Limited
21 JLR Nominee Company Limited (dormant)
22 Jaguar Land Rover Deutschland GmbH
23 Jaguar Land Rover North America LLC
24 Jaguar Land Rover Nederland BV
25 Jaguar Land Rover Portugal - Veículos e Peças, Lda.
26 Jaguar Land Rover Australia Pty Limited
27 Jaguar Land Rover Italia Spa

Annual Report 2022-23 205

Notes Forming Part of the Standalone Financial Statement

28 Jaguar Land Rover Korea Company Limited

29 Jaguar Land Rover (China) Investment Co. Ltd.
30 Jaguar Land Rover Canada ULC
31 Jaguar Land Rover France, SAS
32 Jaguar Land Rover (South Africa) (Pty) Limited
33 Jaguar e Land Rover Brasil Indústria e Comércio de Veículos LTDA
34 Limited Liability Company "Jaguar Land Rover" (Russia)
35 Jaguar Land Rover (South Africa) Holdings Limited
36 Jaguar Land Rover Classic Deutschland GmbH
37 Jaguar Land Rover Hungary KFT
38 Jaguar Land Rover India Limited
39 Jaguar Land Rover Espana SL
40 Jaguar Land Rover Belux NV
41 Jaguar Land Rover Holdings Limited
42 Jaguar Cars South Africa (Pty) Limited (dormant)
43 Jaguar Cars Limited (dormant)
44 Land Rover Exports Limited (dormant)
45 Land Rover Ireland Limited (non-trading)
46 The Daimler Motor Company Limited (dormant)
47 Daimler Transport Vehicles Limited (dormant)
48 S.S. Cars Limited (dormant)
49 The Lanchester Motor Company Limited (dormant)
50 Shanghai Jaguar Land Rover Automotive Services Company Limited
51 Jaguar Land Rover Pension Trustees Limited (dormant)
52 Jaguar Land Rover Slovakia s.r.o
53 Jaguar Land Rover Singapore Pte. Ltd.
54 Jaguar Racing Limited
55 InMotion Ventures Limited
56 InMotion Ventures 2 Limited
57 InMotion Ventures 3 Limited
58 Jaguar Land Rover Colombia S.A.S
59 Jaguar Land Rover Ireland (Services) Limited
60 Jaguar Land Rover Taiwan Company Limited
61 Jaguar Land Rover Servicios México, S.A. de C.V.
62 Jaguar Land Rover México, S.A.P.I. de C.V.
63 Jaguar Land Rover Classic USA LLC (dormant)
64 Tata Motors Finance Solutions Limited
65 Tata Motors Finance Limited
66 Bowler Motors Limited
67 Jaguar Land Rover (Ningbo) Trading Co. Limited
68 Brabo Robotics and Automation Limited
69 Tata Motors Passenger Vehicles Limited
70 Jaguar Land Rover Ventures Limited
71 TML CV Mobility Solutions Limited (Incorporated on June 7, 2021)
72 Jaguar Land Rover Technology and Business Services India Private Limited
73 Tata Passenger Electric Mobility Ltd. (Incorporated on December 21, 2021)
74 In-Car Ventures Limited

206
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Standalone Financial Statement

75 TML Smart City Mobility Solutions Limited

76 TML Smart City Mobility Solutions (J&K) Private Limited (Incorporated with effect from
October 13, 2022)
5 Joint Venture TATA HAL Technologies Limited (Dissolved w.e.f. March 17, 2023 via NCLT Order dated
March 17, 2023)
6 Associates and Joint Venture of 1 Tata Sons Private Limited
Group Company 2 Jaguar Cars Finance Limited
3 Automobile Corporation of Goa Limited
4 Nita Company Limited
5 Tata Hitachi Construction Machinery Company Private Limited
6 Tata Precision Industries (India) Limited
7 Tata AutoComp Systems Limited
8 Loginomic Tech Solutions Private Limited (“TruckEasy”)
9 Automotive Stampings and Assemblies Limited
10 Nanjing Tata Autocomp Systems Limited
11 TACO Engineering Services GmbH
12 Ryhpez Holding (Sweden) AB
13 TitanX Holding AB
14 TitanX Engine Cooling Inc.
15 TitanX Engine Cooling Kunshan Co. Ltd.
16 TitanX Engine Cooling AB
17 TitanX Engine Cooling, Poland
18 TitanX Refrigeracão de Motores LTDA
19 Tata Ficosa Automotive Systems Private Limited
20 Tata AutoComp GY Batteries Private Limited
21 Tata Autocomp Hendrickson Suspensions Private Limited
22 Air International TTR Thermal Systems Private Limited
23 TM Automotive Seating Systems Private Limited
24 TACO Sasken Automotive Electronics Limited
25 Tata Cummins Private Limited
26 Fiat India Automobiles Private Limited
27 Chery Jaguar Land Rover Automotive Company Limited
28 Chery Jaguar Land Rover Auto Sales Company Limited
29 Tata AutoComp Gotion Green Energy Solutions Private Limited
30 Ewart Investments Limited
31 Tata Limited
32 Tata AIA Life Insurance Company Limited
33 Tata AIG General Insurance Company Limited
34 Indian Rotorcraft Limited
35 Panatone Finvest Limited
36 TS Investments Limited
37 Tata SIA Airlines Limited
38 Infiniti Retail Limited
39 Tata Incorporated
40 Tata Investment Corporation Limited
41 Simto Investment Company Limited
42 Tata Asset Management Private Limited
43 Tata Asset Management (Mauritius) Private Limited

Annual Report 2022-23 207

Notes Forming Part of the Standalone Financial Statement

44 Tata Pension Management Limited

45 Tata Consulting Engineers Limited
46 Ecofirst Services Limited
47 TCE QSTP-LLC
48 Tata International AG, Zug
49 TRIF Investment Management Limited
50 Tata Advanced Systems Limited
51 Aurora Integrated Systems Private Limited
52 HELA Systems Private Limited
53 Nova Integrated Systems Limited
54 TASL Aerostructures Private Limited
55 Tata Lockheed Martin Aerostructures Limited
56 Tata Sikorsky Aerospace Limited
57 Tata Boeing Aerospace Limited
58 Tata Capital Limited
59 Tata Capital Advisors Pte. Limited
60 Tata Capital Financial Services Limited
61 TATA Capital General Partners LLP
62 Tata Capital Growth Fund I
63 Tata Capital Healthcare General Partners LLP
64 Tata Capital Housing Finance Limited
65 Tata Capital Plc
66 Tata Capital Pte. Limited
67 Tata Cleantech Capital Limited
68 Tata Opportunities General Partners LLP
69 Tata Securities Limited
70 Tata Capital Special Situation Fund
71 Tata Capital Healthcare Fund I
72 Tata Capital Innovations Fund
73 Tata Capital Growth Fund II
74 Tata Housing Development Company Limited
75 Apex Realty Private Limited
76 Ardent Properties Private Limited
77 Concept Developers & Leasing Limited
78 HLT Residency Private Limited
79 Kriday Realty Private Limited
80 One-Colombo Project (Private) Limited
81 Promont Hillside Private Limited
82 Smart Value Homes (Boisar) Private Limited
83 Tata Value Homes Limited
84 THDC Management Services Limited
85 World-One (Sri Lanka) Projects Pte. Limited
86 World-One Development Company Pte. Limited
87 Synergizers Sustainable Foundation
88 Tata Realty and Infrastructure Limited
89 Acme Living Solutions Private Limited
90 Arrow Infraestate Pvt Limited

208
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Standalone Financial Statement

91 Gurgaon Construct Well Private Limited

92 Gurgaon Realtech Limited
93 HV Farms Private Limited
94 TRIF Gurgaon Housing Projects Private Limited
95 Wellkept Facility Mangement Services Private Limited
96 TRIL Roads Private Limited
97 TRIL Urban Transport Private Limited
98 TRIL Infopark Limited
99 Hampi Expressways Private Limited
100 Dharamshala Ropeway Limited
101 International Infrabuild Private Limited
102 Uchit Expressways Private Limited
103 Tata Consultancy Services Limited
104 APTOnline Limited
105 C-Edge Technologies Limited
106 Diligenta Limited
107 MahaOnline Limited
108 MGDC S.C.
109 MP Online Limited
110 Tata Consultancy Services Indonesia, PT
111 Tata America International Corporation
112 Tata Consultancy Services (Africa) (PTY) Ltd.
113 Tata Consultancy Services (China) Co., Ltd.
114 Tata Consultancy Services (Philippines) Inc.
115 Tata Consultancy Services (South Africa) (PTY) Ltd.
116 Tata Consultancy Services (Thailand) Limited
117 Tata Consultancy Services Argentina S.A.
118 Tata Consultancy Services Asia Pacific PTE. Ltd.
119 Tata Consultancy Services Belgium
120 Tata Consultancy Services Canada Inc.
121 Tata Consultancy Services Chile S.A.
122 Tata Consultancy Services Danmark ApS
123 Tata Consultancy Services De Espana SA
124 Tata Consultancy Services De Mexico S.A.,De C.V.
125 Tata Consultancy Services Deutschland GmbH
126 Tata Consultancy Services Do Brasil Ltda
127 Tata Consultancy Services France
128 Tata Consultancy Services Luxembourg S.A.
129 Tata Consultancy Services Malaysia Sdn Bhd.
130 Tata Consultancy Services Netherlands BV
131 Tata Consultancy Services Osterreich GmbH
132 Tata Consultancy Services Qatar L.L.C
133 Tata Consultancy Services Sverige Aktiebolag
134 Tata Consultancy Services Switzerland Ltd.
135 TCS Financial Solutions (Beijing) Co., Ltd.
136 TCS Financial Solutions Australia Pty Limited
137 TCS FNS Pty Limited

Annual Report 2022-23 209

Notes Forming Part of the Standalone Financial Statement

138 TCS Iberoamerica SA

139 TCS Inversiones Chile Limitada
140 Tata Consultancy Services Italia s.r.l.
141 TCS Solution Center S.A.
142 TCS Uruguay S. A.
143 TCS e-Serve International Limited
144 Tata Consultancy Services Japan, Ltd.
145 TCS Foundation
146 Tata Consultancy Services UK limited
147 Tata Consultancy Services Saudi Arabia
148 Tata Trustee Company Private Limited
149 Tata Play Limited
150 ACTVE Digital Services Private Limited
151 Tata Play Broadband Private Limited
152 TSBB Voice Private Limited
153 Niskalp Infrastructure Services Limited
154 India Emerging Companies Investment Limited
155 Inshaallah Investments Limited
156 Tata Industries Limited
157 Qubit Investments Pte. Limited
158 Tata SmartFoodz Limited (formerly SmartFoodz Limited)
159 Tata International Limited
160 Blackwood Hodge Zimbabwe (Private) Limited
161 Calsea Footwear Private Limited
162 Pamodzi Hotels Plc
163 Tata Africa (Cote D’Ivoire) SARL
164 Tata Africa Holdings (Ghana) Limited
165 TATA Africa Holdings (Kenya) Limited
166 Tata Africa Holdings (SA) (Proprietary) Limited
167 Tata Africa Holdings (Tanzania) Limited
168 Tata Africa Services (Nigeria) Limited
169 Tata De Mocambique, Limitada
170 Tata Holdings Mocambique Limitada
171 Tata International Metals (Americas) Limited
172 Tata International Metals (Asia) Limited
173 Tata International Singapore Pte Limited
174 Tata South East Asia (Cambodia) Limited
175 Tata Uganda Limited
176 Tata West Asia FZE
177 Tata Zambia Limited
178 Tata Zimbabwe (Private) Limited
179 TIL Leather Mauritius Limited
180 Tata International West Asia DMCC
181 Motor-Hub East Africa Limited
182 Tata International Vietnam Company Limited
183 Tata International Unitech (Senegal) SARL
184 Tata International Canada Limited

210
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Standalone Financial Statement

185 Newshelf 1369 Pty Ltd.

186 Taj Air Limited
187 Strategic Energy Technology Systems Private Limited
188 Pune Solapur Expressways Private Limited
189 TRIL IT4 Private Limited
190 Mikado Realtors Private Limited
191 Industrial Minerals and Chemicals Company Private Limited
192 Arvind and Smart Value Homes LLP
193 Princeton Infrastructure Private Limited
194 Sohna City LLP
195 Technopolis Knowledge Park Limited
196 HL Promoters Private Limited
197 Kolkata-One Excelton Private Limited
198 Sector 113 Gatevida Developers Private Limited
199 Promont Hilltop Private Limited
200 Smart Value Homes (Peenya Project) Private Limited
201 Smart Value Homes (New Project) LLP
202 One Bangalore Luxury Projects LLP
203 Tata International Vehicle Applications Private Limited
204 Tata International GST AutoLeather Limited
205 Durg Shivnath Expressways Private Limited
206 Matheran Rope-Way Private Limited
207 TATASOLUTION CENTER S.A.
208 Alliance Finance Corporation Limited
209 MIA Infrastructure Private Limited
210 Flisom - AG
211 915 Labs Inc
212 Impetis Biosciences Limited
213 Tata Digital Private Limited
214 Tata Engineering Consultants Saudi Arabia Company
215 AFCL RSA (Pty) Limited
216 TISPL Trading Company Limited
217 TCTS Senegal Limited
218 Tata Autocomp SECO Powertrain Private Limited
219 Tata Autocomp Katcon Exhaust Systems Private Limited
220 TCL Employee Welfare Trust
221 Tata Capital Growth II General Partners LLP
222 Tata Capital Healthcare Fund II
223 TATA Capital Healthcare II General Partners LLP
224 Tata Consultancy Services (Portugal), Unipessoal LDA
225 TCS Business Services GmbH
226 Tata International Metals (Guangzhou) Limited
227 AFCL Ghana Limited
228 AFCL Premium Services Ltd.
229 AFCL Zambia Limited
230 Stryder Cycle Private Limited
231 NetFoundry Inc.

Annual Report 2022-23 211

Notes Forming Part of the Standalone Financial Statement

232 Tata Payments Limited

233 Women in Transport
234 T/A Tata International Cape Town
235 Pune IT City Metro Rail Limited
236 Land kart Builders Private Limited
237 Alliance Leasing Limited
238 TRIL Bengaluru Real Estate One Private Limited
239 TRIL Bengaluru Consultants Private Limited
240 TRIL Bengaluru Real Estate Three Private Limited
241 Société Financière Décentralisé Alliance Finance Corporation Senegal
242 Tata Medical and Diagnostics Limited
243 Flisom Hungary Kft
244 Tata Electronics Private Limited
245 Consilience Technologies (Proprietary) Limited
246 Ferguson Place (Proprietary) Limited
247 Talace Private Limited
248 Tata Toyo Radiator Limited
249 Tata Consultancy Services Ireland Limited
250 Tata Teleservices Limited
251 Tata Tele NXTGEN Solutions Limited
252 NVS Technologies Limited
253 TTL Mobile Private Limited
254 Tata Teleservices (Maharashtra) Limited
255 Tata Communications Limited
256 Tata Communications Transformation Services Limited
257 Tata Communications Collaboration Services Private Limited
258 Tata Communications Payment Solutions Limited
259 Tata Communications Lanka Limited
260 Tata Communications Services (International) Pte. Limited
261 Tata Communications (Bermuda) Limited
262 Tata Communications (Netherlands) B.V.
263 Tata Communications (Hong Kong) Limited
264 ITXC IP Holdings S.A.R.L.
265 Tata Communications (America) Inc.
266 Tata Communications (International) Pte Limited
267 Tata Communications (Canada) Limited
268 TATA COMMUNICATIONS (BELGIUM) SRL
269 Tata Communications (Italy) SRL
270 Tata Communications (Portugal) Unipessoal LDA
271 Tata Communications (France) SAS
272 Tata Communications (Nordic) AS
273 Tata Communications (Guam) L.L.C.
274 Tata Communications (Portugal) Instalacao E Manutencao De Redes LDA
275 Tata Communications (Australia) Pty Limited
276 Tata Communications SVCS Pte Ltd
277 Tata Communications (Poland) SP.Z.O.O.
278 Tata Communications (Japan) KK.

212
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Standalone Financial Statement

279 Tata Communications (UK) Limited

280 Tata Communications Deutschland GMBH
281 Tata Communications (Middle East) FZ-LLC
282 Tata Communications (Hungary) KFT
283 Tata Communications (Ireland) DAC
284 Tata Communications (Russia) LLC
285 Tata Communications (Switzerland) GmbH
286 Tata Communications (Sweden) AB
287 TCPOP Communication GmbH
288 Tata Communications (Taiwan) Limited
289 Tata Communications (Thailand) Limited
290 Tata Communications (Malaysia) Sdn. Bhd.
291 Tata Communications Transformation Services South Africa (Pty) Ltd
292 Tata Communications (Spain) S.L.
293 Tata Communications (Beijing) Technology Limited
294 VSNL SNOSPV Pte. Limited
295 Tata Communications (South Korea) Limited
296 Tata Communications Transformation Services (Hungary) Kft.
297 Tata Communications Transformation Services Pte Limited
298 Tata Communications (Brazil) Participacoes Limitada
299 Tata Communications Transformation Services (US) Inc
300 Tata Communications Comunicacoes E Multimídia (Brazil) Limitada
301 Nexus Connexion (SA) Pty Limited
302 SEPCO Communications (Pty) Limited
303 Tata Communications (New Zealand) Limited
304 Tata Communications MOVE B.V.
305 Tata Communications MOVE Nederland B.V.
306 Oasis Smart E-Sim Pte Ltd
307 Tata Business Hub Limited
308 Tata Elxsi Limited
309 TCS Technology Solutions AG
310 Ferbine Private Limited
311 LTH Milcom Private Limited
312 OASIS Smart SIM Europe SAS
313 Changshu Tata Autocomp Systems Limited
314 Akashastha Technologies Private Limited
315 Saudi Desert Rose Holding B.V.
316 TitanX Engine Cooling SRL
317 TACO Prestolite Electric Private Limited
318 Inchcape JLR Europe Limited (incorporated 31 August 2020) (JLRL shareholding 30%
effective 30 April 2021)
319 Jaguar Land Rover Schweiz AG
320 Tejas Networks Limited
321 Tejas Communication Pte Limited
322 Tejas Communications (Nigeria) Limited
323 Tata Consultancy Services Guatemala S.A
324 Tata Consultancy Services Bulgaria EOOD

Annual Report 2022-23 213

Notes Forming Part of the Standalone Financial Statement

325 Supermarket Grocery Supplies Private Limited

326 Savis Retail Private Limited
327 Delyver Retail Network Private Limited
328 Dailyninja Delivery Services Private Limited
329 Tata 1mg Technologies Private Limited
330 Tata 1mg Healthcare Solutions Private Limited
331 LFS Healthcare Private Limited
332 Innovative Retail Concepts Private Limited
333 Air India Limited
334 Air India Express Limited
335 Air India SATS Airport Services Private Ltd.
336 Vidiyal Residency Private Limited
337 Tata Fintech Private Limited
338 Infopark Properties Limited
339 Protraviny Private Limited
340 Tata Neu Private Limited
341 Sertec Corporation Limited (Jaguar Land Rover Ventures Limited acquired 39.80%
shareholding with effect from June 17, 2022)
342 Sertec Group Limited
343 Sertec HoldCo Limited
344 Sertec Group Holdings Limited
345 Sertec Light Stampings Limited
346 Sertec Aluminium Structures Limited
347 Sertec Auto Structures (UK) Limited
348 Sertec Engineering Estonia OU (Struck-off w.e.f. July 12, 2021)
349 AWC Industries Limited
350 Sertec Springs & Wireforms Limited
351 Sertec Precision Components Limited
352 Sertec Fine Blanking Gmbh
353 Sertec Auto Structures Property Kft
354 Sertec Auto Structures (Hungary) Bt.
355 Sertec Commercial Services (Dongguan) Limited
356 Saankhya Labs Private Limited
357 Saankhya Labs Inc
358 Saankhya Strategic Electronics Private Limited
359 SAS Realtech LLP
360 TACO EV Component Solutions Private Limited
361 TACO Punch Powertrain Private Limited
362 Tata Unistore Limited
363 Ranata Hospitality Private Limited
364 Smart ClassEdge Systems Limited
365 MuCoso B.V.
366 AIX Connect Private Limited
367 Agratas Energy Storage Solutions Private Limited
368 Tata Chemicals Limited
369 Tata Consumer Products Limited
370 Tata Steel Limited

214
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Standalone Financial Statement

371 The Indian Hotels Company Limited

372 The Tata Power Company Limited
373 Trent Limited
374 Voltas Limited
375 Titan Company Limited
376 Amalgamated Plantations Private Limited
377 Lokmanaya Hospital Private Limited
378 Novalead Pharma Private Limited
379 Vortex Engineering Private Limited
380 Sea6 Energy Private Limited
381 Alef Mobitech Solutions Private Limited
382 Tema India Limited
383 Kapsons Industries Private Limited
384 TVS Supply Chain Solutions Limited
385 Fincare Business Services Limited
386 Tata Projects Limited
387 Anderson Diagnostic Services Pvt. Ltd.
388 Indusface Private Limited
389 Linux Laboratories Private Limited
390 Fincare Small Finance Bank Limited
391 Atulaya Healthcare Private Limited
392 Cnergyis Infotech India Private Limited
393 Deeptek Inc, a Delaware Corporation
394 Speech and Software Technologies (India) Private Limited
395 The Associated Building Company Limited
396 Tata Enterprises (Overseas) AG
397 A.O. Avron
398 United Telecom Limited
399 STT Global Data Centres India Private Limited
400 Smart ICT Services Private Limited
401 Cellcure Cancer Centre Private Limited
402 TM Railway Seating Private Limited
403 Imbanita Consulting and Engineering Services (Pty) Ltd
7 Post employment benefit plans 1 Tata Technologies (India) Limited Gratuity Fund
2 Tata Technologies (India) Limited Superannuation Fund
3 Tata Technologies (India) Limited Provident Fund
8 Key Management Personnel 1 Mr. Warren Harris, Managing Director
2 Mr. Vikrant Gandhe, Company Secretary
3 Ms. Savitha Balachandran, Chief Financial Officer
4 Mr. S. Ramadorai, Director (upto February 21, 2023)
5 Mr. PB Balaji, Director
6 Mr. Ajoyendra Mukherjee, Director (w.e.f. March 29, 2021)
7 Ms. Nivruti Rai, Director (w.e.f. June 24, 2021) (upto March 11, 2022)
8 Ms. Aarthi Sivanandh (w.e.f. June 11, 2022)
9 Ms. Usha Sangwan (w.e.f. October 21, 2022)
10 Mr.Nagaraj Ijari (w.e.f. March 01, 2023)
11 Mr. Shailesh Chandra (w.e.f. March 01, 2023)

Annual Report 2022-23 215

Notes Forming Part of the Standalone Financial Statement

31 (ii) Transactions with related parties for the year ended March 31, 2023
(Amount in ` crore)

Associates and Key

Parent Fellow
Particulars Subsidiaries Joint Venture of Management Total
Company subsidiaries
Group Company Personnel
Purchase of products - - 0.01 0.11 - 0.12
Purchase of property plant and equipments - - 0.10 - - 0.10
Sale of products 37.11 44.79 0.08 19.04 - 101.02
Services received 2.28 0.17 11.30 38.40 - 52.15
Services rendered 403.55 238.35 782.51 53.13 - 1,477.54
Finance placed (including loans, equity & ICD) 1,839.50 - - - - 1,839.50
Finance received back (including loans, equity & 1,397.25 - - - - 1,397.25
ICD)
Interest received (25.46) - - - - (25.46)
Remuneration - - - - 7.27 7.27
Bad debts written off and allowance for doubtful (0.60) 0.54 - 0.05 - (0.01)
trade receivables (net) (reversal)/charge
Amount receivable (Including unbilled receivables) 62.30 82.20 291.57 25.29 - 461.36
Provision for amount receivable 1.83 0.61 - 0.09 - 2.53
Amount payable (Including unearned revenue) 0.94 2.03 33.73 9.04 - 45.74
Amount receivable (in respect of advances, loans, 484.75 - - - - 484.75
Equity, ICD, Bonds)
Commission - - - - 0.83 0.83
Sitting fees - - - - 0.23 0.23

Disclosure of material transactions:

Purchase of Goods:
Tata Technologies Inc.: ` 0.01 crore
Tata Elxsi Limited : ` 0.04 crore
Tata AutoComp Systems Limited : ` 0.06 crore

Purchase of Property, plant and Equipment:

Tata Technologies Nordics AB : ` 0.10 crore

Services rendered:
Tata Motors Passenger Vehicles Limited : ` 224.01 crore
Tata Technologies Europe Limited: ` 411.74 crore
Tata Technologies Inc.: ` 239.98 crore

Services received:
Tata Technologies Inc.: ` 7.78 crore
Tata Communications Limited: ` 6.34 crore
Tata Sons Limited: ` 5.80 crore
Tata Consultancy Services Limited: ` 15.86 crore

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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Standalone Financial Statement

Sale of Goods:
Tata Elxsi Limited: ` 10.96 crore
Tata Motors Passenger Vehicles Limited : ` 35.05 crore

Accounts receivable:
Tata Motors Passenger Vehicles Limited : ` 69.71 crore
Tata Technologies Europe Limited ` 154.18 crore

Accounts payable:
Tata Technologies Pte Ltd.: ` 5.73 crore
Tata Technologies Europe Limited ` 18.32 crore
Tata Technologies Inc.: ` 8.46 crore

(Amount in ` crore)

Year ended
Consideration of key management personnel
March 31, 2023
Short term benefits 7.72
Post employment benefits 0.13
Share-based payments 0.44
Total 8.29
*Includes provision for encashable leave and gratuity for certain key management personnels on estimate basis
as a separate actuarial valuation is not available

31 (ii) Transactions with related parties for the year ended March 31, 2022
(Amount in ` crore)

Associates and Key

Parent Fellow
Particulars Subsidiaries Joint Venture of Management Total
Company subsidiaries
Group Company Personnel
Purchase of products - - 2.27 0.04 - 2.31
Sale of products 41.80 2.10 0.09 13.45 - 57.44
Services received 1.81 0.17 4.13 18.41 - 24.52
Services rendered 417.29 61.55 560.27 19.52 - 1,058.63
Finance placed (including loans, equity & ICD) 1,481.00 - - - - 1,481.00
Finance received back (including loans, equity & 1,688.50 - - - - 1,688.50
ICD)
Interest paid / (received)(net) (32.47) (0.25) - (0.03) - (32.75)
Remuneration - - - - 1.82 1.82
Bad debts written off and allowance for doubtful (0.42) 0.06 - (0.04) - (0.40)
trade receivables (net) (reversal)/charge
Amount receivable (Including unbilled receivables) 76.88 30.36 177.72 10.21 - 295.17
Provision for amount receivable 2.43 0.08 - 0.28 - 2.79
Amount payable (Including unearned revenue) 5.97 2.09 20.43 4.93 - 33.42
Amount receivable (in respect of advances, loans, 42.50 - 0.02 - - 42.52
Equity, ICD, Bonds)
Commission - - - - 1.00 1.00
Sitting fees - - - - 0.13 0.13

Annual Report 2022-23 217

Notes Forming Part of the Standalone Financial Statement

31 (ii) Transactions with related parties for the year ended March 31, 2022 (Contd.)
Disclosure of material transactions:
Purchase of Goods:
Tata Technologies Inc.: ` 2.27 crore

Services rendered:
Tata Technologies Europe Limited: ` 321.39 crore
Tata Technologies Inc.: ` 176.07 crore

Services received:
Tata Communications Limited: ` 5.95 crore
Tata Sons Limited: ` 4.28 crore
Tata Consultancy Services Limited: ` 6.55 crore

Sale of Goods:
Tata Consultancy Services Limited: ` 4.19 crore
Tata Elxsi Limited: ` 7.99 crore

Accounts receivable:
Tata Technologies Europe Limited ` 86.85 crore
Tata Technologies Inc.: ` 36.78 crore

Accounts payable:
Tata Technologies Pte Ltd.: ` 12.61 crore
Tata Technologies Inc.: ` 3.43 crore

Interest received:
Tata Motors Finance Limited: ` 0.25 crore

(Amount in ` crore)

Year ended
Consideration of key management personnel
March 31, 2022
Short term benefits 1.95
Post employment benefits 0.02
Total 1.97
*Includes provision for encashable leave and gratuity for certain key management personnels on estimate basis
as a separate actuarial valuation is not available

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Notes Forming Part of the Standalone Financial Statement

32 Income tax expense

This note provides an analysis of the Company’s income tax expense, shows amounts that are recognised directly
in equity and how the tax expense is affected by non- assessable and non-deductible items. It also explains
significant estimates made in relation to Company’s tax positions.
(Amount in ` crore)
(i)
For the year ended For the year ended
March 31, 2023 March 31, 2022
Income tax expense
Current Tax
Current tax on profits for the year 95.80 82.17
Total current tax expense 95.80 82.17
Deferred tax
Decrease / (increase) in deferred tax assets (7.60) (17.83)
(Decrease) / increase in deferred tax liabilities (0.08) (0.07)
Total deferred tax expense / (benefit) (7.68) (17.90)
Income tax expense 88.12 64.27

The company has benefited from certain tax incentives that the Government of India has provided to the units
registered under the Special Economic Zones Act 2005 (SEZ). SEZ units which began the provision of services
on or after April 1, 2005 are eligible for a deduction of 100 percent of profits or gains derived from the export of
services for the first five years from the financial year in which the unit commenced the provision of services and
50 percent of such profits or gains for further five years. Up to 50% of such profits or gains are also available for
deduction for five years subject to certain conditions.
The Government of India, on September 20, 2019, vide the Taxation Laws (Amendment) Act 2019, inserted a new
Section 115BAA in the Income Tax Act, 1961, which provides an option to the Company to pay income taxes at
reduced tax rates as per the provisions/ conditions defined in the said section. The Company had evaluated both
options and has decided to continue with the existing tax regime to avail the benefits of 10AA
(ii) Reconciliation of tax expense and the accounting profit multiplied by statutory tax rate in India:
(Amount in ` crore)

For the year ended For the year ended

March 31, 2023 March 31, 2022
Profit before taxes 332.15 282.79
Enacted income tax rate in India 34.94% 34.94%
Computed expected tax expenses 116.07 98.82
Income taxed at higher/(lower) rates (31.37) (37.57)
Effect of non deductible expenses 2.81 1.71
Others 0.61 1.31
Total tax expense 88.12 64.27

(iii) Amounts recognised in OCI

(Amount in ` crore)

For the year ended For the year ended

March 31, 2023 March 31, 2022
Deferred tax Deferred tax
Income tax relating to items that will not be reclassified to profit and loss 5.24 5.10
Total 5.24 5.10

Annual Report 2022-23 219

Notes Forming Part of the Standalone Financial Statement

(iv) Tax losses

(Amount in ` crore)

For the year ended For the year ended

March 31, 2023 March 31, 2022
Unused capital losses on which no deferred tax asset has been recognised 1.26 2.58
Potential tax benefit @23.296% ( @ 23.296% for March 31, 2022) 0.29 0.60

Capital losses pertain to A.Y. 2015 - 2016 ` 1.26 crore (A.Y. 2014 - 2015 ` 1.32 crore & A.Y. 2015 - 2016 ` 1.26 crore for
March 31, 2022). 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 2022-23 is 34.94% and financial
year 2021-22 is 34.94%.

33 Capital Management
(a) Risk Management
The Company’s capital comprises equity share capital, share premium, retained earnings and other equity
attributable to equity holders.
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.

(b) Dividends
(Amount in ` crore)

For the year ended For the year ended

March 31, 2023 March 31, 2022
(i) Equity shares
Interim dividend declared during the year aggregating ` Nil (`Nil for the year - -
ended 31 March 2022) per fully paid equity share. (Refer Note 36 (e))

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. The maximum number of shares under plan shall
not exceed 280,000 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

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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Standalone Financial Statement

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 summary of grants during year ended March 31, 2023

Number of options Weightage average

ESOP scheme Method of settlement Grant date
granted fair value (`)
Class A SLTI 2022 Equity settled plans 395,800 01-Nov-22 180.64
Class B SLTI 2022 Equity settled plans 447,970 01-Nov-22 70.77

There were no grants made for the year ended March 31, 2022.

The fair value of the option is estimated on the date of grant using Black- Scholes-Merton model with
following assumptions

The inputs to the model include the share price at date of grant, exercise price, expected volatility, expected
dividends, expected term and the risk free interest rate. The expected volatility is computed based on average
annualised price volatility of comparable companies for the year of 3.11 years.

The fair value of the equity settled award is estimated on date of grant with following assumptions:

SLTI 2022
Particulars
Class A Class B
Weightage average price of equity shares (`) 189.95 189.95
Exercise price (`) 2.00 189.95
Expected volatility (%) 48.80 48.80
Expected life of the option (years) 3.11 3.11
Expected dividend (%) 1.47 1.47
Risk free interest rate (%) 6.92 6.92
Weightage average fair value as on grant date (`) 180.64 70.77

The movement in the SLTI 2022 plan for equity settled share based payment transactions during the year ended
March 31, 2023:

SLTI 2022
Class A Class B
Particulars Weightage Weightage
average average
Shares Shares
exercise price exercise price
(`) (`)
Outstanding at the beginning of the year - - - -
Granted during the year 395,800 2.00 447,970 189.95
Exercised during the year - - - -
Forfeited during the year 7,010 - - -
Expired during the year - - - -
Outstanding at the end of the year 388,790 2.00 447,970 189.95
Exercisable at the end of the year - - - -

There is no movement for share based payment for the year ended March 31, 2022.

Annual Report 2022-23 221

Notes Forming Part of the Standalone Financial Statement

The summary of the information about equity settled ESOPs outstanding as on March 31, 2023

SLTI 2022
Particulars
Class A Class B
Weightage average Exercise price (`) 2.00 189.95
Number of options 388,790 447,970
Weightage average remaining contractual life (year) 2.00 2.00

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, 2023, the company
has accounted for employee stock compensation cost (equity settled) amounting to ` 1.06 crore. (Refer note 24
Employee Benefit Expense and note 15 for share split and bonus issue)

35.1 Categories of financial instruments

(Amount in ` crore)

As at March 31, 2023 As at March 31, 2022

Derivative Derivative
instruments instruments
Amortised Amortised
FVTPL not in FVTPL not in
cost cost
hedging hedging
relationship relationship
Financial assets
Investments :
- mutual funds 29.78 - - 527.68 - -
Security deposits - - 11.40 - - 9.48
Loans to related parties-others - - - - - 0.02
Loans to related parties- Inter- - - 484.75 - - 42.50
corporate deposits
Bills of exchange - - - - - 5.06
Unbilled receivables - - 80.21 - - 62.21
Trade receivables - - 346.42 - - 275.06
Cash and cash equivalents - - 68.70 - - 13.21
Other bank balances - - 1.19 - - 1.72
SEIS licenses receivable - - - - - 4.78
Others - - 38.97 - - 3.87
Total financial assets 29.78 - 1,031.64 527.68 - 417.91
Financial liabilities
Lease Liabilities - - 85.75 - - 93.27
Trade payables - - 381.60 - - 126.44
Contractual obligation of buyback of - - - - - 245.79
equity shares (Refer note 15)
Others - 0.38 4.74 - - 10.42
Total financial liabilities - 0.38 472.09 - - 475.92

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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Standalone Financial Statement

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.

(Amount in ` crore)

Fair value measurement at end of

Financial assets and liabilities measured at fair value - reporting period using
Total
recurring fair value measurements at March 31, 2023
Level 1 Level 2 Level 3
Financial Assets
Investments in Mutual Funds 29.78 29.78 - -
Financial Liablities
Fair value of foreign exchange derivative liabilities 0.38 - 0.38 -

(Amount in ` crore)

Fair value measurement at end of

Financial assets and liabilities measured at fair value - reporting period using
Total
recurring fair value measurements at March 31, 2022
Level 1 Level 2 Level 3
Financial Assets
Investments in Mutual Funds 527.68 527.68 - -
Financial Liablities
Fair value of foreign exchange derivative liabilities - - - -

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.

Annual Report 2022-23 223

Notes Forming Part of the Standalone Financial Statement

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 .

224
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Standalone Financial Statement

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.

Derivative instruments outstanding as at March 31, 2023 & March 31, 2022 are as follows:
The Company uses forward exchange contracts to hedge its exposure in foreign currency. The information on
derivative instruments is as follows:

Notional amount Notional amount Fair value (gain)/

of outstanding of outstanding loss of outstanding
Particulars As At Currency
contracts in Foreign contracts contracts
currency in crore in ` crore in ` crore
March 31, 2023 GBP GBP 0.50 50.82 0.36
USD USD 0.20 16.44 0.02
Forward Exchange Total 67.26 0.38
contracts March 31, 2022 NA - - -
NA - - -
Total - -

Foreign exchange currency exposures not covered by derivative instruments are as follows:
(Amount in ` crore)

As at March 31, 2023 As at March 31, 2022

Particulars Currency Amount Amount
Equivalent Equivalent
in Foreign in Foreign
amount in INR amount in INR
Currency Currency
Financials Assets:
Trade Receivables & Unbilled EUR 0.19 17.32 0.10 8.06
Revenue
CAD 0.01 0.51 0.01 0.70
GBP 0.94 95.07 0.73 72.50
THB 5.27 12.71 3.37 7.67
USD 0.97 79.53 1.02 77.31
ZAR 0.02 0.09 - -
CNY 0.65 7.81 0.58 6.96
SGD 0.02 0.94 0.00 0.14
SEK 2.51 19.88 0.90 7.34
CHF 0.01 0.78 0.00 0.08
Total 234.64 180.76
Financials Liabilities:
Trade Payables EUR 0.02 1.77 0.01 0.49
GBP 0.01 1.15 0.00 0.10
THB 0.03 0.07 - -
USD 0.18 15.10 0.05 3.88
SEK 0.03 0.28 0.00 0.00
CNY - - - -
SGD 0.00 0.02 - -
VND 0.46 0.00 - -
Total 18.39 4.47

Annual Report 2022-23 225

Notes Forming Part of the Standalone Financial Statement

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 ` 23.46
crore as at March 31, 2023 (March 31, 2022: ` 18.08 crore) and ` 1.84 crore as at March 31, 2023 (March 31, 2022:
` 0.45 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)).

(Amount in ` crore)

As at As at
March 31, 2023 March 31, 2022

Movement in the expected credit loss allowance

Balance at the beginning of the year 31.08 12.20
Movement in expected credit allowance on trade receivables (4.24) 18.88
Reversal of provisions for debts paid - -
Exchange fluctuation (0.05) -
Balance at the end of the year 26.79 31.08

35.8 Liquidity risk

Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquidity
risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements.
The Company has obtained fund and non-fund based working capital lines from various banks.The Company
invests its surplus funds in bank fixed deposit and liquid and liquid plus schemes of mutual funds, which carry no/
low mark to market risks.

The Company also constantly monitors funding options available in the debt and capital markets with a view to
maintaining financial flexibility.

226
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Standalone Financial Statement

The table below provides details regarding the contractual maturities of financial liabilities, including estimated
interest payments as at March 31, 2023 and March 31, 2022:
(Amount in ` crore)

As at March 31, 2023

Total
Due in 1st Due in 2nd Due in 3rd to Due after 5th
Financial liabilities contractual
Year Year 5 Year
th
Year
cash flows
Non-derivative financial liabilities
(a) Trade payables 381.60 - - - 381.60
(b) Lease liabilities 23.39 24.34 41.35 18.40 107.48
(c) Other financial liabilities 4.58 0.54 - - 5.12
Derivative financial liabilities 0.38 - - - 0.38
Total 409.95 24.88 41.35 18.40 494.58

(Amount in ` crore)

As at March 31, 2022

Total
Due in 1st
Due in 2nd
Due in 3rd to Due after 5th
Financial liabilities contractual
Year Year 5th Year Year
cash flows
Non-derivative financial liabilities
(a) Trade payables 126.44 - - - 126.44
(b) Lease liabilities 21.11 21.33 49.49 28.15 120.08
(c) Other financial liabilities 255.86 0.35 - - 256.21
Derivative financial liabilities - - - - -
Total 403.41 21.68 49.49 28.15 502.73

36 (a). Impact of COVID 19 (Pandemic)

The Company has taken into account all the possible impacts of COVID-19 in preparation of these Standalone
financial statements, including but not limited to its assessment of, liquidity and going concern assumption,
recoverable values of its financial and non-financial assets, impact on revenue recognition owing to changes
in cost budgets of fixed price contracts and impact on leases. The Company has carried out this assessment
based on available internal and external sources of information upto the date of approval of these standalone
financial statements and believes that the impact of COVID-19 is not material to these standalone financial
statements and expects to recover the carrying amount of its assets. The impact of COVID-19 on the
standalone financial statements may differ from that estimated as at the date of approval of these standalone
financial statements owing to the nature and duration of COVID-19.

36 (b). The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions
by the company towards Provident Fund and Gratuity. The Ministry of Labour and Employment has released
draft rules for the Code on Social Security, 2020 on November 13, 2020, and has invited suggestions from
stakeholders which are under active consideration by the Ministry. The Company will assess the impact and
its evaluation once the subject rules are notified and will give appropriate impact in its financial statements
in the period in which, the Code becomes effective and the related rules to determine the financial impact
are published.

Annual Report 2022-23 227

Notes Forming Part of the Standalone Financial Statement

36 (c). Key Financial Ratios

Reason for the

variance for any
As at As at
% change in the ratio
Particulars Numerator Denominator March 31, March 31,
Variance by more than 25%
2023 2022
as compared to the
preceding year.
Current ratio (in Total current assets Total current 1.36 1.29 5% -
times) liabilities
Debt Equity Debt consists of Lease Total equity 0.08 0.12 -29% Debt equity ratio has
ratio (in times) liabilities improved on account of
increase in share capital
and earnings during the
year ended March 31,
2023
Debt Service Earning for Debt service Debt consists of 3.69 3.39 9% -
coverage ratio = Net profit after tax Lease liabilities
(in times) + Non cash operating
expenses + Interest
+ Other non cash
adjustments
Return on Profit for the year Average total 27.06% 26.41% 2% -
equity (in %) equity
Trade Revenue from Average trade 5.53 5.40 2% -
receivable operations receivables
turnover ratio
(in times)
Trade payable Purchase of technology Average trade 3.00 6.99 -57% Increase in Trade
turnover ratio solutions + outsourcing payables Payables balance has
(in times) & consultancy charges resulted in an decrease
+ Other expenses in the ratio
Net capital Revenue from Working capital 3.95 4.83 -18% -
turnover ratio operations (i.e. Total current
(in times) assets less Total
current liabilities)
Net profit ratio Profit for the year Revenue from 12% 13% -8% -
(in %) operations
Return on Profit before tax and Capital 31% 34% -8% -
Capital finance cost employed =
employed (in %) Net worth +
Lease liabilities
+ Deferred tax
liabilities
Return on Income generated from Average invested 5.15% 5.30% -3% -
Investment (in invested funds funds in treasury
%) Investments

36. (d) Proposed Initial Public Offer

The Company has filed draft red herring prospectus on March 9, 2023 with the objects of achieving the
benefits of listing the equity shares on the Stock Exchanges and to carry out the offer for sale of upto
95,708,984 equity shares by the selling shareholders. The Company will not receive any proceeds from the
offer and all such proceeds (net of offer related expenses to be borne by the selling shareholders) will go the
selling shareholders. The offer has been authorized by resolution of Board of Directors at their meeting held
on December 12, 2022. Further the Board has noted the offer for sale by the selling shareholders pursuant to
the resolution dated March 9, 2023.

228
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes Forming Part of the Standalone Financial Statement

36. (e) Dividends

Dividends are declared based on profits available for the distribution. On May 05, 2023, the Board of Directors
have proposed a final dividend of ` 7.70 per share and a one-time special dividend of ` 4.60 per share in
respect of the year ended March 31, 2023. The total proposed dividend for the year ended March 31, 2023,
that is the final dividend and one-time special dividend amounts to ` 12.30 per share, subject to approval of
shareholders at the Annual General Meeting, and if approved, would result in a cash outflow of approximately
` 498.97 crore.

36. (f) 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 year.

(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 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

Annual Report 2022-23 229

Notes Forming Part of the Standalone Financial Statement

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 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 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.

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

As per our report of even date attached For and on behalf of the Board
For B S R & Co. LLP
Chartered Accountants
Firm Registration No: 101248W/W -100022

Swapnil Dakshindas Ajoyendra Mukherjee Warren Harris

Partner Chairman Managing Director
Membership No: 113896 DIN: 00350269 DIN: 02098548
ICAI UDIN: 23113896BGYERW8422

Savitha Balachandran Vikrant Gandhe

Chief Financial Officer Company Secretary
Pune : May 05, 2023 Pune: May 05, 2023

230
 Tata Technologies Limited
Registered Office : Plot No. 25, Rajiv Gandhi Infotech Park, Hinjawadi, Pune 411 057

ECS REQUEST FORM

Dear Sir,
Re: Recording Bank details for payment of dividend
I, the first/sole holder, have read the letter/s and other communication, received from Tata Technologies Limited
regarding the captioned subject.
The details of my bank account are given in the form appended below, to which you may electronically credit the
payments due to me. I hereby declare that the particulars given below are correct & complete and also undertake to
inform any subsequent changes therein. I am also enclosing a photocopy of blank canceled cheque of my bank account.

(Signature of the first named holder)

1 Ref. Folio No.

2. Name:

3. Particulars of the Bank:

a. Name of the Bank

b. Branch Address

c. 9-digit MICR Code No:

d. IFSC Code:

Account Type:
Saving Current Cash Credit
(Please tick)

e. CBS A/c No.:

f. Email address: Telephone no:

(Please attach a photocopy of your bank cancelled cheque)

Annual Report 2022-23 231

About Tata Technologies 3
Tata Technologies is a global product engineering and digital Key industries
services company focused on fulfilling its mission of helping
the world drive, fly, build, and farm by enabling its customers
to realize better products and deliver better experiences. We
are the strategic engineering partner businesses turn to when
they aspire to be better. Manufacturing companies rely on us Automotive Industrial Heavy Aerospace
to enable them to conceptualize, develop and realize better
products that are safer, cleaner, and improve the quality of life for Machinery
all the stakeholders, helping us achieve our vision of engineering a
better world. 19
Global delivery centers
We provide a full spectrum coverage of solutions across the
product value chain, covering outsourced product engineering India - New Delhi, Blue Ridge & Hinjawadi - Pune, Bengaluru,
services, digital transformation services, upskilling solutions and Thane, and others
value-added reselling of software products required to develop
and realize better products. From delivering discrete outcomes Europe - Warwick (UK), Gothenburg (Sweden), Brasov, Craiova
to end-to-end turnkey product development for #Connected & Iasi (Romania), Gaimersheim (Germany), Hamburg (Germany),
#Autonomous #ElectricVehicles (#EVs), we’re the partner with Toulouse (France) and others
the experience and expertise to understand what better looks like USA – Troy, Detroit and others
– and who can bring better to life.
China - Shanghai (China)
We’re inspiring a new generation of engineers who, by embracing
SEA - Tokyo (Japan), Bangkok (Thailand) and Singapore
the opportunities that exist at the convergence of digital
technology and traditional engineering, are developing better
products and helping customers win in the marketplace. As “Tata Technologies Limited is proposing, subject to receipt of requisite
a global organization, we bring together diverse teams with approvals, market conditions and other considerations, to make an
varying skill sets to collaborate in real-time and solve complex initial public offer of its equity shares and has filed a draft red herring
engineering problems. In doing so, we’re redefining what the world prospectus (“DRHP”) with the Securities and Exchange Board of India
understands by engineering and spreading the influence and (“SEBI”). The DRHP is available on the website of the SEBI at www.sebi.
impact of engineering as humanity’s best way of addressing its gov.in as well as on the websites of the book running lead managers, JM
most important challenges and opportunities. Financial Limited, Citigroup Global Markets India Private Limited and BofA
Securities India Limited, at www.jmfl.com, www.online.citibank.co.in/rhtm/
citigroupglobalscreen1.htm and www.ml-india.com respectively, and the
websites of the stock exchange(s) at www.nseindia.com and www.bseindia.
11,000+ 3 com, respectively. Any potential investor should note that investment
in equity shares involves a high degree of risk and for details relating to
Employees Active regions such risk, see “Risk Factors” of the RHP, when available. Potential investors
Asia Pacific, Europe, should not rely on the DRHP for any investment decision.”
and North America

Registered Office & Asia Pacific Europe North America

Plot No. 25 Rajiv Gandhi Infotech Park The European Innovation and Development Centre 6001 Cass Avenue,
Hinjawadi, Pune - 411057, India (EIDC) Olympus Avenue, Royal Leamington Spa, Suite 600, Detroit MI
investor@tatatechnologies.com Warwick, United Kingdom – CV34 6RJ USA 48202
Tel. +91 20 66529299 Tel. +44 (0) 8443 759685 Tel. +1 248 4261482

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