TO THE MEMBERS OF TATA ELXSI LIMITED

The Board of Directors (the "Board") are pleased to present the Integrated Annual Report on the business and operations of the Company along with the audited financial statements for the financial year ended March 31, 2026.

1. FINANCIAL SUMMARY

The highlights of financial performance of the Company for the financial year ended March 31, 2026, are summarised hereunder:

^ in crore

2. REVIEW OF OPERATIONS AND PERFORMANCE

During the year under review, the total income increased by 0.85% which stood at T3,941.40 crore as against T3,908.36 crore in the previous financial year. The profit before tax (PBT) was T825.11 crore as against Tl,028.40 crore in the previous financial year. The profit after tax (PAT) was T628.43 crore against T784.94 crore in the previous financial year.

The basic earnings per share decreased by 19.95% to T100.89 (previous year T126.03) at standalone basis.

3. CHANGE IN NATURE OF BUSINESS

During the year under review, there was no change in the nature of Company's business.

4. DIVIDEND

The Board of Directors are pleased to recommend a dividend of T75 per share (750%), subject to tax, for the financial year ended March 31, 2026, on 6,22,96,683 equity shares of T10 each fully paid-up, in comparison to T75 per share (750%) on 6,22,84,124 equity shares of T10 each fully paid-up in the previous financial year.

The said dividend on equity shares is subject to the approval of the members of the Company at the ensuing Annual General Meeting ("AGM") scheduled to be held on June 24, 2026. If approved, this will involve an outflow of R467.23 crore, compared to R467.13 crore, in the previous financial year.

According to the Finance Act, 2020, dividend income will be taxable in the hands of the members of the Company w.e.f. April 01, 2020, and the Company is required to deduct tax at source from the dividend being paid to the members at prescribed rates as per the Income Tax Act, 2025.

The Company's Dividend Distribution Policy, as adopted in line with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations" or "SEBI Listing Regulations") is available on the website of the Company at https://d1y69b020rytqm. cloudfront.net/PDF/Corporate-Policies/ August2025/Dividend-Distribution-Policv.pdf.

5. TRANSFER TO RESERVES

The Directors have approved a transfer of R10 crore to the General Reserves for the financial year ended March 31, 2026, as against an amount of R10 crore transferred in the previous financial year.

6. SHARE CAPITAL

As on March 31, 2026, the Authorised Share Capital of the Company consisted of 7,00,00,000 equity shares of R10 each. During the year under review, there was an increase in the paid-up equity share capital of the Company. The Company had issued and allotted 12,559 equity shares with a face value of R10 each, consequent to exercise of the Performance Stock Option by the eligible employees of the Company. As on March 31, 2026, the paid-up equity share capital of the Company stands at R62,29,66,830

comprising of 6,22,96,683 equity shares of R10 each fully paid-up.

Except as mentioned above, the Company had neither issued any other shares or instruments convertible into equity shares of the Company or with differential voting rights nor has it granted any sweat equity.

7. TATA ELXSI LIMITED PERFORMANCE STOCK OPTION PLAN 2023

Pursuant to the approval of the members of the Company vide special resolution passed through Postal Ballot on March 04, 2023, the Company had adopted and implemented the "Tata Elxsi Limited Performance Stock Option Plan 2023" (hereinafter referred to as "PSOP 2023" or "the Plan"), for grant of 3,11,000 fully paid equity shares of R10 (Rupees Ten only) each, representing 0.50% of the Issued Share Capital of the Company to the eligible employees of the Company.

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

The eligible employees shall be granted Performance Stock Options (PSOP), as determined by the Nomination and Remuneration Committee of the Board, which will vest as per the approved vesting schedule. The vested options are exercisable into fully paid-up equity shares of R10 (Rupees Ten only) each, of the Company, on the

terms and conditions as provided under the Plan, in accordance with the provisions of the applicable laws and regulations for the time being in force. During the year under review, the Nomination and Remuneration Committee approved a grant of 48,970 stock options to eligible employees of the Company as per the terms and conditions of the Plan. No employee was granted stock options equal to or exceeding 1% of the issued share capital of the Company. The vesting period for the stock options granted under the PSOP 2023 shall not be less than one year and all the stock options would vest, based on the terms and conditions as detailed out in the Plan.

The statutory disclosures as mandated under the Act and SBEB & SE Regulations and a Certificate from the Secretarial Auditor, confirming implementation of the Plan in accordance with SBEB & SE Regulations and shareholders' resolution, is hosted on the website of the Company at https://www.tataelxsi.com/investors/ policies-and-disclosures and will be available for electronic inspection by the Members of the Company during the ensuing AGM of the Company. Members desirous of inspecting the certificate, may follow the procedure laid down in the Notes to the Notice of the ensuing AGM.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2026, the Board of the Company comprised of six (6) Directors, with three (3) Non-Executive Independent Directors, two (2) Non-Executive Non-Independent Directors and one (1) Executive Director. The details of the Board composition is available in the Corporate Governance Report section of this Annual Report. During the year under review, on account of completion of his first term as an Independent Director of the Company, Mr. Anurag Kumar (DIN: 03403112) was re-appointed as an

Independent Director of the Company for a second term commencing from November 15, 2025, up to July 12, 2030.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Ankur Verma, Non-Executive Director (DIN: 07972892), retires by rotation and being eligible, offers himself for re-appointment. Further, no other Director was appointed or resigned during the year.

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with the Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations. The Directors have further confirmed that they are not debarred from holding the office of the director under any SEBI Order or any other such authority. During FY 2025-26, there has been no change in the circumstances affecting their status as Independent Directors of the Company. Pursuant to Clause VII (1) of Schedule IV of the Act, two (2) meetings of the Independent Directors were held on April 16, 2025, and January 13, 2026. During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committees of the Company.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2026 are:

- Mr. Manoj Raghavan, Managing Director & CEO

- Mr. Gaurav Bajaj, Chief Financial Officer

- Ms. Sneha V, Company Secretary & Compliance Officer.

During the year under review, Ms. Cauveri Sriram ceased to be the Company Secretary and Compliance Officer (Key Managerial Personnel)

of the Company effective from close of business hours of July 04, 2025. Consequently, Ms. Sneha V has been appointed as the Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company w.e.f. July 07, 2025.

9. MEETING OF BOARD AND COMMITTEE(S)

In line with the requirements of the Act and the Listing Regulations, seven (7) Board Meetings were held during the year under review. Further details of the Board Meetings and Committee Meetings including the attendance of the Directors are provided in the Corporate Governance Report forming part of this Annual Report.

10. DIRECTORS' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors and the reviews performed by the management and relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during FY 2025-26. Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

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

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

c. The Directors had taken proper and sufficient care, for the maintenance of adequate accounting records, in accordance with the

provisions of the Companies Act 2013, for safeguarding the assets and for preventing and detecting fraud and other irregularities;

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

e. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

11. PARTICULARS ON REMUNERATION

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

The statement containing particulars of the top 10 employees and the employees drawing remuneration in excess of limits prescribed under Section 197 (12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure forming part of this Report. Further, the Annual Report and the accounts are being sent to the members of the Company excluding the aforesaid Annexure. In terms of Section 136 of the Act, the said Annexure is open for inspection and any member interested in obtaining a copy of the same may write to the Company Secretary of the Company.

The statements required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, form part of this report and will be made available to any Member on request.

12. BOARD EVALUATION

The Company has laid down a process for performance evaluation of the Board and its Committees as well as a framework for evaluation of the performance of each of its Directors. The evaluation criteria include, inter alia, structure of the Board, qualifications, experience and competency of Directors, diversity in Board, effectiveness of the Board process, information and functioning, Board culture and dynamics, quality of relationship between the Board and management, meetings of the Board, including regularity and frequency, discussion and dissent, corporate culture and values, governance and compliance, evaluation of risk amongst other. The evaluation process is conducted and monitored by the Chairperson, Nomination & Remuneration Committee ('NRC') in consultation with the members of the NRC. Upon the receipt of feedback from Directors, the Chairperson, NRC, conducts a one-to-one meeting with the Board Members. Thereafter, the Chairperson, NRC briefs the Chairman of the Board on the outcome, which in subsequently discussed at the Board meeting.

For FY 2025-26, the Board evaluation has been conducted as per the process adopted by the Company, as detailed out above.

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

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

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

15. INTEGRATED REPORT

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

16. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In terms of Regulation 34(2) (f) of Listing Regulations, the Business Responsibility and Sustainability Report ("BRSR'j, in the prescribed format, forms an integral part of this Annual Report. An Assurance Report on the sustainability disclosures made in the BRSR for FY 2025-26, forms part of BRSR.

17. CORPORATE GOVERNANCE

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

18. CORPORATE SOCIAL RESPONSIBILITY

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

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

The CSR objectives are designed to serve societal, local and national goals in the locations we operate, create a significant and sustained impact on local communities and provide opportunities for our employees to contribute to these efforts through volunteering.

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

19. RISK MANAGEMENT POLICY

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

20. DEPOSITS FROM PUBLIC

During the year under review, the Company did not accept any deposits from public. Accordingly, no amount of principal or interest on public deposits was outstanding as at the date of the Balance Sheet.

21. LOANS, INVESTMENTS AND GUARANTEES

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

22. AUDIT COMMITTEE

The Company has constituted an Audit Committee in compliance with Section 177 of the Act and Regulation 18 of the Listing Regulations. The composition of the Audit Committee along with its detailed terms of reference, including the scope of its functions are provided in the Corporate Governance Report forming part of this Annual Report.

During the year under review, there were no such instances wherein the Board of Directors did not accept the recommendations made by the Audit Committee.

23. REMUNERATION POLICY

Pursuant to provisions of the Act, the Nomination and Remuneration Committee (NRC) of the Board has formulated a Remuneration Policy for its Directors, Key Managerial Personnel (KMPs), Senior Management and other employees. The policy sets out the approach to compensation of Directors, KMPs and other employees of the Company.

The determination of the remuneration of the Directors, KMPs, senior management and other employees is based on a set of principles enumerated in the remuneration policy including the Company's performance, throughout the year, achievement of budgeted targets, growth & diversification, remuneration in other companies of comparable size and complexity, etc.

During the year under review, the remuneration paid to each Non-Executive Director was within the limits prescribed, and no individual Non-Executive Director received more than 50% of the total annual remuneration payable to all Non-Executive Directors.

Further details on the Remuneration Policy of the Company are provided in the Corporate Governance Report, forming part of this Annual Report and is available on the website of the Company at https://d1v69b020rvtqm.cloudfront. net/PDF/Corporate-Policies/September2025/ Nomination-Remuneration-Policy-1.pdf .

24. RELATED PARTY TRANSACTIONS

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

During the year under review, all related party transactions including ratification of the related party transactions entered into by the Company, were approved by the Audit Committee and these transactions were entered at arm's length and in the ordinary course of business.

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

Accordingly, the Members of the Company had, inter alia, approved material RPTs of the Company with Jaguar Land Rover Limited, UK ("JLR") for an aggregate amount not exceeding R1,200 crore for FY 2025-26. Further, during FY 2026-27, the Company proposes to enter into material RPTs with Jaguar Land Rover Limited, UK, for an amount not exceeding R1,200 crore, subject to approval of the shareholders of the Company at the ensuing AGM. As per Listing Regulations and the terms of reference of the Audit Committee, the Committee undertakes quarterly review of related party transactions entered into by the Company with its related parties. Pursuant to Regulation 23 of Listing Regulations and Section 177 of the Act, the Audit Committee has granted omnibus approval in respect of transactions which are repetitive

in nature, which may or may not be foreseen, not exceeding the limits specified thereunder. The transactions under the purview of omnibus approval are reviewed on quarterly basis by the Audit Committee. Pursuant to Regulation 23(9) of the Listing Regulations, the Company has filed the disclosures on related party transactions in prescribed format with the Stock Exchanges. Pursuant to Section 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, the details of contracts/arrangements entered with related parties in prescribed Form AOC-2, is annexed to this Report as Annexure D . Further, none of the transactions with related parties fall under the scope of Section 188(1) of the Act. The details of transaction(s) of the Company with entities belonging to the promoter/ promoter group which hold(s) more than 10% shareholding in the Company as required under para A of Schedule V of the Listing Regulations is provided as part of the Financial Statements, forming part of this Annual Report.

25. AUDITORS

25.1. STATUTORY AUDITORS AND THEIR REPORT

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

The report issued by Statutory Auditors for financial year 2025-26 does not contain any qualifications or adverse remarks. The Statutory Auditors have not reported any fraud under Section 143(12) of the Act.

25.2. SECRETARIAL AUDIT AND REPORT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment

and Remuneration of Managerial Personnel) Rules, 2014 read with Regulation 24A of Listing Regulations, the members of the Company at the 36 th AGM held on June 25, 2025, approved the appointment of M/s V Sreedharan and Associates, Company Secretaries (Peer Review Certificate No. P1985KR14800) as the Secretarial Auditor of the Company for a period of 5 consecutive years commencing from FY 2025-26 until FY 2029-30.

The report of the Secretarial Auditor along with the Certificate of Non-Disqualification of Directors for the year ended March 31, 2026, is annexed to this report as Annexure E .

Secretarial Auditors' observation(s) in Secretarial Audit Report and Directors' explanation thereto:

The newspaper advertisement published in the principal vernacular newspaper relating to Notice of 36 th Annual General Meeting held on June 25, 2025, was in English language whereas the provisions of sub rule 4(v) of Rule 20 of the Companies (Management and Administration) Rules, 2014, inter alia says that "An advertisement shall be published at least once in a vernacular newspaper in the principal vernacular language of the district in which the registered office of the Company is situated."

The observation was noted by the Board of Directors of your Company. The Directors do not have any comments to offer on the observation as the same is self explanatory.

25.3. COST RECORDS & COST AUDITORS

Considering the services rendered by the Company, maintenance of cost records is not applicable to the Company under sub-section (1) of Section 148 of the Act. Therefore, no Cost Auditor was required to be appointed by the Company for FY 2025-26.

26. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has established and maintained adequate internal financial controls with respect to financial statements. Such controls have been designed to provide reasonable assurance with regard to providing reliable financial and operational information.

During the year under review, such controls were operating effectively, and no material weaknesses were observed.

27. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

As on March 31, 2026, the Company does not have any subsidiary, joint venture or associate company. Further, no company has become or ceased to be the subsidiary, joint venture or associate company during the year under review.

28. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY 2025-26 is available on Company's website at https://www.tataelxsi.com/storage/PDF/Corporate- Policies/JUNE2026/annual-return-2025-26.pdf .

29. VIGIL MECHANISM

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

To this effect, the Board has adopted a 'Whistle Blower Policy' (WBP), which is overseen by the Audit Committee. The Policy inter alia provides safeguards against victimisation of the Whistle Blower, Employees and other stakeholders and also provide direct access to the Chairperson of the Audit Committee for lodging concerns if any, for review. The same is available on Company's website at https://d1v69b020rvtqm.cloudfront.net/PDF/ Corporate-Policies/December2025/Whistle- Blower-Policy.pdf .

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

30. PREVENTION OF SEXUAL HARASSMENT AND MATERNITY BENEFIT

The Company has zero tolerance for sexual harassment at workplace and have adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the rules made thereunder for prevention and redressal of complaints under the above Act. The Company has constituted an Internal Complaints Committee under the POSH Act. As on March 31, 2026, the details of the complaints under the POSH Act and the rules framed thereunder are as under:

Further, during FY 2025-26, the Company is compliant with the applicable provisions of the Maternity Benefit Act, 1961 and has policies, systems and processes in place to ensure ongoing compliance.

31. SECRETARIAL STANDARDS

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

32. OTHER DISCLOSURES AND AFFIRMATIONS

Pursuant to the applicable provisions of the Act and the rules made thereunder, your Directors affirm that during the financial year ended March 31, 2026:

> There were no material changes and commitments affecting the Company's financial position between the end of the financial year to which this financial statement relates and the date of this report.

> There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company and its future operations.

> There were no instances where the Company required the valuation for one time settlement or while taking the loan from any banks or financial institution.

> No application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

> There was no revision of financial statements and Board's Report of the Company during the year under review.

> The details regarding remittance of unpaid/unclaimed dividend to the Investor Education and Protection Fund (IEPF) for financial year 2018-19 and thereafter in terms of Section 125 of the Act are disclosed in the Corporate Governance Report forming part of this Annual Report.

33. ACKNOWLEDGEMENTS

The Board of Directors wish to thank Employees, Customers, Partners, Suppliers, Government and above all, our Shareholders and Investors for their continued support and co-operation.