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Tata Technologies Limited Proxy Solicitation & Information Statement 2026

Jan 28, 2026

60382_rns_2026-01-28_790cea3c-4a85-470a-a72f-7ae351af3604.pdf

Proxy Solicitation & Information Statement

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Ref. No.: TTL/COSEC/SE/2025-26/84

January 28, 2026

BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, C-1, Block G, Dalal Street, Bandra Kurla Complex, Bandra (E), Mumbai- 400001, India. Mumbai – 400 051, India. Scrip Code: 544028 Trading symbol: TATATECH Dear Sir / Madam,

Subject: Postal Ballot Notice

Tata Technologies Limited (‘the Company’) informed regarding the appointment Mr. Dhiman Gupta (DIN:09420213) as Non-Executive Non-Independent Director of the Company w.e.f. January 16, 2026, subject to approval of the shareholders.

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed a copy of the Postal Ballot Notice of the Company dated January 28, 2026 along with Explanatory Statement pursuant to the applicable provisions of the Companies Act, 2013 read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Notice’) for seeking approval of the Members of the Company on the Resolution forming part of the Notice.

In compliance with the provisions of the General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, read with other relevant circulars issued in this regard, the latest being General Circular Nos. 03/2025 dated September 22, 2025, issued by the Ministry of Corporate Affairs, Government of India (collectively referred to as “MCA Circulars”), this Notice is being sent only through electronic mode to those members whose e-mail IDs are registered with the Company / Depositories / Registrar and Share Transfer Agent and whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on Friday, January 23, 2026 (‘Cut-off date’). Accordingly, physical copy of the Notice for this Postal Ballot is not being sent to the Members.

The Company has engaged the services of National Securities Depository Limited (‘NSDL’) to provide remote e-Voting facility to its members. The remote e-Voting period commences from 09:00 a.m. (IST) on Thursday, January 29, 2026 and ends at 05:00 p.m. (IST) on Friday, February 27, 2026. The e-Voting module shall be disabled by NSDL thereafter. Please note that communication of assent or dissent of the Members would only take place through the remote e-Voting system. The instructions for remote e-Voting form part of the ‘Notes’ section to the Notice.

The notice is available on the website of the Company: www.tatatechnologies.com.

This is for your information and records.

For Tata Technologies Limited

WARREN Digitally signed by WARREN KEVIN KEVIN HARRIS Date: 2026.01.28 HARRIS 14:25:17 +05'30' Warren Harris CEO and Managing Director DIN: 02098548

Encl: As above

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Tata Technologies Limited

Plot No 25, Rajiv Gandhi Infotech Park | Hinjawadi, Pune 411057 | India Tel: +91 20 6652 9090 | Fax: +91 20 6652 9035 CIN L72200PN1994PLC013313 Email: [email protected] Website: www.tatatechnologies.com

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Registered Office: Plot No. 25, Rajiv Gandhi Infotech Park | Hinjawadi, Pune 411057 | India Tel: +91 20 6652 9090 | Fax: +91 20 6652 9035 CIN: L72200PN1994PLC013313

Email: [email protected] Website: www.tatatechnologies.com

NOTICE OF POSTAL BALLOT

NOTICE is hereby given that the resolution set out below is proposed to be passed by the Members of Tata Technologies Limited (“the Company”) by means of Postal Ballot, only by way of remote e-Voting process (“e-Voting”), pursuant to Section 110 and Section 108 of the Companies Act, 2013 (“the Act”) read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”) and other applicable provisions of the Act and the Rules, Circulars and Notifications thereunder issued by the Ministry of Corporate Affairs (“MCA Circulars”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), Secretarial Standard on General Meetings (“SS-2”) issued by The Institute of Company Secretaries of India and other applicable laws, rules and regulations (including any statutory modification or re-enactment thereof for the time being in force and as amended from time to time).

In compliance with the circular issued by Ministry of Corporate Affairs (‘MCA’) no. 09/2024 dated September 19, 2024 read with circular no. 14/2020 dated April 8, 2020, 17/ 2020 dated April 13, 2020, read with other relevant circulars issued in this regard, the latest being General Circular No. 03/2025 dated September 22, 2025 (collectively referred to as ‘MCA Circulars’), this Postal Ballot Notice (“Notice”) is being sent by email only, to the members whose e-mail addresses are registered with the Company/ Depository Participants (‘DP’)/ Depository/ Registrar & Share Transfer Agent of the Company. Further, the assent/ dissent of the members on the resolution proposed in this Notice will be considered only through the remote e-Voting system.

An explanatory statement pursuant to Section 102 of the Act and other applicable provisions of the Act, pertaining to the resolutions setting out the material facts and reasons thereof, is appended to this Notice. Pursuant to Rule 22(5) of the Rules, the Board of Directors of your Company has appointed Mr. Jayavant Bhave (Fellow Membership No.: 4266), Proprietor, J. B. Bhave & Co., Company Secretaries, as the Scrutinizer to conduct the Postal Ballot through remote e-Voting process in a fair and transparent manner.

The remote e-Voting period commences from 09:00 a.m. (IST) on Thursday, January 29, 2026 and ends at 05:00 p.m. (IST) on Friday , February 27, 2026 . The Scrutinizer will submit his report to the Chairman of the Company, or any person authorized by him upon completion of the scrutiny of the votes cast through remote e-Voting. The results of the Postal Ballot will be announced not later than 2 working days of the conclusion of the e-Voting.

The said results along with the Scrutinizer’s Report will be uploaded on the Company’s website https://www.tatatechnologies.com/in/about-us/investor-relations/ and on the website of National Securities Depository Limited (NSDL) www.evoting.nsdl.com. The results shall also be immediately forwarded to the stock exchanges where the shares of the Company are listed.

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RESOLUTION:

1. Appointment of Mr. Dhiman Gupta (DIN 09420213) as Non-Executive Non-Independent Director:

To consider, and if thought fit, to pass, with or without modifications, the following resolution as an Ordinary Resolution :

RESOLVED THAT in terms of the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors and pursuant to the provisions of Sections 149, 152, 161 of the Companies Act, 2013 (the Act) read with other applicable rules as amended, Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws and pursuant to the provisions of the Articles of Association of the Company, Mr. Dhiman Gupta (DIN: 09420213), who was appointed by the Board of Directors as an Additional Director of the Company in the category of Non-Executive Non-Independent Director w.e.f. January 16, 2026 and who is eligible for appointment and has given his consent to act as Director of the Company and in respect of whom the Company has received a notice in writing from a member under Section 160(1) of the Act proposing his candidature for the office of Director of the Company, be and is hereby appointed as the Non-Executive Non-Independent Director, liable to retire by rotation.

RESOLVED FURTHER THAT the Board of Directors (including any Committee thereof) and/or any person authorised by the Board, be and is hereby authorised, severally, to do all such acts, deeds, matters and things, as may be considered necessary, desirable and expedient to give effect to this Resolution.

By Order of the Board of Directors

Sd/Warren Harris Chief Executive Officer and Managing Director DIN 02098548 Plot No. 25, Rajiv Gandhi Infotech Park, Hinjawadi, Pune – 411057

Pune, January 28, 2026

NOTES:

  1. Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (the “Act”) read with Rule 22 of the Companies (Management and Administration) Rules, 2014, as amended, setting out material facts relating to the resolution proposed to be passed is annexed hereto and forms part of this Notice.

  2. The Company has appointed M/s. J B Bhave & Co, Practicing Company Secretaries, as the Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner. The Scrutinizer will submit his report after completion of the scrutiny to the Chairman of the Company or any person authorized by him. The result of the e-Voting will be announced not later than 2 working days of the conclusion of the e-Voting and the same will be communicated to BSE Limited and the National Stock Exchange of India Limited and shall also be available on the Company’s website www.tatatechnologies.com and on the website of NSDL www.evoting.nsdl.com and also will be displayed at the Registered Office of the Company. The Resolution, if assented by the requisite majority, shall be deemed to be passed on the last date specified for e-Voting i.e. Friday, February 27, 2026.

  3. In accordance with the MCA Circulars, this Postal Ballot Notice is being sent by electronic mode only to those members whose names appear in the Register of Members / List of Beneficial Owners as on Friday, January 23, 2026 (“Cut-Off Date”) received from the Depositories and whose Email ID is registered with the Company / Depositories. Physical copies of the Postal Ballot Notice along with postal ballot forms and pre-paid business reply envelopes will not be sent to the members for this Postal Ballot.

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  1. Members would be able to cast their votes and convey their assent or dissent to the proposed resolution only through the remote e-Voting process. Members whose names appear on the Register of Members / List of Beneficial Owners as on the Cut-Off Date will only be considered eligible for the purpose of e-Voting. A person who becomes a member after the Cut-Off Date should treat this notice for information purpose only.

  2. This Postal Ballot Notice will also be available on the Company's website at www.tatatechnologies.com, websites of the Stock Exchanges, that is, BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of NSDL at www.evoting.nsdl.com.

  3. Pursuant to the applicable provisions of the Act and Rules framed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company can serve notices and other communication through electronic mode to those Members who have registered their Email IDs either with the Depository Participant(s) or the Company. Members who have not registered their Email IDs so far, are requested to register their Email IDs, in respect of electronic holdings with the Depository through their concerned Depository Participants. Members who hold shares in physical form are requested to update their Email IDs with the Company’s RTA.

  4. All documents referred to in this Postal Ballot Notice will be available for inspection electronically until the last date of voting. Members seeking to inspect such documents can send an email to [email protected].

  5. Voting rights of a Member / Beneficial Owner (in case of electronic shareholding) shall be in proportion to his/her/its shareholding in the paid-up equity share capital of the Company as on the Cut-Off Date.

  6. As per Regulation 40 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, as amended, securities of listed companies can be transferred only in dematerialized form with effect from April 1, 2019, except in case of request received for transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, members holding shares in physical form are requested to consider converting their holdings to dematerialized form.

  7. Non-resident Indian members are requested to inform about the following immediately to the Company or its Registrar and Share Transfer Agent (“MUFG Intime India Private Limited”) or the concerned Depository Participant(s), as the case may be:

  8. (a) the change in the residential status on return to India for permanent settlement; and

  9. (b) the particulars of the NRE account with a Bank in India, if not furnished earlier.

  10. Members are requested to intimate changes, if any, pertaining to their name, postal address, email address, telephone/ mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc., to their DPs in case the shares are held by them in electronic form and -

to MUFG Intime India Private Limited by visiting their site https://web.in.mpms.mufg.com/KYC downloads.html in case the shares are held in physical form. Further, those Members who have already registered their e-mail addresses are requested to keep their e-mail addresses validated/ updated with their DPs/RTA to enable servicing of notices / documents /Annual Reports and other communications electronically to their e-mail address in future.

The instructions and other information relating to e-Voting are as under:

The remote e-Voting period begins on 09:00 a.m. (IST) on Thursday, January 29, 2026 and ends at 05:00 p.m. (IST) on Friday , February 27, 2026. The remote e-Voting module shall be disabled by NSDL for voting thereafter.

- 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:

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- Step 1: Access to NSDL e Voting system

A) Login method for e-Voting 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
Shareholders
holding securities in demat
mode with NSDL.
1.
For
OTP
based
login
you
can
click
onhttps://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp.You
will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification
code and generate OTP. Enter the OTP received on registered email
id/mobile number and click on login. After successful authentication, you
will be redirected to NSDL Depository site wherein you can see e-Voting
page. Click on company name ore-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.
2.
ExistingIDeASuser can visit the e-Services website of NSDL viz.
https://eservices.nsdl.com either on a Personal Computer or on a mobile. On
the e-Services home page click on the“Beneficial Owner”icon under
“Login”which 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 ore-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.
3.
If you are not registered for IDeAS e-Services, option to register is available
athttps://eservices.nsdl.com. Select“Register Online for IDeAS Portal”or
click athttps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
4.
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 ore-Voting service provider i.e. NSDLand
you will be redirected to e-Voting website of NSDL for casting your vote
during the remote e-Voting period.
5.
Shareholders/Members can also download NSDL MobileApp “NSDL
Speede”facility by scanning the QR code mentioned below for seamless
voting experience.

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Individual
Shareholders
holding securities in demat
mode with CDSL
1. Users who have opted for CDSL Easi / Easiest facility, can login through their
existing User ID and password. Option will be made available to reach e-
Voting page without any further authentication. The users to login Easi /
Easiest are requested to visit CDSL websitewww.cdslindia.comand click on
login icon & New System Myeasi Tab and then use your existing Myeasi
username & password.
2.
After successful login the Easi / Easiest user will be able to see the e-Voting
option for eligible companies where the e-Voting is in progress as per the
information provided by company. On clicking the e-Voting 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. 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 websitewww.cdslindia.comand 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 e-Voting is in progress and also able to directly access the system
of all e-VotingService Providers.
Individual
Shareholders
(holding securities in demat
mode) login through their
depository participants
You can also login using the login credentials of your demat account through your
Depository Participant registered with NSDL/CDSL for e-Voting facility. Upon
logging in, you will be able to see e-Voting option. Click on e-Voting option, you
will be redirected to NSDL/CDSL Depository site after successful authentication,
wherein you can see e-Voting feature. 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.

Important note : Members who are unable to retrieve User ID/ Password are advised to use Forgot User ID and Forgot Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type Helpdesk details
Individual
Shareholders
holding
securities in demat mode with NSDL
Members facing any technical issue in login can contact NSDL
helpdesk by sending a request [email protected] or call at
022 - 4886 7000
Individual
Shareholders
holding
securities in demat mode with CDSL
Members facing any technical issue in login can contact CDSL
helpdesk
by
sending
a
request
at
[email protected] contact at toll free no. 1800-
21-09911

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode

How to Log-in to NSDL e-Voting website?

  1. Visit the e-Voting website of NSDL. Open web browser by typing the URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

  2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

  3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

  4. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

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  1. Your User ID details are given below:
Manner of holding shares i.e. Demat (NSDL or
CDSL) or Physical
Your User ID is:
a) For Members who hold shares in demat
account with NSDL.
8 Character DP ID followed by 8 Digit Client ID
For example, if your DP ID is IN300 and Client
ID
is
12

then
your
user
ID
is
IN300
12**.
b) For Members who hold shares in demat
account with CDSL.
16 Digit Beneficiary ID
For
example,
if
your
Beneficiary
ID
is
12**
then
your
user
ID
is
12**
c) For Members holding shares in Physical
Form.
EVEN Number followed by Folio Number
registered with the company
For example, if folio number is 001 and EVEN
is 101456 then user ID is 101456001
  1. Password details for shareholders other than Individual shareholders are given below:

  2. a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.

  3. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

  4. c) How to retrieve your ‘initial password’?

    • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the.pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’

    • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose Email IDs are not registered

  5. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

  6. a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com

  7. b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

  8. c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

  9. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e- Voting system of NSDL.

  10. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

  11. Now, you will have to click on “Login” button

  12. After you click on the “Login” button, Home page of e-Voting will open

- Step 2: Cast your vote electronically on NSDL e Voting system.

- How to cast your vote electronically on NSDL e Voting system?

  1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle is open.

  2. Select “EVEN” of company which is 138161 for which you wish to cast your vote during the remote e- Voting period.

  3. Now you are ready for e-Voting as the Voting page opens.

  4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

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  1. Upon confirmation, the message “Vote cast successfully” will be displayed.

  2. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

  3. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

  1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "eVoting" tab in their login.

  2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-Voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

  3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-Voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on : 022-4886 7000 or send a request to Mr. Amit Vishal, Deputy Vice President, NSDL at [email protected] or Ms. Pallavi Mhatre, Senior Manager, NSDL at [email protected]

Process for those shareholders whose Email IDs are not registered with the depositories for procuring User ID and password and registration of Email IDs for e-Voting for the resolutions set out in this notice:

  1. In case shares are held in physical mode, please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to [email protected].

  2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode.

  3. Alternatively, shareholder/members may send a request to [email protected] for procuring User ID and password for e-Voting by providing above mentioned documents.

  4. 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 required to update their mobile number and Email ID correctly in their demat account in order to access e-Voting facility.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 AND 110 OF THE COMPANIES ACT, 2013, FORMING PART OF THE NOTICE

Item No. 1

The Board of Directors of the Company, based on the recommendation of the Nomination and Remuneration Committee (“NRC”) and subject to the approval of shareholders, appointed Mr. Dhiman Gupta (DIN 09420213) as an Additional Director under category Non-Executive Non-Independent Director w.e.f. January 16, 2026, liable to retire by rotation.

In terms of Section 161 of the Act, an Additional Director shall hold office up to the date of the next annual general meeting or the last date on which the annual general meeting should have been held, whichever is earlier. Further, in terms of Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entity shall ensure that approval of Members for appointment of a person on the

7

Board of Directors is taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier.

The Company has received a notice under Section 160 of the Act from a Member proposing the candidature of his appointment as a Director of the Company.

Additional Disclosures as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards-2 are as under:

Name,DIN Mr. Dhiman Gupta(DIN 09420213)
Date of Birth August 14,1981
Date of first appointment on Board January16,2026
Qualifications B. Tech, Mechanical Engineering IIT Kharagpur,
PGDM,IIM Ahmedabad
Experience (including nature of
expertise in specific functional
areas)/ Brief resume
Mr. Dhiman Gupta is an accomplished finance executive with nearly
two decades of experience in corporate finance. A graduate of IIT
Kharagpur and a post-graduate in management from
IIM
Ahmedabad, Mr. Dhiman Gupta currently serves as Chief Financial
Officer of Tata Motors Passenger Vehicles Limited.
Mr. Gupta has been with Tata Motors Group since 2018. Previously,
as Vice President of Treasury, Investor Relations, and M&A, He played
a pivotal role in business transformation and strategic fund-raising.
Notably, Mr. Gupta led the subsidiarization of the passenger vehicle
business, secured $1 billion in growth capital for the electric vehicle
division from TPG RISE, oversaw the acquisition of Ford’s Gujarat
plant, and contributed to the Tata Technologies IPO.
Before joining Tata Motors, he worked at Tata Sons Group Chairman’s
office, collaborating with multiple group companies on business
strategy and mergers & acquisitions. Earlier in his career, he was part
of the Corporate Finance team at Standard Chartered Bank in
Mumbai.
Directorships
held
in
other
Companies (excluding foreign and
Section 8 Companies)
Tata Passenger Electric Mobility Limited, Fiat India Automobiles
Private Limited
Memberships/Chairmanships
of
committees
of
other
public
companies

Member of Nomination and Remuneration Committee and
Executive Committee of Tata Passenger Electric Mobility Limited

Member of CSR committee of Fiat India Automobiles Private
Limited

Member of Technology Committee of Tata Motors Passenger
Vehicles Limited(formerlyTata Motors Limited)
Number of shares held in the
Company
Nil
Number of Meetings of the Board
of Directors attended during FY
2025-26
Till the date of this Postal Ballot Notice: 1 out of 1 meeting
Relationship with other Directors,
Manager
or
Key
Managerial
Personnel,if any
None
Terms and conditions including
remuneration
Appointment as Non-Executive Non-Independent Director
Remuneration: In line with the internal guidelines of the Company, no
payment is made towards commission / sitting fee to the Non-
Executive Directors of the Company, who are in full time employment
with anyother Tata company

Whilst considering the appointment of Mr. Dhiman Gupta (DIN 09420213 ) as a Director, the NRC and the Board reviewed and confirmed that:

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  • He is a fit and proper person to be appointed as a Director of the Company.

  • He is not disqualified from being appointed as a Director of the Company, in terms of Section 164 of the Act and has given his consent to act as a Director of the Company. In the opinion of the Board, he fulfils the conditions relating to his appointment as prescribed under the relevant provisions of the Act, the relevant rules notified thereunder, the SEBI Listing Regulations, in this regard from time to time.

  • He is not debarred from holding the office of Director by virtue of any order by SEBI or any other authority; and

  • He has the requisite qualification, skills, experience and expertise in functional areas viz. Business finance, and business transformation.

Mr. Dhiman Gupta is not related to any other Director or Key Managerial Personnel and shall be liable to retire by rotation.

Except Mr. Dhiman Gupta and/or his relatives, no other Director, Key Managerial Personnel or their respective relatives are, in any way, concerned or interested, financially or otherwise, in the said resolution.

The Board recommends the Ordinary Resolution as set out in Item No. 1 of the Notice of Postal Ballot for the approval of the Members.

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