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Such payment shall be made only after furnishing the PAN, choice of nomination, contact details including mobile number, bank account details and specimen signature. Further, relevant FAQs published by SEBI on its website can be viewed at the following link: https://www.sebi.gov.in/sebi_data/faqfiles/jan-2024/1704433843359.pdf # 8. # TDS on dividend Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of shareholders and the Company is required to deduct tax at source from dividend paid to shareholders at the prescribed rates. For the prescribed rates for various categories, please refer to Income Tax Act, 1961 and the Finance Act, 2020, of the respective years. The shareholders are requested to update their PAN with the Depository Participants (DPs) (if shares held in dematerialized form) and the Company/Link Intime India Private Limited (if shares are held in physical form). Integrated Annual Report 2023-24 # Notice A Resident individual shareholder with PAN and whose income does not exceed maximum amount not chargeable to tax or who is not liable to pay income tax, as the case may be, can submit a yearly declaration in Form No. 15G/15H, to avail the benefit of non-deduction of tax at source by e-mail to [email protected] or upload the documents on https://liiplweb.linkintime.co.in/formsreg/submission-of-form-15g-15h.html by 11:59 p.m. (IST) on Friday, May 10, 2024. Shareholders are requested to note that if the PAN is not correct/ invalid/ inoperative or have not filed their income tax returns, then tax will be deducted at higher rates prescribed under Sections 206AA or 206AB of the Income-tax Act, as applicable and in case of invalid PAN, they will not be able to get credit of TDS from the Income Tax Department. Non-resident shareholders [including Foreign Institutional Investors ("FIIs")/Foreign Portfolio Investors ("FPIs")] can avail beneficial rates under tax treaty between India and their country of tax residence, subject to providing necessary documents i.e. No Permanent Establishment and Beneficial Ownership Declaration, Tax Residency Certificate, Form 10F, any other document which may be required to avail the tax treaty benefits. For this purpose, the shareholder may submit the above documents (PDF/JPG Format) by e-mail to [email protected] or upload the documents on https://liiplweb.linkintime.co.in/formsreg/submission-of-form-15g-15h.html. The aforesaid declarations and documents need to be submitted by the shareholders by 11:59 p.m. (IST) on Friday, May 10, 2024. For further details please refer to FAQs on Taxation of Dividend Distribution at https://on.tcs.com/IR-FAQ. # 9. 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. - For shares held in electronic form: to their Depository Participants ("DPs") - For shares held in physical form: to the Company/RTA in prescribed Form ISR-1 and other forms pursuant to SEBI Master Circular No. SEBI/HO/MIRSD/SECFATF/P/CIR/2023/169 dated October 12, 2023. To mitigate unintended challenges on account of freezing of folios, SEBI vide its Circular No. SEBI/HO/MIRSD/POD-1/P/CIR/2023/181 dated November 17, 2023, has done away with the provision regarding freezing of folios not having PAN, KYC, and Nomination details. Members may also refer to Frequently Asked Questions ("FAQs") on Company's website https://on.tcs.com/IR-FAQ. # 10. Members may please note that SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022 has mandated the Listed Companies to issue securities in dematerialized form only while processing service requests viz. Issue of duplicate securities certificate; claim from unclaimed suspense account; renewal/exchange of securities certificate; endorsement; sub-division/splitting of securities certificate; consolidation of securities certificates/folios; transmission and transposition. Accordingly, Members are requested to make service requests by submitting a duly filled and signed Form ISR - 4, the format of which is available on the Company's website at https://on.tcs.com/IR-FAQ and on the website of the Company's RTA, Link Intime at https://linkintime.co.in/. It may be noted that any service request can be processed only after the folio is KYC Compliant. # 11. In terms of Regulation 40(1) of SEBI Listing Regulations, as amended from time to time, transfer, transmission and transposition of securities shall be effected only in dematerialized form. In view of the same and to eliminate all risks associated with physical shares and avail various benefits of dematerialization, Members are advised to dematerialize the shares held by them in physical form. Members can contact the Company or Link Intime, for assistance in this regard. # 12.
Members holding shares in physical form, in identical order of names, in more than one folio are requested to send to the Company or Link Intime, the details of such folios together with the share certificates along with the requisite KYC Documents for consolidating their holdings in one folio. Requests for consolidation of share certificates shall be processed in dematerialized form. # 13. File: AR_TCS_2023_2024.md As per the provisions of Section 72 of the Act, the facility for making nomination is available for the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. If a Member desires to opt out or cancel the earlier nomination and record a fresh nomination, he/she may submit the same in Form ISR-3 or SH-14 as the case may be. The said forms can be downloaded from the Company's website https://on.tcs.com/IR-FAQ. Members are requested to submit the said details to their DP in case the shares are held by them in dematerialized form and to Link Intime in case the shares are held in physical form. # 14. In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company as on the cut-off date will be entitled to vote during the AGM. # 15. SEBI vide Circular Nos. SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/131 dated July 31, 2023, and SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/135 dated August 4, 2023, read with Master Circular No. SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/145 dated July 31, 2023 (updated as on August 11, 2023), has established a common Online Dispute Resolution Portal ("ODR Portal") for resolution of disputes arising in the Indian Securities Market. Pursuant to above-mentioned circulars, post exhausting the option to resolve their grievances with the RTA/ Company directly and through existing SCORES platform, the investors can initiate dispute resolution through the ODR Portal (https://smartodr.in/login) and the same can also be accessed through the Company's website https://on.tcs.com/ODRPortal. Integrated Annual Report 2023-24 # Notice 16. Members seeking any information with regard to the financial statements or any matter to be placed at the AGM are requested to write to the Company on or before May 30, 2024, through e-mail on [email protected]. The same will be replied by the Company suitably. 17. Members are requested to note that dividends, if not encashed for a period of 7 years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund ("IEPF"). Further, all the shares in respect of which dividend has remained unclaimed for 7 consecutive years or more from the date of transfer to unpaid dividend account shall also be transferred to IEPF. In view of this, Members are requested to claim their dividends from the Company, within the stipulated timeline. The Members whose unclaimed dividends and/or shares have been transferred to IEPF, may contact the Company or RTA and submit the required documents for issue of Entitlement Letter. The Members can attach the Entitlement Letter and other required documents and file the IEPF-5 form for claiming the dividend and/or shares available on www.iepf.gov.in. For details, please refer to Corporate Governance Report which is a part of this Integrated Annual report and FAQ of investor page on Company's website https://on.tcs.com/IR-FAQ. The procedure for claiming the shares from IEPF Authority is available on https://on.tcs.com/IEPF. 18. Members attending the meeting through VC/OAVM shall be counted for the purpose of determining the quorum under Section 103 of the Act. 19. Instructions for e-voting and joining the AGM are as follows: # (A) VOTING THROUGH ELECTRONIC MEANS 1. In compliance with the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the SEBI Listing Regulations and in terms of SEBI Circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 in relation to "e-voting Facility Provided by Listed Entities", the Members are provided with the facility to cast their vote electronically, through the e-voting services provided by NSDL, on all the resolutions set forth in this Notice. The instructions for e-voting are given herein below. 2. The remote e-voting period commences on Tuesday, May 28, 2024 (9:00 a.m. IST) and ends on Thursday, May 30, 2024 (5:00 p.m. IST). During this period, Members holding shares either in physical form or in dematerialized form, as on Friday, May 24, 2024, i.e.
cut-off date, may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting thereafter. Members have the option to cast their vote on any of the resolutions using the remote e-voting facility, either during the period commencing from Tuesday, May 28, 2024 and to Thursday, May 30, 2024, or e-voting during the AGM. Members who have voted on some of the resolutions during the said voting period are also eligible to vote on the remaining resolutions during the AGM. 3. The Members who have cast their vote by remote e-voting prior to the AGM may also attend/participate in the AGM through VC/OAVM but shall not be entitled to cast their vote on such resolution again. 4. The Board of Directors has appointed P N Parikh (Membership No. FCS 327) and failing him, Jigyasa Ved (Membership No. FCS 6488) of Parikh & Associates, Company Secretaries as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner. 5. The voting rights of Members shall be in proportion to their shares in the paid-up equity share capital of the Company as on the cut-off date. 6. Any person holding shares in physical form and non-individual shareholders, who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date, may obtain the User ID and Password by sending a request at [email protected]. However, if he/she is already registered with NSDL for remote e-voting then he/she can use his/her existing User ID and Password for casting the vote. In case of individual shareholders holding securities in dematerialized mode and who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date may follow steps mentioned below under "Login method for remote e-voting and joining virtual meeting for individual shareholders holding securities in dematerialized mode." 7. The details of the process and manner for remote e-voting are explained herein below: 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 # Step 2: Cast your vote electronically on NSDL e-voting system. Details on Step 1 are mentioned below: # I) Login method for remote e-voting and joining the virtual meeting for individual shareholders holding securities in dematerialized mode Pursuant to SEBI Circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020, on "e-voting facility provided by Listed Companies", e-voting process has been enabled to all the individual demat account holders, by way of single login credential, through their demat accounts/websites of Depositories/DPs to increase the efficiency of the voting process. Individual demat account holders would # Notice 41 be able to cast their vote without having to register again with the e-voting service provider ("ESP") thereby not only facilitating seamless authentication but also ease and convenience of participating in e-voting process. Shareholders are advised to update their mobile number and e-mail ID with their DPs to access e-voting facility. # Login method for individual shareholders holding securities in dematerialized mode is given below: # Type of shareholders Individual Shareholders holding securities in dematerialized mode with NSDL # Login Method # A. NSDL IDeAS facility If you are already registered, follow the below steps 1. Visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com/ either on a Personal Computer or on a mobile. 2. Once the home page of e-Services is launched, click on the "Beneficial Owner" icon under "Login" which is available under "IDeAS" section. 3. A new screen will open. You will need to enter your User ID and Password. After successful authentication, you will be able to see e-voting services. 4. Click on "Access to e-voting" appearing on the left-hand side under e-voting services and you will be able to see e-voting page. 5. Click on options available against Company name or e-Voting service provider- NSDL and you will be re-directed to NSDL e-voting website for casting your vote during the remote e-voting period or joining virtual meeting and e-voting during the meeting. If you are not registered, follow the below steps 1. Option to register is available at https://eservices.nsdl.com. 2. Select "Register Online for IDeAS" Portal or click at https://on.tcs.com/NSDLRegn. 3. Please follow steps given above in points 1-5. # B. e-voting website of NSDL 1.
Open web browser and type the following URL: https://www.evoting.nsdl.com/ either on a personal computer or on a mobile phone. 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 need 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. 4. After successful authentication, you will be redirected to NSDL website wherein you can see e-voting page. Click on options available against Company name or e-voting service provider- 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 and e-voting during the meeting. # C. Shareholders/Members can also download NSDL Mobile App "NSDL Speede" facility by scanning the QR code mentioned below for seamless voting experience. Integrated Annual Report 2023-24 # 42 Notice # Type of shareholders Individual Shareholders holding securities in dematerialized mode with CDSL # Individual Shareholders (holding securities in demat mode) login through their DPs # Login Method 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 who to login Easi/Easiest are 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 e-voting is in progress as per the information provided by the 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 or joining virtual meeting & voting during the meeting. Additionally, there is 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 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 from a e-voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & e-mail 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-voting service providers. 5. You can also login using the login credentials of your demat account through your DP registered with NSDL/CDSL for e-voting facility. 6. Once logged-in, you will be able to see the e-voting option. Once you click on e-voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-voting feature. 7. Click on options available against Company name or e-voting service provider- 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 and e-voting during the meeting. Important note: Members who are unable to retrieve User ID/Password are advised to use Forgot User ID and Forgot Password option available at respective websites. # 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\| \|---\|---\| \|Securities held with NSDL\|Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at +91 22 48867000\| \|Securities held with CDSL\|Please contact CDSL helpdesk by sending a request at [email protected] or contact at toll free no. 1800225533\| # II) Login method for e-voting and joining virtual meeting 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 clicking 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, 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 login credentials, click on e-voting and you can proceed to Step 2 i.e. Cast your vote electronically. Integrated Annual Report 2023-24 # Notice 43 # 5. Your User ID details are given below: Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical - a) For Members who hold shares in demat account with NSDL - b) For Members who hold shares in demat account with CDSL - c) For Members holding shares in Physical Form Your User ID is: - 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 IN30012*** - 16 Digit Beneficiary ID For example if your Beneficiary ID is 12********** then your User ID is 12********** - EVEN Number followed by Folio Number registered with the Company For example if EVEN is 123456 and folio number is 001* then User ID is 123456001*** # 6. Password details for shareholders other than Individual shareholders are given below: - a) If you are already registered for e-voting, then you can use your existing password to login and cast your vote. - 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 by NSDL. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password. - c) How to retrieve your 'initial password'? - (i) If your e-mail ID is registered in your demat account or with the Company, your 'initial password' is communicated to you on your e-mail ID. Trace the e-mail sent to you from NSDL in your mailbox from [email protected]. Open the e-mail 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) In case you have not registered your e-mail address with the Company/Depository, please follow instructions mentioned below in this notice. # 7. If you are unable to retrieve or have not received the "Initial password" or have forgotten your password: - 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. - b) "Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com. - 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, PAN, name and registered address. - d) Members can also use the OTP based login for casting the votes on the e-voting system of NSDL. # 8. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box. # 9. Now, you will have to click on "Login" button. # 10. After you click on the "Login" button, home page of e-voting will open. # Details on Step 2 are given below: # 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 and general meeting is in active status. 2. Select "EVEN" of Company, which is 128475 for which you wish to cast your vote during the remote e-voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on "VC/OAVM" link placed under "Join Meeting". 3. Now you are ready for e-voting as the voting page opens. Integrated Annual Report 2023-24 # Notice 1. Cast your vote by selecting appropriate options i.e. assent or dissent, verify or modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted. 2.
Upon confirmation, the message "Vote cast successfully" will be displayed and you will receive a confirmation by way of a SMS on your registered mobile number. 3. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page. 4. Once you confirm your vote on the resolution, you will not be allowed to modify your vote. # General Guidelines for shareholders 1. 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 https://www.evoting.nsdl.com to reset the password. 2. In case of any queries related to e-voting, you may refer the Frequently Asked Questions ("FAQs") for Shareholders and e-voting user manual for Shareholders available at the download section of https://www.evoting.nsdl.com or call on +91 22 48867000 or send the request to Pallavi Mhatre, Senior Manager, NSDL at [email protected]. 3. Members may send a request to [email protected] for procuring User ID and password for e-voting by providing demat account number / Folio number, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAAR (self-attested scanned copy of Aadhaar Card). If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained above. 4. The instructions for members for e-voting on the day of the AGM are mentioned in point number 19(A). # (B) INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER 1. Members will be able to attend the AGM through VC/OAVM or view the live webcast of AGM provided by NSDL at https://www.evoting.nsdl.com following the steps mentioned above for login to NSDL e-voting system. After successful login, you can see VC/OAVM link placed under Join meeting menu against company name. You are requested to click on VC/OAVM link placed under "Join Meeting" menu. 2. Members who do not have the User ID and Password for e-voting or have forgotten the User ID and Password may retrieve the same by following the remote e-voting instructions mentioned in the Notice. Further Members can also use the OTP based login for logging into the e-voting system of NSDL. 3. Facility of joining the AGM through VC/OAVM shall open 30 minutes before the time scheduled for the AGM. 4. Members who need assistance before or during the meeting, can contact NSDL on [email protected] +91 22 48867000 or contact Amit Vishal, Deputy Vice President - NSDL at [email protected] or Sanjeev Yadav, Assistant Manager-NSDL at [email protected]. 5. Members who would like to express their views or ask questions during the AGM may register themselves as a speaker by sending their request from their registered e-mail address mentioning their name, DP ID and Client ID/Folio number, PAN, mobile number at [email protected] from Saturday, May 25, 2024 (9:00 a.m. IST) to Monday, May 27, 2024 (5:00 p.m. IST). Those Members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the AGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM. # Other Instructions 1. The Scrutinizer shall, immediately after the conclusion of voting at the AGM, unblock the votes cast through remote e-voting (votes cast during the AGM and votes cast through remote e-voting) and will submit a consolidated Scrutinizer's Report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing, who shall countersign the same. The results will be announced within the time stipulated under the applicable laws. 2. The result declared along with the Scrutinizer's Report shall be placed on the Company's website www.tcs.com and on the website of NSDL https://www.evoting.nsdl.com immediately. The Company shall simultaneously forward the results to National Stock Exchange of India Limited and BSE Limited, where the shares of the Company are listed. By order of the Board of Directors Pradeep Manohar Gaitonde Company Secretary Membership No.
ACS 7016 Mumbai, April 12, 2024 # Registered Office: 9th Floor, Nirmal Building, Nariman Point, Mumbai 400 021 CIN: L22210MH1995PLC084781 Tel: +91 22 6778 9595 Email: [email protected] Website: www.tcs.com Integrated Annual Report 2023-24 # Notice # Explanatory Statement As required by Section 102 of the Companies Act, 2013 ("Act"), the following explanatory statement sets out all material facts relating to the business mentioned under Item No. 4 to 7 of the accompanying Notice: # Item No. 4 to 7 Pursuant to the amended Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the threshold limit for determination of material Related Party Transactions is the lower of ₹1,000 crores (Rupees One thousand crores) or 10% (ten percent) of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity and such material related party transactions exceeding the limits, would require prior approval of Members by means of an ordinary resolution. TCS, being a globally recognised provider of IT services, participates in the digitisation initiatives of entities within Tata group and partners in respective entities' growth and transformation journeys. During the course of rendering such services, the Company also leverages niche skills, capabilities and resources of entities within the "Tata Group". The transactions that the Company has had with its related parties for the last three years are given below: # Year ended March 31, 2024 \|Transactions\|Promoter Company\|Subsidiaries of Promoter Company\|Associates/joint ventures of Promoter Company and their subsidiaries\|Other than wholly owned subsidiaries of the Company\|Total\| \|---\|---\|---\|---\|---\|---\| \|IT/ITE services rendered\|50\|1,006\|3,875\|1,155\|6,086\| \|Other income\|-\|-\|-\|1\|1\| \|Procurement of goods and services\|1\|1,452\|346\|63\|1,862\| \|Brand equity contribution\|200\|-\|-\|-\|200\| \|Non IT/ITE services availed\|1\|18\|73\|-\|92\| \|Lease rental\|-\|49\|46\|-\|95\| # Year ended March 31, 2023 \|Transactions\|Promoter Company\|Subsidiaries of Promoter Company\|Associates/joint ventures of Promoter Company and their subsidiaries\|Other than wholly owned subsidiaries of the Company\|Total\| \|---\|---\|---\|---\|---\|---\| \|IT/ITE services rendered\|38\|1,152\|2,506\|1,063\|4,759\| \|Other income\|-\|-\|-\|-\|-\| \|Procurement of goods and services\|-\|577\|363\|59\|1,000\| \|Brand equity contribution\|99\|-\|-\|-\|99\| \|Non IT/ITE services availed\|1\|23\|59\|-\|83\| \|Lease rental\|-\|56\|47\|-\|103\| # Year ended March 31, 2022 \|Transactions\|Promoter Company\|Subsidiaries of Promoter Company\|Associates/joint ventures of Promoter Company and their subsidiaries\|Other than wholly owned subsidiaries of the Company\|Total\| \|---\|---\|---\|---\|---\|---\| \|IT/ITE services rendered\|40\|770\|2,233\|1,164\|4,207\| \|Other income\|-\|-\|-\|1\|1\| \|Procurement of goods and services\|-\|549\|306\|345\|1,200\| \|Brand equity contribution\|100\|-\|-\|-\|100\| \|Non IT/ITE services availed\|1\|19\|45\|-\|65\| \|Lease rental\|-\|73\|24\|-\|97\| Integrated Annual Report 2023-24 # Notice File: AR_TCS_2023_2024.md Based on current applicable threshold for determining the related party transactions that require prior Shareholders approval and to facilitate seamless contracting and rendering/availing of product and services between the Company and "related parties", the Company seeks the approval of the shareholders to approve entering into contracts/arrangements within the thresholds and conditions mentioned in the resolutions. All the contracts/arrangements and the transactions with "related parties" are reviewed and approved by the Audit Committee. Further, the transactions that require testing of arm's length pricing are reviewed by our statutory auditors for being at arm's length. Information required to be disclosed in the Explanatory Statement for Item Nos. 4 to 7 pursuant to the SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023 read with SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2021/662 dated November 22, 2021, are as follows: # Item No. 4 # Material Related Party Transactions with Identified subsidiaries of Promoter Company and/ or their subsidiaries \|S/N\|Description\| \|---\|---\| \|1.\|Name of the related party\| \|2.\|Nature of relationship [including nature of its interest (financial or otherwise)]\| \|3.\|Type of the proposed transaction\| \|4.\|Nature, duration/tenure, material terms, monetary value and particulars of contract/ arrangement\| \|5.\|Particulars of the proposed transaction\| \|6.\|Tenure of the transaction\| \|7.\|Value of the proposed transaction\| \|8.\|Percentage of the Company's annual consolidated turnover, for the immediately preceding financial year, that is represented by the value of the proposed transaction\| \|9.\|Justification of the proposed transaction\| \|10.\|Details of the valuation report or external party report (if any) enclosed with the Notice\| \|11.\|Name of the Director or Key Managerial Personnel, who is related\| Particulars Identified subsidiaries of Promoter Company and/ or their subsidiaries (Please refer Annexure B (i) for the list) Identified subsidiaries of Promoter Company and/ or their subsidiaries, which are covered under Section 2(76) of the Act and Regulation 2(1)(zb) of the SEBI Listing Regulations - (a) Rendering of IT/ITE Services including IT, Infrastructure, Cloud, IOT and Digital Engineering, Digital Transformation, Analytics, Cyber Security, and such related areas - (b) Supply of hardware and software - (c) Reimbursement of expenses relating to IT Infrastructure services - (d) Procurement of goods, services, sponsorship, etc.
- (e) Leasing of property - (f) Any transfer of resources, services, or obligations to meet its objectives/ requirements Transactions in the normal course of business with terms and conditions that are generally prevalent in the industry segments that the Company operates in. Monetary value of transactions through contracts/arrangements which are entered for a duration up to 5 years, shall be subject to a maximum 1.2 percent with a single related party per annum and a cumulative threshold of 4.2 percent across all related parties per annum, of the consolidated turnover of the Company for FY2023-24. As provided in S/N 3 Contracts/arrangements with a duration up to 5 years As provided in S/N 4 Monetary value of transactions through contracts/arrangements which are entered for a duration up to 5 years, shall be subject to a maximum 1.2 percent with a single related party per annum and a cumulative threshold of 4.2 percent across all related parties per annum, of the consolidated turnover of the Company for FY2023-24. The Company, being a globally recognised provider of IT services participates in the digitisation initiatives of entities within Tata group and partners in respective entities' growth and transformation journeys. During the course of rendering such services, the Company also leverages niche skills, capabilities and resources of entities within the group. These transactions aim at providing enhanced level of user experience to the end-consumers of Tata group and provide the entities within the group cutting edge technologies to sustain and grow their business. All contracts with related party defined as per Section 2(76) of the Act are reviewed for arm's length testing internally and by Statutory Auditors. N Chandrasekaran, N G Subramaniam and Aarthi Subramanian Integrated Annual Report 2023-24 # Notice 47 # 12. Following additional disclosures to be made in case of loans, inter-corporate deposits, advances or investments made or given \|A\|Source of funds\|Not Applicable\| \|---\|---\|---\| \|B\|In case any financial indebtedness is incurred to make or give loans, intercorporate deposits, advances or investment:\|Not Applicable\| \| \|* Nature of indebtedness;\| \| \| \|* cost of funds; and\| \| \| \|* tenure of the indebtedness\| \| \|C\|Terms of the loan, inter-corporate deposits, advances or investment made or given (including covenants, tenure, interest rate and repayment schedule, whether secured or unsecured; if secured, the nature of security)\|Not Applicable\| \|D\|the purpose for which the funds will be utilized by the ultimate beneficiary of such funds pursuant to the RPT\|Not Applicable\| # 13. Any other relevant information All important information forms part of the statement setting out material facts, pursuant to Section 102(1) of the Act, forming part of this Notice. # Item No. 5 # Material Related Party transactions with Tejas Networks Limited \|S/N\|Description\| \|---\|---\| \|1.\|Name of the related party\| \|2.\|Nature of relationship [including nature of its interest (financial or otherwise)]\| \|3.\|Type of the proposed transaction\| \|4.\|Nature, duration/tenure, material terms, monetary value and particulars of contract/arrangement\| \|5.\|Particulars of the proposed transaction\| \|6.\|Tenure of the transaction\| \|7.\|Value of the proposed transaction\| \|8.\|Percentage of the Company's annual consolidated turnover, for the immediately preceding financial year, that is represented by the value of the proposed transaction.\| \|9.\|Justification of the proposed transaction\| # Particulars Tejas Networks Limited Tejas Networks Limited is a subsidiary of the Promoter Company and hence related party under Section 2(76) of the Act and Regulation 2(1)(zb) of the SEBI Listing Regulations - (a) Rendering of IT/ITE Services including IT, Infrastructure, Cloud, IOT and Digital Engineering, Digital Transformation, Analytics, Cyber Security, and such related areas - (b) Supply of hardware and software - (c) Reimbursement of expenses - (d) Procurement of goods, services, sponsorship, etc. - (e) Leasing of property - (f) Any transfer of resources, services or obligations to meet its objectives/requirements Transactions in the normal course of business with terms and conditions that are generally prevalent in the industry segments that the company is operating in. Monetary value of transactions subject to a maximum of ₹15,000 crore through contracts/arrangements for a duration up to 12 years with effect from FY 2023-24. As provided in S/N 3 Contractual commitments expected for a tenure of 12 years As provided in S/N 4. Value of the proposed transaction represents 6.2 percent of the consolidated turnover of the Company for FY 2023-24. The domain expertise and competencies available within the group and the collaboration with the Company will help in delivering world class technology to one of the high-priority and prestigious projects of the Government of India and further establish Tata Group's commitment to attain Aatmanirbhar Bharat.
Integrated Annual Report 2023-24 # Notice \|S/N\|Description\|Particulars\| \|---\|---\|---\| \|10.\|Details of the valuation report or external party report (if any) enclosed with the Notice\|All contracts with related party defined as per Section 2(76) of the Act are reviewed for arm's length testing internally and by Statutory Auditors.\| \|11.\|Name of the Director or Key Managerial Personnel, who is related\|N G Subramaniam\| \|12.\|Following additional disclosures to be made in case of loans, inter-corporate deposits, advances or investments made or given\| \| \|A\|Source of funds\|Please refer S/N 12 C below\| \|B\|In case any financial indebtedness is incurred to make or give loans, intercorporate deposits, advances or investment:\|Not Applicable\| \| \|* Nature of indebtedness; * cost of funds; and * tenure of the indebtedness\| \| \|C\|Terms of the loan, inter-corporate deposits, advances or investment made or given (including covenants, tenure, interest rate and repayment schedule, whether secured or unsecured; if secured, the nature of security)\|Unsecured Interest-free mobilization advance to be given to facilitate execution of contract. Adjustment of advance/s against progressive delivery of milestones, on the same terms as committed by the Company to end-customer.\| \|D\|The purpose for which the funds will be utilized by the ultimate beneficiary of such funds pursuant to the RPT\|As provided in S/N 12 C\| \|13.\|Any other relevant information\|All important information forms part of the statement setting out material facts, pursuant to Section 102(1) of the Act, forming part of this Notice\| # Item No. 6 # Material Related Party transactions with Tata Motors Limited, Jaguar Land Rover Limited and/or their identified subsidiaries \|S/N\|Description\| \|---\|---\| \|1.\|Name of the related party\| \|2.\|Nature of relationship [including nature of its interest (financial or otherwise)]\| \|3.\|Type of the proposed transaction\| \|4.\|Nature, duration/tenure, material terms, monetary value and particulars of contract/arrangement\| \|5.\|Particulars of the proposed transaction\| \|6.\|Tenure of the transaction\| \|7.\|Value of the proposed transaction\| Tata Motors Limited, Jaguar Land Rover Limited and/or their identified subsidiaries (Please refer to Annexure B (ii) for the list) Tata Motors Limited is an associate of the Promoter Company. Jaguar Land Rover Limited is a subsidiary of Tata Motors Limited and hence related party as per SEBI Listing regulations - (a) Rendering of IT/ITE Services including IT, Infrastructure, Cloud, IOT and Digital Engineering, Digital Transformation, Analytics, Cyber Security, and such related areas - (b) Supply of hardware and software - (c) Reimbursement of expenses relating to IT Infrastructure services - (d) Procurement of goods, services, sponsorship, etc. - (e) Any transfer of resources, services or obligations to meet its objectives/requirements Transactions in the normal course of business with terms and conditions that are generally prevalent in the industry segments that the Company operates in. Monetary value of transactions upto approx. ₹4,500 crore per annum. As provided in S/N 3 Contracts/arrangements with a duration upto five years, extendable by another five years. As provided in S/N 4. Integrated Annual Report 2023-24 # Notice 49 \|S/N\|Description\|Particulars\| \|---\|---\|---\| \|8.\|Percentage of the Company's annual consolidated turnover, for the immediately preceding financial year, that is represented by the value of the proposed transaction.\|Maximum up to 1.9 percent of the consolidated turnover of the Company for FY 2023-24, per annum for duration of contract\| \|9.\|Justification of the proposed transaction\|The Company, being a globally recognised provider of IT services participates in the digitisation initiatives of entities within Tata group and partners in respective entities' growth and transformation journeys. During the course of rendering such services, the Company also leverages niche skills, capabilities and resources of entities within the group. These transactions aim at providing enhanced level of user experience to the end-consumers of Tata group and provide the entities within the group cutting edge technologies to sustain and grow their business.\| \|10.\|Details of the valuation report or external party report (if any) enclosed with the Notice\|Company's governance policies with respect to negotiation with third parties are followed for all contracts/arrangements with related party as defined under SEBI Listing Regulations.
These contracts/arrangements are approved by the Audit Committee on quarterly basis.\| \|11.\|Name of the Director or Key Managerial Personnel, who is related\|N Chandrasekaran, Hanne Sorensen, O P Bhatt and Al-Noor Ramji\| \|12.\|Following additional disclosures to be made in case of loans, inter-corporate deposits, advances or investments made or given\| \| \|A\|Source of funds\|Not Applicable\| \|B\|In case any financial indebtedness is incurred to make or give loans, intercorporate deposits, advances or investment:\|Not Applicable\| \| \|* Nature of indebtedness;\| \| \| \|* cost of funds; and\| \| \| \|* tenure of the indebtedness\| \| \|C\|Terms of the loan, inter-corporate deposits, advances or investment made or given (including covenants, tenure, interest rate and repayment schedule, whether secured or unsecured; if secured, the nature of security)\|Not Applicable\| \|D\|The purpose for which the funds will be utilized by the ultimate beneficiary of such funds pursuant to the RPT\|Not Applicable\| \|13.\|Any other relevant information\|All important information forms part of the statement setting out material facts, pursuant to Section 102(1) of the Act, forming part of this Notice\| # Item No. 7 # Material Related Party Transactions with Tata Consultancy Services Japan, Ltd., subsidiary of the Company \|S/N\|Description\|Particulars\| \|---\|---\|---\| \|1.\|Name of the related party\|Tata Consultancy Services Japan, Ltd.\| \|2.\|Nature of relationship [including nature of its interest (financial or otherwise)]\|Subsidiary of the Company which is covered under Section 2(76) of the Act and Regulation 2(1)(zb) of the SEBI Listing Regulations\| \|3.\|Type of the proposed transaction\|(a) Rendering of IT/ITE Services including IT, Infrastructure, Cloud, IOT and Digital Engineering, Digital Transformation, Analytics, Cyber Security, and such related areas (b) Supply of hardware and software (c) Reimbursement of expenses relating to IT Infrastructure services (d) Procurement of goods, services, sponsorship, etc. (e) Leasing of property (f) Any transfer of resources, services or obligations to meet its objectives/requirements\| # Notice \|S/N\|Description\|Particulars\| \|---\|---\|---\| \|4.\|Nature, duration/tenure, material terms, monetary value and particulars of contract/arrangement\|Transactions in the normal course of business with terms and conditions that are generally prevalent in the industry segments that the company operates in. Monetary value of transactions through contracts/arrangements which are entered for a duration up to 5 years or more, shall be subject to a maximum of 1 percent of the consolidated turnover of the Company for FY 2023-24, per annum.\| \|5.\|Particulars of the proposed transaction\|As provided in S/N 3\| \|6.\|Tenure of the transaction\|Contracts/arrangements with a duration upto 5 years or more\| \|7.\|Value of the proposed transaction\|As provided in S/N 4\| \|8.\|Percentage of the Company's annual consolidated turnover, for the immediately preceding financial year, that is represented by the value of the proposed transaction.\|1 percent of the consolidated turnover of the Company for FY 2023-24, subject to 50 percent of the turnover of Tata Consultancy Services Japan, Ltd.\| \|9.\|Justification of the proposed transaction\|As per global network delivery model of TCS, the subsidiaries operating in respective countries enters into the contracts from customers and outsource the service delivery to the parent company TCS Limited. Solutions framework along with trained domain experts of TCS Limited ensure delivery of high quality and certainty to end-customers at respective countries.\| \|10.\|Details of the valuation report or external party report (if any) enclosed with the Notice\|All contracts with related party defined as per Section 2(76) of the Act are reviewed for arm's length testing by Statutory Auditors.\| \|11.\|Name of the Director or Key Managerial Personnel, who is related\|K Krithivasan\| # Following additional disclosures to be made in case of loans, inter-corporate deposits, advances or investments made or given \|A\|Source of funds\|Not Applicable\| \|---\|---\|---\| \|B\|In case any financial indebtedness is incurred to make or give loans, intercorporate deposits, advances or investment:\|Not Applicable\| \|C\|Terms of the loan, inter-corporate deposits, advances or investment made or given (including covenants, tenure, interest rate and repayment schedule, whether secured or unsecured; if secured, the nature of security)\|Not Applicable\| \|D\|The purpose for which the funds will be utilized by the ultimate beneficiary of such funds pursuant to the RPT\|Not Applicable\| # Any other relevant information All important information forms part of the statement setting out material facts, pursuant to Section 102(1) of the Act, forming part of this Notice. Shareholders' approval sought for the material Related Party Transactions entered during FY 2024-25 as given in Item Nos. 4 to 7, shall be valid up to the date of next AGM. None of the Directors or Key Managerial Personnel of the Company or their respective relatives, other than as mentioned above, are concerned or interested in the respective resolutions.
The said transaction(s)/contract(s)/arrangement(s) have been recommended by the Audit Committee and Board of Directors of the Company for consideration and approval by the Members. The members may note that as per the provisions of the SEBI Listing Regulations, all related parties (whether such related party is a party to the above-mentioned transactions or not), shall not vote to approve the resolutions set out at Item Nos. 4 to 7. In view of the above, Resolution Nos. 4 to 7 are placed for approval of the Members of the Company. Integrated Annual Report 2023-24 # Notice 51 # Annexure A # Details of Director seeking re-appointment at the Annual General Meeting (In pursuance of Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard - 2 on General Meetings) \|Name of the Director\|N Chandrasekaran\| \|---\|---\| \|Director Identification Number (DIN)\|00121863\| \|Designation and Category of Director\|Chairman Non-Independent Non-Executive Director\| \|Date of birth and age\|June 2, 1963 (60 years)\| \|Date of appointment\|Appointed as Member of the Board on September 6, 2007 Appointed as Chairman on February 21, 2017\| \|Qualifications\|- Bachelor's Degree in Applied Science - Master's Degree in Computer Applications \| \|Brief profile\|N Chandrasekaran serves as Chairman of the board of Tata Sons, the holding company and promoter of more than 100 Tata operating companies with aggregate annual revenues of more than US $150 billion. He joined the board of Tata Sons in October 2016 and was appointed Chairman in January 2017. His appointment as Chairman of Tata Sons followed a 30-year career at TCS. N Chandrasekaran rose through the ranks to become the CEO and under his leadership, TCS consolidated its position as the largest private sector employer in India and India's most valuable Company. Since he has taken over as Chairman of Tata Sons, N Chandrasekaran has been driving transformation of the group towards digital, sustainability and supply chain resilience. The group has forayed into new businesses including electronics manufacturing, semiconductor, EV battery manufacturing, consumer internet platform, and mobile technology for 5G. The Tata group has expanded its aviation presence with the acquisition of Air India and is building a large global airline. N Chandrasekaran was conferred with the Padma Bhushan, one of the highest civilian awards in India, in the field of trade and industry in 2022. The French Government conferred him with Légion d'Honneur, the highest civilian award in France for his outstanding business successes and decisive contribution to strengthening Indo-French economic ties. President Eisenhower Global Award for Leadership by the Business Council for International Understanding (BCIU) was conferred to him in 2022. N Chandrasekaran is the Co-Chair of the US India CEO Forum. He is on the Board of Governors of New York Academy of Sciences, elected as an international member of the United States National Academy of Engineering (NAE), a member of the UTokyo Global Navigation Board, the Mitsubishi's International Advisory Committee and International Advisory Council of Singapore's Economic Development Board. He is the Chairman of Indian Institute of Management, Lucknow as well as the President of the Court at Indian Institute of Science, Bengaluru. N Chandrasekaran is also a member of the Stanford Doer School for Sustainability Advisory Council and the MIT CEO Advisory Board.\| \|Expertise in specific functional areas\|Rich experience in various areas of business, technology, operations, societal and governance matters\| \|Terms and conditions of re-appointment\|Re-appointment in terms of Section 152(6) of the Companies Act, 2013\| N Chandrasekaran is also the author of Bridgital Nation, a groundbreaking book on harnessing technological disruptions to bring Indians closer to their dreams.
Integrated Annual Report 2023-24 # Notice # Directorships held in other companies (excluding Foreign Companies) # Listed Entities from which he has resigned as Director in past 3 years # Memberships/Chairmanships of committees of other companies # Number of Equity Shares held in the Company \|Tata Sons Private Limited (Promoter Company)\|1,77,056\| \|---\|---\| \|Tata Steel Limited\| \| \|Tata Motors Limited\| \| \|The Tata Power Company Limited\| \| \|Tata Chemicals Limited\| \| \|Tata Consumers Products Limited\| \| \|TCS Foundation\| \| \|The Indian Hotels Company Limited\| \| \|Tata Digital Private Limited\| \| \|Air India Limited\| \| \|Indian Foundation for Quality Management\| \| \|Tata Electronics Private Limited\| \| \|Agratas Energy Storage Solutions Private Limited\| \| # Memberships/Chairmanships of committees \| \|Tata Sons Private Limited\|Nomination and Remuneration Committee\|CSR & ESG Committee\|Risk Management Committee\| \|---\|---\|---\|---\|---\| \|Tata Steel Limited\|Nomination and Remuneration Committee\|Executive Committee of the Board\| \| \| \|Tata Motors Limited\|Nomination and Remuneration Committee\| \| \| \| \| \|The Indian Hotels Company Limited\|Nomination and Remuneration Committee\| \| \| \|Tata Consumer Products Limited\|Nomination and Remuneration Committee\| \| \| \| \| \|The Tata Power Company Limited\|Nomination and Remuneration Committee\|Executive Committee of the Board\| \| \|Air India Limited\|Nomination and Remuneration Committee\|Corporate Social Responsibility & Sustainable Development Committee\| \| \| Chairman For other details such as number of meetings of the Board attended during the FY 2023-24, remuneration last drawn and relationship with other Directors and Key Managerial Personnel, in respect of the above Director, please refer to the Corporate Governance Report which is a part of this Integrated Annual Report. Integrated Annual Report 2023-24 # Notice # Annexure B (i) List of identified subsidiaries of Promoter Company and their subsidiaries as on March 31, 2024 \|S/N\|Name\| \|---\|---\| \|1\|AI Fleet Services IFSC Limited\| \|2\|Air India Express Limited\| \|3\|Air India Limited\| \|4\|AIX Connect Private Limited\| \|5\|Apex Realty Private Limited\| \|6\|Ardent Properties Private Limited\| \|7\|Arrow Infraestate Pvt Limited\| \|8\|Artson Engineering Limited (AEL)\| \|9\|BUC Mobile Inc\| \|10\|Campaign Registry Inc\| \|11\|Campaign Registry Inc (Canada)\| \|12\|Concept Developers & Leasing Limited\| \|13\|Dailyninja Delivery Services Private Limited\| \|14\|Delyver Retail Network Private Limited\| \|15\|Dharamshala Ropeway Limited\| \|16\|Durg Shivnath Expressways Private Limited\| \|17\|Gurgaon Constructwell Private Limited\| \|18\|Gurgaon Realtech Limited\| \|19\|Hampi Expressways Private Limited\| \|20\|HL Promoters Private Limited\| \|21\|HLT Residency Private Limited\| \|22\|Ind Project Engineering (Shanghai) Co Ltd\| \|23\|Industrial Minerals and Chemicals Company Private Limited\| \|24\|Industrial Quality Services, LLC Oman\| \|25\|Infiniti Retail Limited\| \|26\|Infopark Properties Limited\| \|27\|Innovative Retail Concepts Private Limited\| \|28\|International Infrabuild Private Limited\| \|29\|ITXC IP Holdings S.A.R.L.\| \|30\|Kaleyra Africa Limited\| \|31\|Kaleyra Dominicana\| \|32\|Kaleyra Inc\| \|33\|Kaleyra SPA\| \|34\|Kaleyra UK Limited\| \|35\|Kaleyra US Inc.\| \|36\|Kolkata-One Excelton Private Limited\| \|37\|Kriday Realty Private Limited\| \|38\|Land kart Builders Private Limited\| \|39\|LFS Healthcare Private Limited\| \|40\|Matheran Rope-Way Private Limited\| \|41\|Mgage Athens PC\| \|42\|Mgage SA de CV\| \|43\|Mikado Realtors Private Limited\| \|44\|MuCoso B.V.\| \|45\|NetFoundry Inc.\| \|46\|NOVAMESH LIMITED\| \|47\|Oasis Smart E-Sim Pte Ltd\| \|48\|OASIS Smart SIM Europe SAS\| \|49\|One Bangalore Luxury Projects LLP\| \|50\|One-Colombo Project (Private) Limited\| \|51\|Princeton Infrastructure Private Limited\| \|52\|Promont Hillside Private Limited\| \|53\|Promont Hilltop Private Limited\| \|54\|Protraviny Private Limited\| \|55\|Pune IT City Metro Rail Limited\| \|56\|SAS Realtech Private Limited\| \|57\|Savis Retail Private Limited\| \|58\|Sector 113 Gatevida Developers Private Limited\| \|59\|SEPCO Communications (Pty) Limited\| \|60\|Smart Value Homes (Boisar) Private Limited\| \|61\|Smart Value Homes (New Project) LLP\| \|62\|Smart Value Homes (Peenya Project) Private Limited\| \|63\|Sohna City LLP\| \|64\|SOLUTIONS INFINI TECHNOLOGIES(INDIA) PRIVATE LIMITED\| \|65\|Solutions Infiny FZ LLC\| \|66\|Supermarket Grocery Supplies Private Limited\| \|67\|Synergizers Sustainable Foundation\| \|68\|Tata 1mg Healthcare Solutions Private Limited\| \|69\|Tata 1mg Technologies Private Limited\| \|70\|Tata Capital Advisors Pte. Limited\| \|71\|Tata Capital General Partners LLP\| \|72\|Tata Capital Growth Fund I\| \|73\|Tata Capital Growth Fund II\| \|74\|Tata Capital Growth II General Partners LLP\| \|75\|Tata Capital Healthcare Fund I\| \|76\|Tata Capital Healthcare Fund II\| \|77\|Tata Capital Healthcare General Partners LLP\| \|78\|Tata Capital Healthcare II General Partners LLP\| \|79\|Tata Capital Housing Finance Limited\| \|80\|Tata Capital Innovations Fund\| \|81\|Tata Capital Limited\| \|82\|Tata Capital Plc\| \|83\|Tata Capital Pte. Limited\| \|84\|Tata Capital Special Situation Fund\| \|85\|Tata Communications (America) Inc.\| \|86\|Tata Communications (Australia) Pty Limited\| \|87\|Tata Communications (Beijing) Technology Limited\| \|88\|TATA COMMUNICATIONS (BELGIUM) SRL\| \|89\|Tata Communications (Brazil) Participacoes Limitada\| \|90\|Tata Communications (Canada) Limited\| \|91\|Tata Communications (France) SAS\| \|92\|Tata Communications (Guam) L.L.C.\| \|93\|Tata Communications (Hong Kong) Limited\| \|94\|Tata Communications (Hungary) KFT\| \|95\|Tata Communications (International) Pte Limited\| \|96\|Tata Communications (Ireland) DAC\| \|97\|Tata Communications (Italy) SRL\| \|98\|Tata Communications (Japan) KK.\| \|99\|Tata Communications (Malaysia) Sdn.
Bhd.\| \|100\|Tata Communications (Middle East) FZ-LLC\| \|101\|Tata Communications (Netherlands) B.V.\| \|102\|Tata Communications (New Zealand) Limited\| \|103\|Tata Communications (Nordic) AS\| \|104\|Tata Communications (Poland) SP.Z.O.O.\| \|105\|Tata Communications (Portugal) Instalacao E Manutencao De Redes LDA\| \|106\|Tata Communications (Portugal) Unipessoal LDA\| \|107\|Tata Communications (Russia) LLC\| \|108\|Tata Communications (South Korea) Limited\| \|109\|Tata Communications (Spain) S.L.\| \|110\|Tata Communications (Sweden) AB\| \|111\|Tata Communications (Switzerland) GmbH\| \|112\|Tata Communications (Taiwan) Limited\| \|113\|Tata Communications (Thailand) Limited\| Integrated Annual Report 2023-24 # Notice # List of subsidiaries of Tata Communications as on March 31, 2024 \|S/N\|Name\| \|---\|---\| \|114\|Tata Communications (UK) Limited\| \|115\|Tata Communications Collaboration Services Private Limited\| \|116\|Tata Communications Comunicacoes E Multimídia (Brazil) Limitada\| \|117\|Tata Communications Deutschland GMBH\| \|118\|Tata Communications Lanka Limited\| \|119\|Tata Communications Limited\| \|120\|Tata Communications MOVE B.V.\| \|121\|Tata Communications MOVE Nederland B.V.\| \|122\|Tata Communications Payment Solutions Limited\| \|123\|Tata Communications Services (International) Pte. Limited\| \|124\|Tata Communications SVCS Pte Ltd\| \|125\|Tata Communications Transformation Services (Hungary) Kft.\| \|126\|Tata Communications Transformation Services (US) Inc\| \|127\|Tata Communications Transformation Services Limited\| \|128\|Tata Communications Transformation Services Pte Limited\| \|129\|Tata Communications Transformation Services South Africa (Pty) Ltd\| \|130\|Tata Digital Private Limited\| \|131\|Tata Fintech Private Limited\| \|132\|Tata Housing Development Company Limited\| \|133\|Tata Neu Private Limited\| \|134\|Tata Opportunities General Partners LLP\| \|135\|Tata Payments Limited\| \|136\|Tata Projects Limited\| \|137\|Tata Realty and Infrastructure Limited\| \|138\|Tata Securities Limited\| \|139\|Tata Unistore Limited\| \|140\|Tata Value Homes Limited\| \|141\|TC MIDDLE EAST TECHNOLOGY SERVICES L.L.C\| \|142\|TC Networks Switzerland SA\| \|143\|TCC Construction Private Limited\| \|144\|TCL Employee Welfare Trust\| \|145\|TCPOP Communication GmbH\| \|146\|TCTS Senegal Limited\| \|147\|Technopolis Knowledge Park Limited\| \|148\|THDC Management Services Limited\| File: AR_TCS_2023_2024.md \|149\|THE SWITCH ENTERPRISES, LLC\| \|150\|TP Luminaire Private Limited\| \|151\|TPL Services Private Limited\| \|152\|TPL-Asara Engineering South Africa (Proprietary) Limited\| \|153\|TPL-CIL Construction LLP\| \|154\|TQ Cert Services Private Limited\| \|155\|TQ Services Europe GmbH\| \|156\|TRIL Bengaluru Consultants Private Limited\| \|157\|TRIL BENGALURU REAL ESTATE FIVE LIMITED\| \|158\|TRIL Bengaluru Real Estate One Private Limited\| \|159\|TRIL BENGALURU REAL ESTATE SIX LIMITED\| \|160\|TRIL IT4 Private Limited\| \|161\|TRIL REAL ESTATE BALEWADI LIMITED\| \|162\|TRIL Roads Private Limited\| \|163\|TRIL Urban Transport Private Limited\| \|164\|Uchit Expressways Private Limited\| \|165\|Ujjwal Pune Limited\| \|166\|VSNL SNOSPV Pte. Limited\| \|167\|World-One (Sri Lanka) Projects Pte. Limited\| \|168\|World-One Development Company Pte. Limited\| # List of subsidiaries of Tata Motors Limited and Jaguar Land Rover Limited as on March 31, 2024 \|S/N\|Name\| \|---\|---\| \|1\|Jaguar Land Rover Australia Pty Limited\| \|2\|Jaguar Land Rover North America LLC\| \|3\|Jaguar Land Rover Slovakia s.r.o\| \|4\|Tata Motors Body Solutions Limited\| \|5\|Tata Motors Insurance Broking and Advisory Services Limited\| \|6\|Tata Motors Passenger Vehicles Limited\| \|7\|Tata Passenger Electric Mobility Limited\| \|8\|Tata Technologies Europe Limited\| \|9\|Tata Technologies Inc.\| \|10\|TMF Business Services Limited (formerly Tata Motors Finance Limited)\| \|11\|TML Business Services Limited\| \|12\|TML Smart City Mobility Solutions Ltd\| Integrated Annual Report 2023-24 # Directors' Report To the Members, The Directors present this Integrated Annual Report of Tata Consultancy Services Limited ("the Company" or "TCS") along with the audited financial statements for the financial year ended March 31, 2024. The consolidated performance of the Company and its subsidiaries has been referred to wherever required. # 1. Financial results \| \|Standalone\|Standalone\|Consolidated\|Consolidated\| \|---\|---\|---\| \|Financial Year\|2023-24 (FY 2024)\|2022-23 (FY 2023)\|2023-24 (FY 2024)\|2022-23 (FY 2023)\| \|Revenue from operations\|2,02,359\|1,90,354\|2,40,893\|2,25,458\| \|Other income\|7,273\|5,328\|4,422\|3,449\| \|Total income\|2,09,632\|1,95,682\|2,45,315\|2,28,907\| \|Expenses\| \| \| \| \| \|Operating expenditure\|1,46,512\|1,39,357\|1,76,597\|1,66,199\| \|Depreciation and amortisation expense\|3,887\|3,940\|4,985\|5,022\| \|Total expenses\|1,50,399\|1,43,297\|1,81,582\|1,71,221\| \|Profit before finance costs, exceptional item and tax\|59,233\|52,385\|63,733\|57,686\| \|Finance costs\|673\|695\|778\|779\| \|Profit before exceptional item and tax\|58,560\|51,690\|62,955\|56,907\| \|Exceptional item\| \| \| \| \| \|Settlement of legal claim\|958\|-\|958\|-\| \|Profit before tax\|57,602\|51,690\|61,997\|56,907\| \|Tax expense\|14,043\|12,584\|15,898\|14,604\| \|Profit for the year\|43,559\|39,106\|46,099\|42,303\| \|Attributable to:\| \| \| \| \| \|Shareholders of the Company\|43,559\|39,106\|45,908\|42,147\| \|Non-controlling interests\|NA\|NA\|191\|156\| \|Opening balance of retained earnings\|62,228\|68,949\|74,722\|78,158\| \|Closing balance of retained earnings\|55,173\|62,228\|70,033\|74,722\| # 2. Return of surplus funds to Shareholders In line with the practice of returning substantial free cash flow to shareholders and based on the Company's performance, the Directors have declared three interim dividends of ₹9 per equity share and a special dividend of ₹18 aggregating to ₹45 per equity share involving a cash outflow of ₹16,355 crore during the year. The Directors have also recommended a final dividend of ₹28 per equity share. The final dividend on equity shares, if approved by the Members, would involve a cash outflow of ₹10,131 crore. The total dividend for FY 2024 amounts to ₹73 per equity share and would involve a total cash outflow of ₹26,486 crore, resulting in a dividend payout of 60.8 percent of the standalone profits of the Company. The Shareholders' payout with respect to dividend and buyback including tax on buyback (excluding transaction costs, other incidental and related expenses) aggregated to ₹47,445 crore, resulting in a payout of 108.9 percent of the standalone profits of the Company.
# Directors' Report In FY 2023, the Company paid a total dividend of ₹115 per equity share, including a special dividend of ₹67 per equity share, which resulted in an outflow of ₹42,079 crore and a dividend payout of 107.6 percent of the standalone profits of the Company. The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") is available on the Company's website at https://on.tcs.com/Dividend. # 3. Transfer to reserves The closing balance of the retained earnings of the Company for FY 2024, after all appropriation and adjustments was ₹55,173 crore. # 4. Company's performance On a consolidated basis, the revenue for FY 2024 was ₹2,40,893 crore, higher by 6.8 percent over the previous year's revenue of ₹2,25,458 crore. The profit after tax (PAT) attributable to shareholders and non-controlling interests for FY 2024 and FY 2023 was ₹46,099 crore and ₹42,303 crore, respectively. The PAT attributable to shareholders for FY 2024 was ₹45,908 crore registering a growth of 8.9 percent over the PAT of ₹42,147 crore in FY 2023. On a standalone basis, the revenue for FY 2024 was ₹2,02,359 crore, higher by 6.3 percent over the previous year's revenue of ₹1,90,354 crore in FY 2023. The PAT attributable to shareholders in FY 2024 was ₹43,559 crore registering a growth of 11.4 percent over the PAT of ₹39,106 crore in FY 2023. # 5. Quality initiatives The Company continues to strengthen its commitment to the highest levels of quality, superior customer experience, best-in-class service management, robust information security and privacy practices and mature business continuity management. The TCS Integrated Quality Management System (iQMS) is a structured framework to ensure consistent delivery of products and services to meet or exceed customer requirements and achieve operational efficiency. iQMS is continually evaluated and upgraded to keep pace with the external environment and emerging technologies, such as AI and Cloud, to deliver with certainty and provide outstanding value and experience to its customers. TCS has once again successfully achieved Maturity level 5 of ISACA's Capability Maturity Model Integration- Services (CMMI-SVC® V2), a worldwide recognized industry benchmark and performance improvement model. TCS continues to maintain enterprise-wide certification to the following globally recognized standards: ISO 9001:2015 (Quality Management), ISO 20000-1:2018 (IT Service Management), ISO 22301:2019 (Business Continuity Management), ISO 27001:2022 (Information Security Management), ISO 27017:2015 (Information Security Controls for Cloud Services), ISO 27018:2019 (Protection of PII in Public Clouds as PII Processors), ISO 27701:2019 (Privacy Information Management Systems). # 6. Subsidiary companies On March 31, 2024, the Company has 51 subsidiaries and there has been no material change in the nature of the business of the subsidiaries. There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). The name of Tata Consultancy Services Technology Solutions AG was changed to Tata Consultancy Services Technology Solutions GmbH w.e.f April 13, 2023. W.e.f August 29, 2023, Saudi Desert Rose Holding B.V., was merged with Tata Consultancy Services Netherlands BV, a 100 percent subsidiary of the Company. Diligenta Limited, a 100 percent subsidiary of the Company, incorporated a wholly owned subsidiary, Diligenta (Europe) B.V. in Netherlands on September 14, 2023. # Directors' Report Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company's subsidiaries in Form No. AOC-1 is attached to the financial statements of the Company. Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Company's website at https://www.tcs.com/investor-relations. # 7. Directors' responsibility statement Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that: 1. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures; 2. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; 3.
They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; 4. They have prepared the annual accounts on a going concern basis; 5. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; 6. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during FY 2024. # 8. Directors and Key Managerial Personnel As on March 31, 2024, the Company has nine Directors with an optimum combination of Executive and Non-Executive Directors including two women directors. The Board comprises of seven Non-Executive Directors, out of which five are Independent Directors. During the year, the Members approved the following appointment and re-appointment of Directors: - appointment of K Krithivasan (DIN 10106739) as the CEO & MD of the Company with effect from June 1, 2023. - re-appointment of Hanne Sorensen (DIN 08035439) and Keki Mistry (DIN 00008886) as Independent Directors for a second consecutive term of five years from December 18, 2023 upto December 17, 2028. - appointment of Al-Noor Ramji (DIN 00230865) as an Independent Director for a term of five years from October 12, 2023 to October 11, 2028. In the opinion of Board, Hanne Sorensen, Keki Mistry and Al-Noor Ramji are persons of integrity and fulfil requisite conditions as per applicable laws and are independent of the management of the Company. During the year, Don Callahan (DIN 08326836) ceased to be Director of the Company with effect from January 10, 2024, upon completion of his term as an Independent Director. The Board places on record its appreciation for his invaluable contribution and guidance. On April 16, 2022, the Members approved the re-appointment of N G Subramaniam (DIN 07006215) as the COO & ED of the Company for a further period from February 21, 2022 to May 19, 2024, as per the retirement age policy for Directors of the Company and will hold office till such date. O P Bhatt (DIN 00548091) was re-appointed as an Independent Director at the twenty-fourth Annual General Meeting (AGM) of the Company held on June 13, 2019, for a second term of five years and will hold office till June 26, 2024. The Board places on record its appreciation for their invaluable contribution and guidance. N Chandrasekaran (DIN 00121863) retires by rotation and being eligible, offers himself for re-appointment. A resolution seeking Shareholders' approval for his re-appointment along with other required details forms part of the Notice. 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 Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company. 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, if any. # 58 Directors' Report Pursuant to the provisions of Section 203 of the Act, K Krithivasan, CEO & MD, N G Subramaniam, COO & ED, Samir Seksaria, Chief Financial Officer and Pradeep Manohar Gaitonde, Company Secretary are the Key Managerial Personnel of the Company as on March 31, 2024. # 9. Number of meetings of the Board Five meetings of the Board were held during the year. For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this report. # 10. Board evaluation1 The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.
The performance of the board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017. In a separate meeting of Independent Directors, performance of Non-Independent directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors. The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. At the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its Committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated. # 11. Policy on directors' appointment and remuneration and other details The Company's policy on appointment of directors is available on the Company's website at https://on.tcs.com/ApptDirectors. The policy on remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report and is also available on the Company's website at https://on.tcs.com/remuneration-policy. 1 GRI 2-18 # 12. Corporate Social Responsibility (CSR) TCS' CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. A brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure I of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. This Policy is available on the Company's website at https://on.tcs.com/Global-CSR-Policy. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. # 13. Internal financial control systems and their adequacy The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this report. # 14. Audit committee The details pertaining to the composition of the Audit Committee are included in the Corporate Governance Report, which is a part of this report. # 15. Auditors At the twenty-seventh AGM held on June 9, 2022, the Members approved the re-appointment of B S R & Co. LLP, Chartered Accountants (Firm Registration No.101248W/W-100022) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the thirty-second AGM to be held in the year 2027. # 16. Auditor's report and Secretarial audit report The statutory auditor's report and the secretarial auditor's report do not contain any qualifications, reservations, or adverse remarks or disclaimer. Secretarial audit report is attached to this report as Annexure II. # 17. Risk management The Board of Directors of the Company has a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the Management Discussion and Analysis, which forms part of this report. # 18. Vigil Mechanism The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in conformation with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report. # Directors' Report concerns about unethical behaviour. This Policy is available on the Company's website at https://on.tcs.com/WhistleBP. # 19. Particulars of loans, guarantees and investments The particulars of loans, guarantees and investments as per Section 186 of the Act by the Company, have been disclosed in the financial statements.
Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2024 and hence does not form part of this report. Pursuant to SEBI Listing Regulations, the resolution for seeking approval of the Shareholders on material related party transactions is being placed at the AGM. # 20. Transactions with related parties None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under # 21. Annual Return Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 is available on the Company's website at https://on.tcs.com/annualreturn-23-24. # 22. Particulars of employees The information under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company and percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer and Company Secretary in the financial year: \|Name\|Ratio to median remuneration\|% increase in remuneration in the financial year\| \|---\|---\|---\| \|Non-executive Directors:\| \| \| \|N Chandrasekaran@\|-\|-\| \|O P Bhatt\|38.3\|3.1\| \|Aarthi Subramanian@@\|-\|-\| \|Dr Pradeep Kumar Khosla\|34.9\|4.1\| \|Hanne Sorensen\|34.9\|3.6\| \|Keki Mistry\|38.3\|3.5\| \|Al-Noor Ramji\|$\|$\| \|Don Callahan\|$\|$\| \|Executive Directors:\| \| \| \|K Krithivasan#\|$\|$\| \|N G Subramaniam\|346.2\|8.2\| \|Rajesh Gopinathan##\|$\|$\| \|Chief Financial Officer:\| \| \| \|Samir Seksaria\|95.4\|24.0\| \|Company Secretary:\| \| \| \|Pradeep Manohar Gaitonde\|37.3\|31.6\| @ As a policy, N Chandrasekaran, Chairman, has abstained from receiving commission from the Company and hence not stated. @@ In line with the internal guidelines of the Company, no payment is made towards commission to the Non-Executive Directors of the Company, who are in full time employment with any other Tata Company and hence not stated. Appointed as Independent Director w.e.f. October 12, 2023. ** Ceased to be Director w.e.f. January 10, 2024 upon completion of his term as Independent Director. # Appointed as the Chief Executive Officer and Managing Director w.e.f. June 1, 2023. ## Ceased to be Chief Executive Officer and Managing Director w.e.f. June 1, 2023. $ Remuneration received in FY 2024 is not comparable with remuneration for FY 2023 (for part of the year) and hence not stated. Integrated Annual Report 2023-24 # Directors' Report b. The percentage increase in the median remuneration of employees in the financial year is 10.8 percent. c. The number of permanent employees on the rolls of Company are 6,01,546. d. The average annual increase was in the range of 5.5-8 percent, with top performers receiving double digit increment in India. However, during the course of the year, the total increase is in the range of 7-9 percent, after accounting for promotions and other event based compensation revisions. Employees outside India received a wage increase varying from 1.5-6 percent. The increase in remuneration is in line with the market trends in the respective countries. In order to ensure that remuneration reflects the Company's performance, the performance pay is also linked to organization performance and individual utilization in addition to individual performance. Increase in the managerial remuneration for the year was 8.2 percent for COO & ED. Remuneration for current and erstwhile CEO & MD, is for part of the year and hence not considered. e. The Company affirms that the remuneration is as per the remuneration policy of the Company. f. The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as 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, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection and any Member interested in obtaining a copy of the same may write to the Company Secretary. # 23. Integrated Report The Company has voluntarily provided Integrated Report, which encompasses both financial and non-financial information to enable the Members to take well-informed decisions and have a better understanding of the Company's long-term perspective. The Report also touches upon aspects such as organization's strategy, governance framework, performance and prospects of value creation based on the five forms of capital viz. financial capital, intellectual capital, human capital, social capital and natural capital. # 24.
Disclosure requirements As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors' Certificate thereon, and the integrated Management Discussion and Analysis, the Business Responsibility and Sustainability Report ("BRSR") form part of the Director's Report. The BRSR indicates the Company's performance against the principles of the 'National Guidelines on Responsible Business Conduct'. This would enable the Members to have an insight into Environmental, Social and Governance initiatives of the Company. 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. # 25. Deposits from public The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet. # 26. Conservation of energy, technology absorption, foreign exchange earnings and outgo # Conservation of energy: The Company is committed towards conservation of energy and climate action which is reaffirmed in its Environmental Sustainability policy (Environmental-Sustainability-Policy.pdf (tcs.com)). During the year, several initiatives were aligned to achieve the carbon targets which included those in building and IT infrastructure. Initiatives in building infrastructure included higher energy efficiencies in heating, ventilation, and air conditioning (HVAC) systems, uninterruptible power supply (UPS), green buildings and energy monitoring & analytics (Clever Energy & Resource Optimisation Centre) which have resulted in energy savings of 16,301 MWh, equivalent to 11,671 tCO2e reduction during FY 2024. Initiatives in green IT focussed on data centre and IT device consolidation and optimization to reduce the carbon footprint. The Company reduced power consumption in one of the data centres by 80kW through server consolidation and optimization. As a concomitant interim outcome, the weighted average PUE increased marginally from 1.66 in FY 2023 to 1.7 during FY 2024. In FY 2025, TCS plans to optimize and consolidate the UPS infrastructure, towards reducing the non-IT load, thereby achieving the PUE target of 1.65. In addition to this, TCS will continue to ensure energy efficiency of the equipment procured. TCS' IoT-based Real-time Energy Management System (TCS Clever EnergyTM) which involves real time energy monitoring continues to yield benefits in terms of optimization of operational energy efficiency across all offices. The roof top solar photo voltaic installations this year remained at 10.2 MWp contributing to 3 percent of total electricity use in the reporting year. A rooftop solar photovoltaic (PV) of 260 KWp has been planned for implementation in FY 2025. The Company increased the renewable energy procurement through switch over to green tariffs for its operations in several states in India, in addition to open access power purchase agreements (PPA) for renewable energy in some cases. Renewable energy # Directors' Report procurement has resulted in an increase in renewable energy use to 74 percent of total energy use during the year. TCS is certified to ISO 50001:2018 standards for Energy Management Systems (EnMS) across 22 campuses in India. Out of these, 2 campuses were added under certification in FY 2024, continuing our commitment to energy conservation and management. File: AR_TCS_2023_2024.md The above energy efficiency and renewable energy procurement efforts helped achieve a year-on-year reduction in absolute carbon footprint (across Scope 1 and Scope 2) of TCS' global operations by 31 percent. The company has achieved 80% reduction in absolute emissions (Scope 1 and Scope 2) when compared to the base year of FY 2016. The electricity consumption across TCS operations increased by 14.6% in the current year compared to FY 2023. This is due to increased scale of operations considering increase in number of associates returning to office and inclusion of 14 locations globally in the reporting boundary, leading to a 2.8% increase in electricity consumption. The Company has achieved carbon neutrality across Scope 1 and Scope 2 in Asia Pacific (including Japan), Europe, North America, UK & Ireland, Latin America, Middle East & Africa regions during the reporting year. Continued focus on the above initiatives will enable the company's aspiration of achieving its carbon target of Net Zero by 2030. # Technology absorption, adoption and innovation: # Research & Development (R&D): Specific areas in which R&D was carried out by the Company TCS Research and Innovation delivered significant value to TCS' customers, the research community and society at large through numerous initiatives and impactful outcomes.
# Inventing for Impact: TCS Research continued to expand its foundational research in computing and its intersection with the sciences with an emphasis on AI, especially Large Language Models (LLM). The exploration of innovative uses of GenAI has been a focal point for TCS Research this year. TCS delved deep into three key areas: (i) Generative design for scientific and engineering applications, (ii) Transformation of knowledge work, encompassing but not restricted to software development and operations management, and (iii) Reimagination of the user engagement paradigm across diverse domains. TCS explored use of GenAI to identify new molecules or modifications of existing molecules that show promise of being useful as new drugs (of medicinal value), as well as to evaluate them for ease of synthesis and manufacturing. TCS used GenAI to design alloys and materials while at the same time using generative exploration of the chemistry and the process route. The Company leveraged LLMs through the lens of domain models to curate ontology (information model) as well as failure/performance knowledge for large manufacturing operations reducing the time needed for such activities from months to days. The Munch Museum in Oslo is exploring the use of GenAI with TCS to create a co-drawing system for museum visitors. The use of GenAI in all domains of human activity is exploding and TCS Research is at the forefront of several such explorations. The Company's research on enterprise digital twins witnessed accelerated growth due to a growing interest and adoption of this technology across industries from communications to airlines and retail. TCS' strategy of investing in robotics translated to a business initiative and gained traction with customers leading to collaborative partnerships with major robotics accelerators such as the National Robotarium, UK and MassRobotics, US. The software research teams continued with their focus on self-healing and adaptive model-driven software architecture, adapting to changes and uncertainties seamlessly. TCS continues to explore and invest in foundation research encompassing topics like computing for finance, building digital twins for the human heart and brain, quantum computing and nano sensing for future IoT and healthcare applications, meta-material based reconfigurable intelligent surfaces for next-generation wireless systems like 6G, neuromorphic computing for low-power edge-AI, post-quantum cryptography, and other emerging as well as futuristic technologies. TCS continues to contribute to standards in areas such as environmental engineering, cyber security, cyber resilience, Internet of Things, smart cities, software architecture, quantum computing and communication, accessibility of ICT for the differently abled, AI, Metaverse, Agile Devops, e-Learning and FinTech-RegTech. Our brand TCS Research won at the Global Social Media Awards UK 2023 for 'Best Use of LinkedIn'. The Global Social Media Awards celebrates businesses around the world that are crashing through the algorithms and channelizing the chatter to create innovative, meaningful engagement that produces tangible results. This recognition is a testament to content innovation and motivates the Company to continue to inspire and transform the world through impactful stories of research and innovation. # Strengthening IP Base: TCS launched new IP-based offerings and enhancements of existing IP-based offerings. The Revenue Management Solution strategically navigates CPG growth by leveraging data and insights to optimize pricing, promotions, product mix, and trade investments. TCS' Observability Solution ensures intelligent, secure, and proactive monitoring for hybrid cloud applications, supporting diverse environments from SAP to Oracle ERP to custom applications across multi-cloud landscapes. The Company's Cross Industry Digital Commerce Platform provides multitude core capabilities, industry specific capabilities and an ecosystem orchestration capability to the Retail, CPG, Airline and Telecom industries. TCS ADD™ Metadata Repository won two awards for Excellence in Ancillary Pharma Services and Excellence # 62 Directors' Report in use of Technology at the India Pharma Awards 2023. TCS was also recognized with 2 Golds and 1 Bronze at Stevie Asia Pacific Awards 2023 for ignio™ (Gold), TCS Data Privacy (Gold) and TCS Travel Chatbot "Trawiz" (Bronze). The Company's intellectual property grew with 257 publications and presentations in top-tier journals and conferences. As of March 31, 2024, 8,040 patents have been filed (cumulatively) by the Company and 3,919 have been granted. TCS won many awards relating to IP, including the Asia IP Elite Award 2023, the National Intellectual Property Award 2023 in the category 'Top Public Limited Company for Patents Filing, Grant & Commercialization in India in the field of Service/Others Sector' and the World Intellectual Property Organization's (WIPO) National Award for Enterprises for being an exemplar of IP value creation.
TCS also recognized with CII Industrial Intellectual Property Awards 2023, Special Appreciation Award by CII acknowledging very special and distinctive features of some inspiring IP initiatives of the organization. # Innovating at Scale with the Ecosystem: TCS Pace TM is the fulcrum of TCS' thought leadership and continues to leverage pioneering innovation to steer businesses through emerging technologies and defineTM co-innovation strategies with customers. TCS Pace Port New York engaged with customers, analysts, and partners during the TCS Innovation Forum North America 2023. TCS Pace PortTM Amsterdam hosted the analyst community from EU and UK region, during the TCS Europe Analyst Summit 2023. TCS COIN TM expanded its global footprint by reaching out to over 250 unique TCS customers this year who need access to new technologies from start-ups. COIN Business Accelerator, a high-touch program with emerging tech companies, kicked off its 3rd cohort. The Accelerator is playing an instrumental part in TCS' ecosystem strategy, increasing its innovation footprint, and winning deals. TCS and Jaguar Land Rover (JLR) launched JLR's Open Innovation program in Tel Aviv to foster disruptive mobility innovation and strengthen relationships between JLR and Israeli start-ups, scale-ups, corporate entities, investors, and academia as part of JLR's Reimagine strategy. This partnership will leverage TCS COIN TM in Israel to identify local technology offerings and scale them to global mobility solutions and services. The academic network of TCS COINTM funds 42 strategic research project engagements across 23 academic institutions. TCS inaugurated a Research facility within the IIT Kharagpur Research Park in Kolkata this year. The new center will enable greater collaboration with IIT Kharagpur and establish TCS Research firmly within the Cyber Physical Systems and Digital Health research landscape. TCS and WIPO have joined hands to collaborate, extending the TCS Access Infinity platform to Accessible Books Consortium partner libraries in developing and least developed countries. TCS has strategically collaborated with Dassault Systèmes within the ambit of the Living Heart Project, fostering a collaborative environment encompassing cardiovascular researchers, educators, medical device developers and regulatory bodies such as the US FDA. This partnership aims to drive digital transformation in cardiovascular science by creating authentic digital simulations of the human heart. # Building a Culture of Innovation: TCS Research and Innovation continued with enterprise-wide initiatives to inspire and foster creativity across the domain. This year five teams from TCS made it to the finals of Tata Innovista 2023 and TCS won awards in the "Piloted technologies" and "Implemented Innovations - Products and Services" categories. TCS Innovista 2024, an internal shark-tank competition, concluded with the largest ever participation from TCS'ers. 12,371 teams vied for the top honors across multiple categories. The second edition of the organization wide incubation bootcamp was organized to encourage and support entrepreneurial ideas in areas of sustainability, GenAI, decentralization, EV ecosystems, and connected health. This year's edition witnessed 126 applications across 48 business units. Digital Impact Square (DiSQ) encourages innovation using digital technologies to address social challenges and has impacted 190,543 lives across various startups in FY 2024. The DiSQ has been awarded with Zero Project Award 2024 for inclusive vocational training models, inclusive education, and ICT. Several companies within the purview of DiSQ have won awards. With an aim to inspire and empower young minds to solve real-world environmental and societal challenges through technology, TCS Sustainathon Singapore addressed challenge statements issued by Dell Technologies, Citi, and LinkedIn under the theme of 'Empowering Women in STEM'. TCS Sustainathon South Africa 2023 focused on sustainable water and sanitation management. TCS CodeVita Season 11 received the highest ever registration of more than 4,44,000 from 95 countries. # Future course of action: TCS will continue scaling its investments in IP creation, partnerships and offerings to deliver market leading value to its customers, with a focus on agility and speed to market that matches the fast pace of digital transformation of its customers are undergoing. At the same time, it will continue to build its talent base and focus on building a culture of innovation in the Company. # Expenditure on R&D: TCS research and innovation centers are located in India and other parts of the world. The research centers in India function from Pune, Chennai, Bengaluru, Delhi-NCR, Hyderabad, Kolkata and Mumbai. Integrated Annual Report 2023-24 # Directors' Report # Expenditure incurred in the R&D centers and innovation centers of TCS during FY 2024 and FY 2023 are given below: \|Expenditure on R&D and innovation\| \|Standalone\| \|Consolidated\| \| \|---\|---\|---\|---\|---\|---\| \| \| \|FY 2024\|FY 2023\|FY 2024\|FY 2023\| \|a. Capital\| \|8\|1\|8\|1\| \|b. Recurring\| \|419\|375\|426\|380\| \|c.
Total R&D expenditure (a+b)\| \|427\|376\|434\|381\| \|d. Innovation center expenditure\| \|2,228\|2,048\|2,317\|2,119\| \|e. Total R&D and innovation expenditure (c+d)\| \|2,655\|2,424\|2,751\|2,500\| \|f. R&D and innovation expenditure as a percentage of total turnover\| \|1.3%\|1.3%\|1.1%\|1.1%\| # Foreign exchange earnings and outgo: Export revenue constituted 93.5 percent of the total standalone revenue in FY 2024 (94.3 percent in FY 2023). \|Foreign exchange earnings and outgo\|FY 2024\|FY 2023\| \|---\|---\|---\| \|a. Foreign exchange earnings\|1,93,252\|1,83,412\| \|b. CIF Value of imports\|174\|144\| \|c. Expenditure in foreign currency\|81,726\|75,786\| # 27. Acknowledgements The Directors thank the Company's employees, customers, vendors, investors and academic partners for their continuous support. The Directors also thank the Government of India, Governments of various states in India, Governments of various countries and concerned Government departments and agencies for their co-operation. The Directors appreciate and value the contribution made by every member of the TCS family. On behalf of the Board of Directors N Chandrasekaran Chairman DIN 00121863 Mumbai, April 12, 2024 # Integrated Annual Report 2023-24 # Directors' Report # Annexure I # Annual Report on CSR Activities # 1. Brief outline on CSR Policy of the Company TCS' vision is to empower people and communities to build self-reliance through technology while promoting the values of fairness, equity, and respect for human rights. It endeavors to connect people and communities to opportunities in the digital economy by building equitable and inclusive pathways for women, youth, and marginalized groups. To address the most pressing needs of the community, TCS primarily focuses on the areas of education, skilling, employment, and entrepreneurship. The Company enables social innovation and community projects targeted at marginalized sections of society, bridging the opportunity gap, and investing in quality education, good health and well-being, clean water and sanitation, climate action, and disaster relief efforts in support of the basic needs of global communities. Additionally, TCS forms strategic partnerships, delves into research, provides insights, and pro-bono technology consultation to bolster the capacity of grassroots organizations. To achieve transformational social impact, TCS leverages its intellectual, technological, human, and financial capital and applies its contextual knowledge and the expertise of a diverse network of leaders to design innovative and sustainable solutions for societal challenges. It executes and scales programs using its vast capabilities in technology, the large employee base who volunteer their time, skills, and expertise for causes they believe in, and impact investments in large-scale, sustainable, multi-year programs that empower communities. By directing its resources toward people and communities that need them the most, TCS assures equitable access. Every CSR initiative and program by TCS aligns with the United Nations Sustainable Development Goals (UN SDGs), while the CSR strategy incorporates inclusion into its design by aligning with the Government of India and the Tata Group's Affirmative Action. # 2. Composition of the CSR committee: \|Sr. No.\|Name of Director\|Designation/Nature of Directorship\|Number of meetings of CSR Committee held during the year\|Number of meetings of CSR Committee attended during the year\| \|---\|---\|---\|---\|---\| \|1\|N Chandrasekaran\|Chairman, Non-independent Non-Executive Director\|3\|3\| \|2\|O P Bhatt\|Member, Independent, Non-Executive Director\|3\|3\| \|3\|N G Subramaniam\|Member, Non-Independent, Executive Director\|3\|3\| # 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 Composition of the CSR committee shared above and is available on the Company's website at https://www.tcs.com/corporate-governance. CSR policy- https://on.tcs.com/Global-CSR-Policy CSR projects- https://www.tcs.com/corporate-social-responsibility # 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 sub-section (5) of Section 135: ₹42,507 crore # (b) Two percent of average net profit of the Company as per sub-section (5) of section 135: ₹850 crore # (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: ₹32 crore # (e) Total CSR obligation for the financial year [5(b)+5(c)-5(d)]: ₹818 crore # 6.
(a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project): ₹813 crore # (b) Amount spent in Administrative Overheads: ₹14 crore # (c) Amount spent on Impact Assessment, if applicable: NIL # (d) Total amount spent for the Financial Year [6(a)+6(b)+6(c)]: ₹827 crore # Directors' Report # (e) CSR amount spent or unspent for the financial year: \|Total Amount Spent for the Financial Year\|Unspent CSR Account as per Section 135(6) of the Act\|Amount\|Date of transfer\| \|---\|---\|---\|---\| \|827\|NIL\|-\| \| # (f) Excess amount for set off, if any: \|Amount Unspent\|Amount transferred to any fund specified under Schedule VII as per second proviso to Section 135(5) of the Act\| \| \|---\|---\|---\| \|-\|NIL\|-\| \|Sr. No.\|Particular\|Amount\| \|---\|---\|---\| \|(i)\|Two percent of average net profit of the Company as per Section 135(5)\|818\| \|(ii)\|Total amount spent for the Financial Year\|827\| \|(iii)\|Excess amount spent for the financial year [(ii)-(i)]\|9\| \|(iv)\|Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any\|NIL\| \|(v)\|Amount available for set off in succeeding financial years [(iii)-(iv)]\|9\| Net of excess contribution from previous years set-off in the current financial year # 7. Details of Unspent CSR amount for the preceding three financial years: \|Sr. No.\|Preceding Financial Year\|Amount transferred to Unspent CSR Account under Section 135(6)\|Balance Amount in Unspent CSR Account under Section 135\|Amount spent in the reporting Financial Year\|Amount transferred to a Fund as specified under Schedule VII as per second proviso Section 135(5), if any\|Amount remaining to be spent in succeeding financial years\|Deficiency, if any\| \|---\|---\|---\|---\|---\|---\|---\|---\| \|-\|NIL\|-\|-\|-\|-\|-\|-\| # 8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year: Yes No If Yes, enter the number of Capital assets created/ acquired: Not Applicable # Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in the Financial Year: \|Sr. No.\|Short particulars of the property or asset(s) [including complete address and location of the property]\|Pincode of the property or asset(s)\|Date of creation\|Amount of CSR amount spent\|CSR Registration Number, if applicable\|Name\|Registered address\| \|---\|---\|---\|---\|---\|---\|---\|---\| \|(1)\|(2)\|(3)\|(4)\|(5)\|(6)\| \| \| # 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 K Krithivasan Chief Executive Officer and Managing Director DIN: 10106739 N Chandrasekaran Chairman, Corporate Social Responsibility Committee DIN: 00121863 Integrated Annual Report 2023-24 # Directors' Report # Annexure II # Form No. MR-3 # Secretarial Audit Report for the financial year ended March 31, 2024 [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, The Members, Tata Consultancy Services Limited We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Tata Consultancy Services Limited (hereinafter called "the Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon. Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company, to the extent the information provided by the Company, its officers, agents and authorised representatives during the conduct of secretarial audit, the explanations and clarifications given to us and the representations made by the Management and considering the relaxations granted by the Ministry of Corporate Affairs and Securities and Exchange Board of India, we hereby report that in our opinion, the Company has during the audit period covering the financial year ended on March 31, 2024, generally complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the books, papers, minute books, forms and returns filed and other records made available to us and maintained by the Company for the financial year ended on March 31, 2024 according to the applicable provisions of: 1. The Companies Act, 2013 (the Act) and the rules made thereunder; 2. The Securities Contract (Regulation) Act, 1956 ('SCRA') and the rules made thereunder; 3. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; 4. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; 5.
The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'): 1. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; 2. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; 3. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and amendments from time to time; 4. The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; (Not applicable to the Company during the audit period) 5. The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; (Not applicable to the Company during the audit period) 6. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (Not applicable to the Company during the audit period) 7. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; (Not applicable to the Company during the audit period) 8. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; 6. Other laws applicable specifically to the Company namely:- 1. Information Technology Act, 2000 and the rules made thereunder; 2. Special Economic Zones Act, 2005 and the rules made thereunder; 3. Software Technology Parks of India rules and regulations; 4. The Indian Copyright Act, 1957; 5. The Patents Act, 1970; 6. The Trade Marks Act, 1999; We have also examined compliance with the applicable clauses of the following: 1. Secretarial Standards issued by The Institute of Company Secretaries of India with respect to board and general meetings. 2. The Listing Agreements entered into by the Company with National Stock Exchange of India Limited and BSE Limited. # Directors' Report read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, standards etc. mentioned above. We further report that: The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice was given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance for meetings other than those held at shorter notice, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. As per the minutes, decisions at the Board Meetings were taken unanimously. We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable Laws, Rules, Regulations and Guidelines etc. We further report that during the audit period following events occurred which had bearing on the Company's affairs in pursuance of the above referred Laws, Rules, Regulations, Guidelines, Standards etc.: The Company has completed buyback of 4,09,63,855 (Four Crore Nine Lakh Sixty Three Thousand Eight Hundred and Fifty Five) fully paid-up equity shares of face value of `1 (Rupee One) each ("Equity shares") for an aggregate amount not exceeding `17,000 Crore on a proportionate basis, through the Tender Offer route through the Stock Exchange mechanism as prescribed under the Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018, at `4,150 (Rupees Four Thousand One Hundred and Fifty only) per Equity Share. For Parikh & Associates Company Secretaries P. N. Parikh Partner FCS No: 327 CP No: 1228 UDIN: F000327F000095202 PR No.: 1129/2021 Place: Mumbai Date: April 12, 2024 This Report is to be read with our letter of even date which is annexed as Annexure A and Forms an integral part of this report. # Integrated Annual Report 2023-24 # Directors' Report # 'Annexure A' To, The Members, Tata Consultancy Services Limited Our report of even date is to be read along with this letter. 1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit. 2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records.
The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the process and practices, we followed provide a reasonable basis for our opinion. 3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company. 4. Wherever required, we have obtained the Management Representation about the Compliance of Laws, Rules and Regulations and happening of events etc. 5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedure on test basis. 6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company. For Parikh & Associates Company Secretaries P. N. Parikh Partner FCS No: 327 CP No: 1228 UDIN: F000327F000095202 PR No.: 1129/2021 Place: Mumbai File: AR_TCS_2023_2024.md Date: April 12, 2024 # Integrated Annual Report 2023-24 # Management Discussion and Analysis # Overview of the Industry The journey over the past few years has been eventful, starting with supply-chain disruptions in the aftermath of the pandemic, the Russia-Ukraine war that triggered a global energy and food crisis, and a considerable surge in inflation, followed by a globally synchronized monetary policy tightening. The global GDP is estimated to have grown at 3.2% in CY 2023, lower than 3.5% in CY 2022, led by fears of a hard recession. Yet, despite many gloomy predictions, the world avoided a recession, the banking system proved largely resilient, and major emerging market economies did not suffer sudden stops. Economic growth has been stronger than expected in the second half of 2023 in the United States, and several major emerging market and developing economies. However, the rising momentum was not felt everywhere, with notably subdued growth in the euro area, reflecting weak consumer sentiment, the lingering effects of high energy prices, and weakness in interest-rate-sensitive sectors. Unmet revenue expectations have ushered in a new wave of pragmatism where maintaining a healthy profit margin has become pivotal for corporations due to the uncertain macro-outlook. In extreme cases, organizations resorted to cost-cutting measures, such as reducing headcount and cutting discretionary spending, including IT services. Organizations taking a more rational approach are simply shifting the emphasis of ongoing IT projects toward cost control, efficiencies and automation while curtailing IT initiatives with longer RoIs. Global technology spending on Enterprise software and IT services was close to the US$2.3 trillion mark in CY 2023, with IT services growing at 6.1% YoY to US$1.4 trillion. # Global Spend on IT Services (US$ Bn) \|US$ Billion\| \|1.5x\|1,385\| \|---\|---\|---\|---\| \| \|926\|2.2x\|29.1\| \| \|13.4\|TCS Revenue (US$ Bn)\| \| \|FY 2014\| \|FY 2024\| \| The outperformance may be attributed to market share gains resulting from TCS' strategy on customer centricity, its agile organization structure, and a very stable leadership team; its investments in organic talent development, research and innovation, intellectual property, brand building, and in building newer capabilities that have helped expand wallet share with clients; and better execution resulting in greater customer satisfaction. # TCS' Business # An Overview TCS is an IT services, consulting and business solutions organization partnering many of the world's largest businesses in their transformational journeys for the last 56 years. It has a global presence, deep domain expertise in multiple industry verticals and a complete portfolio of offerings - grouped under consulting and service integration, application services, digital transformation services, AI and cloud services, engineering services, cognitive business operations, and products and platforms - targeting every C-suite stakeholder. The company leverages all these capabilities and its profound contextual knowledge of its customers' businesses to create bespoke, high quality, high impact solutions designed to deliver. The global IT services industry continues to be a highly fragmented one, with even the largest provider having a mid-single digit market share. TCS is among the largest IT services providers globally, with a market share of 2.1%. TCS' outperformance is significantly higher over the last decade. 1 Nasscom, World Economic Outlook, IMF, April 2024 2 Gartner # Management Discussion and Analysis differentiated business outcomes. These solutions are delivered using its operating model which enables a highly distributed, Location Independent Agile™ delivery. TCS geographic footprint covers North America, Latin America, the United Kingdom, Continental Europe, Asia Pacific, India and Middle-East Africa. TCS considers industry verticals as its primary go-to-market business segments.
The five key vertical clusters are: Banking, Financial Services and Insurance (BFSI), Communication, Media and Technology (CMT), Consumer Business, Life Sciences and Healthcare, Manufacturing and Others such as Energy, Resources and Utilities, Public Services and Products. # Strategy for Sustainable Growth TCS has successfully navigated through multiple technology cycles since its inception, transforming and adapting each time to build relevant new capabilities and helping its clients realize the benefits of that innovative technology. TCS' responsiveness, agility and adaptability to change have been core to its longevity. Customer-centricity is at the heart of TCS' strategy, organization structure and investment decisions. TCS has been broadening and deepening customer relationships by continually looking for new opportunities and newer areas in their businesses to add value, proactively investing in building capabilities, reskilling its workforce, and launching innovative services, solutions, products, and platforms to address those opportunities. TCS is reinventing itself at a time of unprecedented change in the IT Services industry. Digital, AI and Cloud technologies are now business enablers, and core to the success of business, fueling the need for enterprise-wide transformation and continuous innovation. Technology disruption is blurring traditional industry lines, making cross-industry expertise an imperative. Adaptation is the key to survival. TCS believes in the power of inspiration and invention to build greater futures and help in transforming industries. The company's research and innovation team apply scientific rigor and a collaborative mindset to solve pressing problems faced by industries and society. Over time, this strategy has resulted in deep and enduring customer relationships, a vibrant and engaged workforce, industry-leading profitability, a steady expansion of the addressable market, and a proven record of accomplishment in delivering longer term stakeholder value. # Enabling Investments TCS has been at the forefront of every technology adoption cycle over the past several decades. The company has anticipated every technology change and invested in innovation, talent, intellectual property, and partnerships well in advance. TCS pioneered the 'Default is Digital' approach to leverage the new family of technologies that emerged in the last decade. TCS was early to identify that decision making in enterprises would increase in complexity and would require novel uses of digital technologies. Its research into Enterprise Digital Twins enables it to simulate enterprises in hi-fidelity and use AI for decision making. Backed by 10 years of research (started in 2013) and over 40 publications in top-tier journals, TCS launched an Enterprise Digital Twin product offering called TCS TwinX™. The multiple award-winning product today simulates enterprise decision making for several TCS customers. Quick to recognize the potential of cloud, the company made investments ahead of time in launching new platform-based business models as far back as in 2009, reskilling the workforce, research and innovation, building collaborative workspaces and innovation centers, intellectual property, and alliances and partnerships. TCS created a separate research group focused on 'Deep Learning and AI' in 2017 and identified 'AI' as a critical skill that every researcher should acquire. TCS has doubled down on partnerships in areas such as AI, Quantum Computing and Cybersecurity. These early investments have given TCS a head-start in being a partner in its customers' technology adoption lifecycles. The exploration of innovative uses of GenAI has been a focal point for TCS Research this year. More details on TCS R&I investments during the year are available on Page 61 of Directors' Report in the section on 'Technology absorption, adoption and innovation'. TCS' dedication to innovation is evident with its dynamic intellectual property (IP) portfolio, which saw continual enhancement through the filing and granting of patents and the publication of research papers. TCS' IP portfolio has grown by a CAGR of over 13% over the past decade. TCS is the largest patent filer in the industry category in India and has been honored with 42 IP awards in the last 10 years, including winning the National IP Award 4 times in the last 7 years. TCS' dedicated practice units around major hyperscalers have been steadily investing in training, certifications, credentials and in building solutions and intellectual property on their respective hyperscaler stacks. AI.Cloud Academy was launched to bring together initiatives from all Cloud and AI partners, and to drive talent transformation at scale with a theme "Making AI REAL" for TCS' customers. As on 31st March 2024, TCS had one of the world's largest AI/ML and GenAI trained workforce. AI Experience Zone, TCS's indigenous, multi-platform AI playground continues to develop employees with higher competencies in GenAI through Industry specific use cases integrated into programs and hackathons.
One of the significant investments has been in building a multi modal, hyperscaler agnostic, domain catalogue enabled, pattern driven, multi orchestrator GenAI platform called TCS AI WisdomNext to help customers accelerate their GenAI journey. In addition to the hyperscalers, TCS has also invested in building key partnerships with other major cloud and AI ecosystem partners, to bring best of GenAI offerings to TCS' customers. TCS has invested in deep dive technical training along with hands-on sessions to help upskill existing employees thereby empowering # Management Discussion and Analysis TCS has launched AI Academy and the AI Experience Zone platform for experiential AI/ML and GenAI talent development. TCS has launched several PoVs on how the industry value chains including personas involved can be transformed using the power of GenAI. TCS also has significantly invested in onboarding 150+ horizontal and vertical solutions on hyperscaler platforms in a cloud native manner augmented with GenAI capabilities. As TCS transforms industries, building momentum requires continuous perseverance, flawless execution against the company's strategic priorities: Customer Centricity and Employee Empathy. # TCS' Strategic Responses to Opportunities and Threats \|Opportunity / Threat\|TCS Approach\| \|---\|---\| \|Macroeconomic uncertainty and geopolitical volatility impacting decision making and prompting an increased mix of cost optimization and cloud transformation-led deals and reduced discretionary spend\|- Proven track record in helping enterprises reduce their cost of operations. - Proactive pitching of IT and business operating model transformations that deliver greater efficiency, enhance enterprise agility, resilience and better output. - Leveraging full services capability and deep client relationships to propose product-aligned operating models. - Use of TCS Cognix™ to accelerate operations transformation, using over 600 pre-built automation components that infuse AI/ML and other technologies into IT and business processes to reduce human intervention, increase velocity and productivity. \| \|Greater interest in using technology to drive business growth and differentiation\|- Focused on developing contextual knowledge and applying that for inside-out transformations. - Continued investments in research and innovation, TCS Pace Ports, and intellectual property. - Dedicated practice with domain experts to bring together TCS' differentiated capabilities from across the organization to stitch together comprehensive solutions. - Proactive pitching of solutions to customers' most pressing business problems. \| # Outcomes - Strong deal flow resulting in a robust order book that gives better visibility of medium to long-term growth. - Market share gains in vendor consolidation led deals. - Efficiency gains helping fund client's transformation programs in some instances. - TCS Cognix recognized as a means of driving quicker realization of RoI. - Expansion of addressable market. - Higher quality revenue, lending margin resilience. - More deeply embedded in the client's business. - Engaging with a broader set of buyers in the client organization. - Higher visibility within C-Suites. - Refocused on industry expertise, as well as technology and service lines, increased investment in regional markets to diversify portfolio. - Nation building programs which add to capabilities and credentials. - Deepened partner ecosystem for joint go-to-market strategy. Integrated Annual Report 2023-24 # Management Discussion and Analysis \|Opportunity / Threat\|TCS Approach\|Outcomes\| \|---\|---\|---\| \|Strategic technology investments\|- Set up the AI.Cloud unit bringing both Cloud and AI capabilities together to drive transformations for the customer under a 'Responsible AI' framework; invested in Intrapreneurial teams to discover the art of the possible. - Continued investment in skill building, certifications, credentials, IP and accelerators. - Made available TCS products and solutions on public clouds. \|- Strong growth in cloud migration and transformation revenues. - Working on 250+ PoCs and PoVs in Assist and Augment use cases, few programs moving into production. - Top tier partner to each of the hyperscalers. - Preferred partner to clients seeking to use cloud native capabilities to power their business transformation. - Over half of the workforce trained in AI/ML and GenAI technologies. \| \|Greater acceptance of as-a-Service platforms\|- Strengthened alliances and launched new offerings around the popular and new SaaS products. - Helped ISV* clients upgrade their products to launch new SaaS versions. - Partnering with product manufacturers to help launch innovative as-a-Service offerings using TCS Bring Life to Things IoT framework. \|- Outperformance and differentiated growth compared to peers. - Stronger win-win partnerships. - Expansion of addressable market. - Strong growth in SaaS sales. - Platforms drive stickier relationships, with long term revenue visibility. \| \| \|- Promoted SaaS versions of in-house product portfolio, now available on hyperscaler platforms. - Used IP portfolio to launch new platforms that bundle IP and shared services on the cloud.
\| \| * Independent Software Vendor # Talent Management TCS is a talent and innovation led organization that aims to attract, develop, motivate, and retain diverse talent, which is critical for its competitive differentiation and continued success. TCS strives to create a vibrant workplace and an engaged workforce by encouraging four behaviors: follow your passion, stay hungry, commit to lifelong learning, and thrive together. In FY 2024, the total employee base of TCS was 601,546, representing 152 nationalities, with 35.6% women in the workforce. # Talent Acquisition The company remains the preferred employer and one of the largest job creators in IT services in several major markets, for both freshers and lateral hires. FY 2024 has been yet another vibrant year for Talent Acquisition with strong business partnerships to meet talent requirements proactively, at scale and on-demand. # Key Achievements: - Hiring during the year: During the year, the company's hiring strategy included a mix of physical campus visits, candidates hired through its National Qualifier Test (NQT) and focused hiring from top B-schools. TCS continues with internship and placement offers as part of the Strategic Leadership Program. - TCS Academic Interface Program (AIP) continued to engage with faculty and students through focus group connections, workshops, faculty development programs and other campus outreach activities. In FY 2024, TCS engaged with over 194,000 students and about 17,500 faculty members in nearly 1,200 partner academic institutes across the world. More than 1,500 interns were engaged during the year. - TCS Sangam: "Meeting of Minds" is TCS' flagship event celebrating industry-academia collaboration. Sangam 2024 saw participation from more than 80 leading academicians including distinguished Vice Chancellors and Directors representing a diverse group of institutions including IITs, NITs, IIMs, and premium institutions. # Talent Development Building a future-ready workforce is one of the top priorities for Talent Development. In FY 2024 several key initiatives were launched to inculcate a strong engineering culture among the company's employees and build deeper skills in market relevant technologies and create an AI ready workforce. Integrated Annual Report 2023-24 # Management Discussion and Analysis # Few notable programs: - #IamGenAIReady - Intense focus on building GenAI capabilities with a goal to make "Every TCSer GenAI ready by 2025". TCS exceeded its initial targets and now has one of the world's largest AI/ML and GenAI Ready workforce across the world. - Building a Strong Engineering Culture: - Software Engineering - Reinforcing clean coding and assuring best engineering practices. - Secuware training program to create deep understanding of secure coding and configuration practice across Application, Network, Cloud and Data Systems. - TCS Elevate: TCS' pioneering program linking learning to career growth and reward covered over 423,000 employees. More than 35,200 employees were identified as high talent and saw an increase in their compensation. - TCS Contextual Masters: TCS' program to identify tenured employees with contextual knowledge of the customer's business and technology landscape, continues to expand with over 73,000 Contextual Masters who are being groomed to be next generation transformation leaders. # Key Metrics: - More than 147,000 external certificates were acquired in FY 2024. - TCS continued its focus on leveraging internal talent through upskilling and cross skilling for growth opportunities. In FY 2024, 33% of job requirements were fulfilled through grooming its internal talent. # Talent Transformation TCS is building a culture of mentoring and promoting it through systemic intervention programs, and the company now has over 36,000 mentors. TCS has multiple initiatives to help employees achieve career growth and aspirations. - iConnect - Collaboration tool designed to help employees reach out to senior mentors for guidance on career paths. More than 103,000 iConnect sessions were initiated. - Xcelerate - TCS' in-house career guidance system, which guides TCSers to share their career aspirations. The portal saw more than 462,000 aspirations recorded in FY 2024, and over 26,300 have met their aspirational roles. - Over 135,000 TCSers initiated their 360-degree inclusive feedback process, with team members, peers and managers being nominated as participants to give feedback on their skills and attributes. This engagement provides strong impetus toward overall talent transformation at each individual level. Compensation levels are merit based, determined by qualification, experience levels, special skills if any, and individual performance. Compensation structures are driven by prevailing practices in each country that TCS operates in. The merit based, democratized, transparent talent framework - Elevate, is designed to establish a tighter linkage between learning, skill development, career, and reward.
The company regularly benchmarks its compensation plans and benefits with the market to ensure competitiveness. Across the enterprise, remuneration is the same for men and women working full-time, in the same grade, in the same role, and at the same location. # Talent Engagement In FY 2024, focus was on value-driven, and positive wellbeing of the employees to increase pride and belongingness. The key initiatives driven for impact were manager sensitization workshops for culture assimilation, joiners' talent integration, career growth and total wellbeing of the employees. With TCS encouraging 100% employees returning to work, various programs are being run to enable higher levels of engagement. Employees were engaged through town halls and project confluences with an emphasis on Living my Values, Build my Career and Lifelong Learning. The company enabled more than 33,000 one-on-one mentoring sessions and over 255,000 one-on-one HR career conversations. # Family Day: The Family Day Fiesta is a well-thought-out endeavor to strengthen bonds, instill pride, and propagate the #OneTCS culture. The event provides an open invitation for family members to step into TCS offices, allowing them to experience the work environment firsthand. It was celebrated across 14 India locations, with over 300,000 people taking part with great enthusiasm. # Other engagement and collaboration platforms in TCS include: - Knome, KnowMax, GEMS: Platforms for social collaboration within the organization, learning, sharing and for rewards and recognition. - Safety First: Initiative focused on employee safety and security. - TCS Cares: Aims to build an emotionally strong and mentally resilient workforce through sensitization, easy access to self-help and counselling. More than 24,000 counselling sessions were availed globally and over 40,000 employees attended TCS Cares webinars globally. - Fit4life: Builds a fraternity of health and fitness conscious employees and creates a culture of fitness. - Health & Wellbeing: 140,000 active users contributed total 50 million+ kms. - Yoga: Over 45,000 employees took part in practicing Yoga. # Management Discussion and Analysis # PULSE Pulse 2023 recorded an enthusiastic participation with more than 82% of employees taking the survey. TCS has achieved a Satisfaction Index of 79.0 and Engagement Index of 80.0. # Purposeful People Policies Key policies introduced in FY 2024 include: - Policy on Flexible Work Arrangements extended the scope of the existing policy to provide necessary support and flexibility to all employees (inclusive of fathers/non-birthing parents) who are primary caregivers of young children, post childbirth or adoption of a child. - Considering TCS has a considerable workforce below 40 years of age, TCS encouraged employees to prioritize their health and fitness, and revised its TCS India Policy - Preventive Health Screening, to extend the scope of the existing policy to employees under the age of 40 years. # Employee Retention TCS' values-driven culture, progressive HR policies, and philosophy of investing in people and empowering them have been integral in creating a culture of belonging. The company's philosophy of grooming leadership from within and giving the first right of refusal to internal talent for new open positions inspires higher levels of loyalty to the organization. This has resulted in a very strong, deeply acculturated mid-layer with long tenures in the company. They have played a pivotal role in integrating new talent and have added significant value through their contributions and contextual knowledge. The company's employee friendly policies and processes, collaborative and inclusive work environment, investment in learning platforms and providing vibrant learning and career growth opportunities have helped it remain a benchmark in talent retention. IT services' attrition trended down throughout the year and was 12.5% for FY 2024. At TCS, three months' notice is required from either side for termination. # Return to Office TCS is built on deep engagement with its diverse and distributed workforce, instilling in them a sense of purpose as well as a sense of belonging and pride. Return to Office (RTO) is a key priority to better integrate new joiners and stay deeply engaged with all its people, thereby fostering 'TCS Culture' and the 'TCS Way'. This is vital for employees to "experience" the workplace ecosystem. RTO has been the key priority to better integrate new joiners and stay deeply engaged with all its employees. TCS has approximately 55% of its employees working from the office on all working days of the week.
# Culture and Diversity TCS is an equal opportunity employer and has a well-defined and progressive Diversity, Equity and Inclusion (DEI) policy embracing all diversity parameters which includes gender, marital status, religion, race/caste, colour, age, ancestry, nationality, language, ethnic origin, socio-economic status, physical appearance, disability, sexual orientation, gender identity and/or expression and any other category protected by applicable law. TCS recognizes that a diverse and inclusive workforce is necessary to drive innovation, foster creativity, and guide business strategies. Other highlights include: - iExcel: TCS' flagship executive leadership development program for women completed 24 editions, benefiting over 1,700 women leaders. - Client engagement: Allies of Diversity is a program where senior leadership from client organizations are invited to share diversity best practices. Engagement with 100 C-Suite leaders and 80 different client organizations has been completed to date. - Education and Sensitization: TCS has mandatory online training designed to sensitize employees on key concepts of DEI. More than 500,000 employees completed this in FY 2024. - Employee Resource Groups: Platforms for under-represented communities and their allies to share concerns, experiences, stories and strategic solutions. TCS has 13 voluntary, employee-led groups that have come together based on shared diversity identity characteristics or interest. - Champions of Equity: This campaign was created to ensure a fair and inclusive culture in the workplace. A Champion of Equity is someone who treats everyone with fairness and transparency and holds a strength-based approach towards every individual, culture, and system. - Supplier Diversity: TCS has a Supplier Diversity Program that identifies certified diverse suppliers that can provide competitive, high-quality goods and services whose business model is aligned with the company's business strategy. # Occupational Health and Safety TCS has a well-defined Occupational Health and Safety (OHS) policy and supporting processes to ensure the safety and well-being of its employees. Safety lead and lag indicators are measured across the organization and reported. The Stakeholders' Relationship Committee in the Board reviews the company's health and safety performance half-yearly. 89.6% of the workforce is represented in joint management-employee health and safety committees that monitor, advise, and drive occupational, health and safety initiatives. TCS is certified to ISO 45001:2018 Occupational Health and Safety Management System standard across 129 of its facilities worldwide covering 84.9% of delivery centers corresponding to 89.6% of people footprint operating from these locations. General safety awareness (fire safety, office safety, road safety etc.) and safety incident reporting awareness was provided to employees through monthly themes and campaign initiatives. The company continued to focus on creating ergonomic awareness including correct postures and workstation stretches for an office-based work environment through the ergonomic campaigns and periodic webinars. There were also several fitness programs, including yoga and meditation practices, mental health and wellbeing which drew employee participation. Integrated Annual Report 2023-24 # Management Discussion and Analysis # Financial Performance Overview File: AR_TCS_2023_2024.md The discussions in this section relate to the consolidated, Rupee-denominated financial results pertaining to the year that ended March 31, 2024. The financial statements of Tata Consultancy Services Limited and its subsidiaries (collectively referred to as 'TCS' or 'the Company') are prepared in accordance with the Indian Accounting Standards (referred to as `Ind AS') prescribed under section 133 of the Companies Act, 2013, read with the Companies (Indian Accounting Standards) Rules, as amended from time to time. Significant accounting policies used in the preparation of the financial statements are disclosed in the notes to the consolidated financial statements. # Overview of the Consolidated Financial Results \| \| \|FY 2024\| \|FY 2024\| \|FY 2023\| \| \|---\|---\|---\|---\|---\|---\|---\|---\| \| \|Amount\|% of Revenue\|% Growth\|Amount\|% of Revenue\|Amount\|% of Revenue\| \|Revenue from operations\|240,893\|100.0\|6.8\|240,893\|100.0\|225,458\|100.0\| \|Earnings before interest and tax (EBIT) (Before other income)\|59,311\|24.6\|9.4\|58,353\|24.2\|54,237\|24.1\| \|Profit after tax attributable to shareholders of the company\|46,585\|19.3\|10.5\|45,908\|19.1\|42,147\|18.7\| \|Earnings per share (in ₹)\|127.74\| \|10.9\|125.88\| \|115.19\| \| # Analysis of Revenue Growth and Margin Performance On a reported basis, TCS' revenue grew 6.8% in FY 2024, compared to 17.6% in the prior year. The company's performance showed a remarkable resilience against the backdrop of macro uncertainty and geo-political volatility. Demand for TCS' services, particularly around cloud adoption, cost optimization, vendor consolidation and operating model transformation, resulted in record deal wins. The newly won deals conversion into revenue continued as expected, but the revenue inflows kept getting neutralized by reduction in the existing revenue base as some of the earlier projects got completed, optimized, or in some cases, downsized. This led to overall muted revenue growth in FY 2024. EBIT margins were 24.6% in FY 2024, compared to 24.1% in the previous year.
Margin improvement was led by improved productivity, better utilization and reduction in subcontractor expenses. # Average Currency Exchange Rates \|Currency\|Weightage (%)\|FY 2024\|FY 2023\|% Change YoY\| \|---\|---\|---\|---\|---\| \|USD\|53.3\|82.83\|80.74\|2.6\| \|GBP\|14.4\|104.07\|96.98\|7.3\| \|EUR\|11.1\|89.80\|84.01\|6.9\| Movements in currency exchange rates through the year resulted in a positive impact of 3.4% on the reported revenue. The constant currency revenue growth for the year, which is the reported revenue growth stripped of the currency impact, was 3.4%. # Growth Attributable To \| \|FY 2024 (%)\|FY 2023 (%)\| \|---\|---\|---\| \|Business growth\|3.4\|13.7\| \|Impact of exchange rate\|3.4\|3.9\| \|Total Growth\|6.8\|17.6\| * Excludes settlement of legal claim # Management Discussion and Analysis # Segmental Performance The revenue break-up by Industry Vertical and Geography is provided below: # Revenue by Industry Vertical # Revenue by Geography \|Others\|8.7%\| \|---\|---\| \|Manufacturing\|9.8%\| \|Life Sciences\|11.1%\| \|Banking, Financial Services and Insurance\|37.7%\| \|Consumer Business\|16.3%\| \|Communication, Media and Technology\|16.4%\| \|Middle East and Africa\|2.1%\| \|---\|---\| \|India\|5.6%\| \|Asia Pacific\|7.8%\| \|Latin America\|2.0%\| \|Continental Europe\|14.9%\| \|North America\|51.1%\| \|United Kingdom\|16.5%\| # Segment revenues, year on year growth, a brief commentary and segment margins are provided below: \|Industry Vertical\|Segment Revenue FY 2024 (FY 2023)\|YoY Growth %\|Key Demand Drivers\|Segment Margin FY 2024 (FY 2023)\| \|---\|---\|---\|---\|---\| \|Banking, Financial Services and Insurance\|90,928 (86,127)\|5.6\|* Customer journey transformation, payment modernization, new products and services creation with simultaneous transformation of core systems, legacy modernization, and systems of engagement. * GenAI / AI for hyper personalization, fraud detection, AI-driven advisory and customer support. * Sustainability and climate change initiatives, green lending, ESG regulatory compliance. * Service Reliability Engineering, implementation of future-ready target operating model.\|25.9 (25.9)\| \|Communication, Media and Technology\|39,391 (37,653)\|4.6\|* 5G and fiber rollout, digital product innovation, smart bundling, network virtualization, product and platform engineering. * Steady adoption of GenAI, autonomous networks, automated content creation, contact center transformation, marketing personalization, field operations productivity, software engineering, ecosystem play. * Product innovation- Digital platform led businesses, Next-gen communication tech (5G and Satellite Communication), AI platforms, faster and efficient chips, cloudification of the engineering environment. * Enabling new business models- Everything-as-a-service (XaaS), Subscription-based services (SaaS), transition to direct channels. * Digital core transformation- Next generation cloud ERPs, PLM, CRM to standardize, simplify and scale business, cloud data engineering and analytics.\|27.7 (28.3)\| Only industry specific drivers are listed. In addition, every industry vertical saw demand for TCS' services arising from IT estate rationalization, core platform simplification, application and data modernization, ERP modernization, cloud adoption and infrastructure modernization, hybrid cloud strategies, hyper automation, cloud enablement, cloud migration, data democratization, data compliance and protection, IT infrastructure modernization, employee experience redesign, digital workplace transformation, cyber security, intelligent automation, business and IT operating model transformation, agile and DevOps adoption, digital marketing and analytics, mergers, acquisitions and divestitures, supply chain transformation, vendor consolidation and cost optimization. Also, there is an increasing interest in Gen AI led value chain transformation. Integrated Annual Report 2023-24 # Management Discussion and Analysis # 77 \|Industry Vertical Segment\|YoY Revenue FY 2024 (FY 2023)\|Revenue Growth %\|Key Demand Drivers7\|Segment Margin FY 2024 (FY 2023)\| \|---\|---\|---\|---\|---\| \|Consumer Business\|39,357 (37,506)\|4.9\|- Marketplace, social commerce, future stores, Retail media networks, payments. - Smart checkout, smart shelves, smart manufacturing, sustainability, AI-enabled pricing. - Resilient and intelligent supply chain, track and trace, last-mile delivery, intelligent inventory management, green labelling. - Seamless and unified customer experience across channels (omni-channel), hyper personalization, CX and recommendations, AI for apparel design. \|26.0 (25.7)\| \|Travel, Transportation and Hospitality\| \| \|- Retailing in airlines, new distribution capability, decision intelligence. - Automation and self-service, touchless experience, digital identity solutions, maintenance drones, autonomous vehicles, and robotics. - Warehouse robotics, intelligent shipment planning, last mile delivery, real-time insights driven operations, AI-enabled pricing, end-to-end shipment visibility in logistics. - Safe and sustainable travel. \| \| \|Life Sciences and Healthcare\|26,745 (24,605)\|8.7\|- Modernization of clinical landscape to accelerate launch of new medicines, repurpose medicines and reduce cost of clinical trials. - Digital twin for manufacturing and factory of the future. - GenAI to empower knowledge synthesis and high precision in contextual information discovery. - S/4 Hana led enterprise transformation. \|28.5 (28.0)\| \|Health Care\| \| \|- AI driven agility in decision making and increasing efficiency across the ecosystem. - Patient experience, new business models in value-based care, remote care, and care in new settings. - Structural changes to address access to care, experience, quality and affordability, transparency and trust, holistic health. \| \| # Integrated Annual Report 2023-24 # Management Discussion and Analysis \|Industry Vertical\|Segment\|YoY Revenue\|Revenue FY 2024 (FY 2023)\|Growth %\|Key Demand Drivers\|Segment Margin FY 2024 (FY 2023)\| \|---\|---\|---\|---\|---\|---\|---\| \|Manufacturing\|Revenue\|23,491\|(21,236)\|10.6\|* Sustainable fuels, sustainable transportation, sustainable materials, circular economy. * Connected Autonomous Vehicles, Advanced Driver Assistance Systems.
* Resilient supply chain, parts track and trace, D2C. * Vertical farming, precision agriculture. * Battery technology, Electric vehicles. * Connected assets and smart plants, factory twin, plant safety and modernization, energy efficiency and decarbonization, emission tracking and monitoring. * GenAI as an enabler across the value chain, specifically in the areas such as sales cycles, product design and development.\|30.9\| \|Others\|20,981\|(18,331)\|14.5\|22.3\| \| \| # Business Outlook Global growth estimated at 3.2 percent in 2023 is projected to continue at the same pace in 2024 and 2025. With disinflation and steady growth, the likelihood of a hard landing seems to have receded, and risks to global growth seem broadly balanced. The uncertainty seen through last year is expected to persist for the next few quarters. Capex investments are projected to remain subdued as enterprises focus on maximizing returns from existing investments, resulting in muted spending on infrastructure, software, and services. Cessation of hostilities and successful control of inflation can be the triggers for recovery which will stimulate global demand. This, in turn, should prompt customers to resume spending on discretionary products and services. Despite challenges, spending on IT services has been resilient so far. Cloud technologies have become the mainstay of an enterprise's agenda and key to achieving sustainable growth. As a unifying digital hub that brings multiple other technologies to life, cloud has accelerated digital and business transformation over the last fiscal. The higher level of uncertainty in the business environment has made clients more receptive to proactive proposals around IT and business operating model transformations that can not only deliver significant efficiencies but also help them become more agile and resilient. All this has resulted in a record order book for FY 2024, at US$42.7 billion. Global IT Spending is expected to increase 8% in 2024, with enterprises emphasizing on organizational efficiency and optimization. Last year saw GenAI seemingly at the heart of every strategic discussion. Fueled by cloud, this combination of AI capabilities is creating new possibilities and new opportunities. Firms will continue to invest heavily in technology to enhance efficiency, security, and customer experience. Rise in spend is expected in cloud computing, ecosystem play and GenAI leading to better resilience and new customer value creation. Cybersecurity will remain a top priority, driving demand for advanced threat detection and prevention solutions. All the above factors provide growth visibility over the medium to long term amid near-term uncertainty. If the delayed decision-making and cash conservation seen in some segments through FY 2024 continues into the next fiscal year, it could lead to a moderation in growth in FY 2025. # Key demand drivers expected to power the company's growth in FY 2025 include: - Technology transformation: IT infrastructure modernization, cloud enablement, application and data estate modernization, cloud migration and transformation; data centre and collocated data support; SaaS adoption; digital workplace; digital twins; cyber security; ERP modernization; low-code no-code; 5G/Edge and AI adoption. - Business Transformation: Customer experience transformation using personalization, omnichannel implementation, immersive experiences using XR/Metaverse; product and business model innovation; supply chain modernization; M&A integration / divestitures; sustainability, new business model enablement, by harnessing GenAI. - Operations: Plain vanilla outsourcing, vendor consolidation and multi-services deals; AI/ML-led transformation of IT/business operations for greater resilience and leaner operating models; managed services models and real-time operation visibility. 8 IMF World Economic Outlook Update, April 2024 9 Gartner # Management Discussion and Analysis # Enterprise Risk Management TCS understands the importance of effectively managing and mitigating risks to protect the company's business, its clients, to add value for all its stakeholders, and ensuring that the company's reputation is intact. The company follows a comprehensive enterprise risk management framework (based on best practices from COSO 2017 and ISO 31000:2018) that encompasses risk identification, risk assessment, risk response planning and actions, risk monitoring and overall risk governance. Fostering a risk aware culture and empowering leaders to take intelligent risks to maximize value are crucial. TCS regularly conducts risk reviews, assessments, and scenario planning to anticipate potential challenges and develop mitigation plans. Key risk indicators and control indicators are used to assess risks, provide early warnings, and consider effectiveness of the mitigation actions, respectively. Furthermore, the company engages with all stakeholders, including customers, employees, suppliers, partners and regulatory authorities, to ensure transparent and collaborative risk management practices. TCS takes a holistic view of its enterprise risk profile, covering strategic, operational, compliance, financial and catastrophic risks, thus enabling informed decision-making.
Risks are assessed and managed at various levels with a top-down and bottom-up approach across the enterprise, business units, geographies, business functions, customer relationships and individual projects. By proactively managing and mitigating these risks, the company's aim is to ensure the long-term sustainability and success of the company. TCS is confident that its robust risk management initiatives, coupled with its commitment to innovation and excellence, will enable the company to navigate the challenges of the IT industry and capitalize on the opportunities that lie ahead. # Key Risks (R) / Opportunity (O) Volatile global political and economic environment (R) Impact On: Human Capital, Financial Capital - Broad-based business mix, well diversified across geographies and industry verticals. - Monitor changing geopolitical scenarios and strengthen internal controls to further safeguard against secondary risks. - Country-level business continuity plans in place to address potential conflicts in the region. - Offerings and value propositions targeting all CxOs (in addition to the CIO) in the customer organization. - Focus on cost and optimization propositions, including vendor consolidation initiatives in the near term to improve their business efficiency, when the customer's discretionary budgets are uncertain. - Participate in the customer's business transformation initiatives through breadth and depth of services and offerings. - Enter more long-term contracts. - Proactively invest in infrastructure and resourcing to meet anticipated customer demand for flexible products, AI/GenAI offerings, platforms-based solutions and subscription-based services to gain market share and new clients and markets. Negative financial implications of the risk or opportunity 10 GRI 3-3 11 GRI 201-2 Integrated Annual Report 2023-24 # Management Discussion and Analysis # Key Risks (R) / Opportunity (O) # Ability to attract and retain top talent; short supply of emerging technical skills (R) Impact On: Human Capital, Intellectual Capital - The company's ability to attract, develop, motivate, and retain talent is critical to its business success. - Inability to scale up experienced professionals with niche digital/AI/GenAI skills from the market or lack of these skills in-house, can also impact TCS' ability to grow. - Talent scarcity can lead to poaching of the company's employees and result in higher attrition. This can disrupt ongoing projects, slow down planned ramp ups and affect revenue growth. # Restrictions on global mobility, location strategies (R) Impact On: Human Capital, Intellectual Capital - Distributed software development models require the free movement of people across countries and any restrictions in key markets pose a threat to the global mobility of skilled professionals. - Restrictions due to legislations which limit the availability of work visas, or which apply onerous eligibility criteria or costs, may lead to project delays and increased cost of doing business. # Business model changes in customer environment (R & O) Impact On: Financial Capital, Intellectual Capital Risk: - Rapidly evolving technologies are changing technology consumption patterns, creating new classes of buyers within the enterprise, giving rise to entirely new business models and therefore new kinds of competitors. # In case of risk or opportunity, approach to adapt or mitigate Financial implications of the risk or opportunity - Commitment to organic talent development, best in class learning and development, career growth linkage to cross-skilling / upskilling, preference to internal talent for new leadership positions, all incentivize and improved retention. - Massive re-skilling program #IamGenAIReady to train employees on AI/GenAI and other emerging technologies to be ready for deployment in customer projects. - Focused employee engagement program which includes bringing all employees 'Back to Office', to increase a sense of belonging and foster the TCS culture. - Leverage top employer brand and social networking sites and talent sourcing channels to tap into the passive pool. - Reduce talent acquisition cycle time to improve joining rates through innovative practices. - Engage in various markets through investments in STEM/GoIT programs, campus engagements, local hiring and building reputation to attract local talent. - Material reduction in dependency on work visas through increased hiring of local talent including freshers, use of contractors, local mobility and training in all major markets. - Use of Location Independent Agile to promote systematic collaboration and reduce the need for co-location. - Ongoing monitoring of the global environment, working with advisors, partners, trade bodies, research institutes and governments to promote local talent building efforts, specifically in STEM initiatives. - Greater brand visibility through event sponsorships, community outreach, showcasing of investments, innovation capabilities and employment generation.
- Investments in innovation and differentiated capabilities at scale on emerging technologies through large scale reskilling, external hiring, R&I, solution development and IP asset creation leveraging deep contextual knowledge across customer specific domain, technologies, and processes. Integrated Annual Report 2023-24 # Management Discussion and Analysis # Key Risks (R) / Opportunity (O) \|Impact on the Company\|In case of risk or opportunity, approach to adapt or mitigate\|Financial implications of the risk or opportunity\| \|---\|---\|---\| \|* High levels of economic uncertainty can result in clients recalibrating their IT programs and pulling back discretionary spend.\|* Dedicated service unit AI.Cloud set up bringing both cloud and AI capabilities together to drive transformations for the customer under a 'Responsible AI' framework providing solutions on leading hyperscaler platforms.\| \| \|* Increased focus on corporate restructuring and mergers and acquisitions in some industries is driving vendor consolidation and cost reduction pressures.\|* Constantly scouring the technology landscape using strong partnerships with clients, technology providers, academia, and start-ups, to spot new trends, technologies, and potential threats; invest early in building capabilities to mitigate risks and participate in the opportunities.\| \| \|* Inability to quickly adapt could affect company's competitiveness and result in loss of customer's wallet share.\| \| \| \|Opportunity:\|* Innovative offerings like operating model transformations using TCS Cognix™ to help deliver significant cost savings quickly.\| \| \|* Increased focus on corporate restructuring and mergers and acquisitions in some industries is creating new opportunities for IT separations and integrations.\|* Decentralized decision-making, which empowers frontline managers to take decisions, enable the company to react to constantly evolving situations on the ground with agility and speed.\| \| \|* Interest in technology-enabled business model innovation has opened opportunities for the company to participate in clients' G&T spending.\|* Differentiated solutions for organization divestiture and integration, catering to M&A induced demand for advisory and business consolidation related services.\| \| \|* Pressure to establish competitive differentiation is driving enterprises to look for partners to speed up and scale up their innovation efforts.\|* Large portfolio of IP made available on hyperscaler clouds to accelerate clients' cloud transformation journeys.\| \| \|* This is also driving greater interest in pre-built solutions, products and platforms that can accelerate the deployment of transformational solutions.\|* Pace Port co-innovation hubs, Agile innovation cloud framework, and extended innovation ecosystem including partners and start-ups to help clients accelerate their product and business model innovation.\| \| \|* Bringing Life to Things™ framework to help clients create connected products, launch remote monitoring and maintenance services.\| \| \| \|* Focused investments to expand presence in clients' growth and transformation spending, including programs like Contextual Masters to build industry focused organizational capacity.\| \| \| \|* Platform-based business models and AI-based operating models to disrupt conventional labor arbitrage-based constructs, and gain market share.\| \| \| Integrated Annual Report 2023-24 # 82 Management Discussion and Analysis # Key Risks (R) / Opportunity (O) # Currency volatility Impact On: Financial Capital (R) * Volatility in currency exchange movements results in transaction and translation exposure. TCS' functional currency is the Indian Rupee. Appreciation / depreciation of the Rupee against any major currency could impact the reported revenue in Rupee terms, the profitability and result in collection losses / gains. It can optically mislead revenues and earnings, distorting stakeholder perceptions of the underlying business momentum and profitability. # Breach of data protection laws (R & O) Risk: - * Focus on privacy and protection of personal data has increased compliance risk. - * Many privacy legislations (GDPR12 in Europe & UKI, DPDPA13 - India, etc.) carry severe consequences for non-compliance or breach. - * Increased adoption of AI models dealing with personal data requires enhanced safeguards. - * Violation of data protection laws or security breaches can result in substantive liabilities, fines or penalties and reputational impact. # In case of risk or opportunity, approach to adapt or mitigate Financial implications of the risk or opportunity - * Currency hedging policy that is aligned with market best practices, to limit impact of short-term exchange volatility on receivables, forecasted revenue and other current assets and liabilities. - * Hedging strategies guided and monitored periodically by the Risk Management Committee of the Board. - * Management commentary based on constant currency to enable a currency-neutral understanding of business growth. - * Global privacy policy covering all geographies, all areas of operations, and stakeholders, sets out the privacy principles, operational framework and guidance for deployment. - * Unified global privacy framework PrivACE adopted across the company to standardize privacy practices while catering to local requirements.
Privacy Information Management Systems (ISO 27701:2019) adopted and certified. - * Organization structure with the Global Privacy Office to strategize, monitor and guide deployment of data privacy framework. Data Protection Officers appointed as required by local regulations and Business Privacy Leaders appointed to deploy the privacy framework in all geographies, functions and business units. - * Continuous monitoring and analysis of changes to regulatory and legal landscape. * Embedded 'privacy by design' and 'privacy by default' principles in design and development of services and products. * Data protection controls, industry standard data masking and encryption technologies, and robust risk response mechanisms to protect personal data in the TCS ecosystem, customer engagements and in case of cross-border transfers. * Vendors and third parties subjected to risk based due diligence and contracted with appropriate privacy obligations. 12 General Data Protection Regulation 13 Digital Personal Data Protection Act Integrated Annual Report 2023-24 # Management Discussion and Analysis # Key Risks (R) / Opportunity (O) \|Impact on the Company\|In case of risk or opportunity, approach to adapt or mitigate\|Financial implications of the risk or opportunity\| \|---\|---\|---\| \|Opportunity:\|* Mandatory trainings, workshops and continuous awareness campaigns through privacy day events. * Periodic reviews and internal and external audits for assurance. * TCS' data security solutions leverage advanced data protection techniques to meet diverse global regulatory requirements and elevate data privacy for customer's business.\|Positive\| \|Cyber Attacks\|Risk: * Risks of cyber-attacks are on the rise due to the fast-evolving nature of the threat. There is also an increased risk due to various pandemic-themed cyber threats and attack due to geo-political drivers. * Security breach could result in reputational damage, penalties, and legal and financial liabilities, in addition to impact on business operations.\|Negative\| \| \|* Best in class enterprise-wide training and awareness programs using simulations and the enterprise-wide communication and collaboration platforms accessed through mobile or desktop channels. * Use of advanced AI/ML based tools to detect and prevent incursions with advanced quarantine capabilities, including perimeter security controls with enhanced internal vulnerability detection, data leak prevention tools, defined and tested incident management and recovery process in compliance with industry best practices. * Continued reinforcement of stringent security policies and procedures (certified against ISO 27001) including enhanced security measures and awareness building to combat phishing attempts and soliciting for fraudulent causes or charities through social media, text or calls. * Close collaboration with Computer Emergency Response Team (CERT) and other private cyber intelligence agencies, and enhanced awareness of emerging cyber threats, to proactively block IPs used by threat actors. * Strict access controls including non-persistent passwords (OTP) for secure access to enterprise applications/network, special handling of privileged administrator accounts, rigorous access management on all cloud deployments. * Encryption of data, data back-up and recovery mechanisms for ensuring business continuity. * Ability to isolate TCS enterprise network from client network and defined escalation mechanisms. * Periodic rigorous testing to validate effectiveness of controls through vulnerability assessment and penetration testing. Internal and external audits, red/purple teaming, "breach and attack" simulation.\| \| Integrated Annual Report 2023-24 # Management Discussion and Analysis # Key Risks (R) / Opportunity (O) # Opportunity: * Enterprises are increasing their investments in building cyber resilience and turning to specialized third parties to detect and foil intrusion attempts and limit the impact. TCS aims to become the preferred cyber security partner to its clients. # Non-compliance to complex and changing global regulations (R & O) # Impact On: Financial Capital, Social Capital # Risk: * As a global organization, the company must comply with complex regulatory requirements across multiple jurisdictions, covering a broad range of areas including environmental, social and governance themes and technology driven regulations. * The fast pace and complex nature of changes in the regulatory requirements requires quick identification and sound understanding of these requirements along with agility in adapting into business operations. Failure to comply could result in penalties, reputational damage, and criminal prosecution. # Opportunity: * Enterprises are increasing their investments in monitoring the regulatory environment and ensuring they are compliant to regulations in their global operations; TCS can provide products and services for ensuing compliance. # In case of risk or opportunity, approach to adapt or mitigate # Financial implications of the risk or opportunity - State of the art security operations center with automated playbooks. - The Cyber Security business unit focuses on specialized offerings in cyber, information security and GRC for TCS' customers.
Positive - Investments in expanding global network of cybersecurity delivery centers, for round-the-clock cyber defense and local regulatory requirements. - Leveraging GenAI/AI to strengthen capabilities towards proactive threat detection, quicker analysis and response. File: AR_TCS_2023_2024.md - Deployment of a comprehensive global compliance management framework that enables tracking of regulatory changes across various jurisdictions, including new countries of operations and functional areas and management of compliance risks. - In-house digitized regulatory compliance platform enabling clear accountability, tracking of compliance obligations, quarterly regulatory compliance declarations and governance to ensure long-term business sustainability. - Operationalized regulatory requirements through business policies and embedding into business processes. - Effective internal controls, automated and manual, to comply with regulations, keep a check on unlawful and fraudulent activities and internal audits to provide compliance assurance. - Strong focus on fostering ethical and compliance culture; awareness through web-based compliance training courses for all staff and regular notifications/alerts on regulatory changes communicated to stakeholders. Positive - Strong governance at board, executive and management levels through compliance committees and compliance working groups. - Launch of new Governance, Risk and Compliance (GRC) offerings for the customer CROs and CCOs. - Building Risk and Compliance practice within industry verticals, to provide industry specific solutions. Integrated Annual Report 2023-24 # Management Discussion and Analysis # Key Risks (R) / Opportunity (O) # Intellectual Property (IP) infringement and leakage (R) Impact On: Financial Capital, Intellectual Capital - Risk of infringement of IP of third parties including suppliers, partners and alliance organizations by TCS may lead to potential liabilities, increased litigation and impact reputation. - Inadequate protection of TCS' IP may lead to potential loss of ownership rights, revenue and value. # Litigation risks (R) Impact On: Financial Capital, Social Capital - Litigation risks might arise from commercial disputes, alleged violation of intellectual property rights/trade secret personal data/information breach incidents/claims and employment related matters. - The company's rising profile and scale also makes it an attractive target for meritless lawsuits. - Litigations garner negative media attention and pose reputation risk, in addition to the distraction and legal expenses. Adverse rulings can result in substantive damages. # In case of risk or opportunity, approach to adapt or mitigate Financial implications of the risk or opportunity - Establishment of an industry leading IP management framework (IP 4.0) with institutionalized frameworks, processes and procedures that address the risk of infringement of third-party IP while ensuring safeguarding of TCS' own IP assets. - Centralized IP and Software Product NFR Assessment group that fosters an IP-led culture and IP related awareness effectively. - Well-defined (software) asset lifecycle governance framework that incorporates policy guidance and risk mitigation guidelines on IP, legal, software product engineering and business-related risks. - IP Governance program that ensures that there is right access and right use of TCS IP, customer IP, partner IP, and third-party IP in service and partner engagements. - Other key controls include employee confidentiality agreement, training and awareness for IP protection and prevention of IP contamination and infringement. Digitized system to enable strict controls around movement of people and information across TCS' product teams and customer account teams. - Strengthening internal processes and controls to adequately ensure compliance with contractual obligations, information security and compliance with IP policies and procedures for protection of intellectual property and avoidance of allegations of trade secret violations. - Seeking to include arbitration as a dispute resolution mechanism as against court trials and waiver of jury trial, particularly in the US geography. - Improved governance and controls over immigration process/increasing localization and inclusion of arbitration provisions in employment contracts. - Training and sensitization of business managers to spot the risks and escalate potential disputes within the organization for early mitigation steps. - Team of in-house counsels in all major geographies and a network of reputed global law firms in countries it operates in. - Robust mechanism to track and respond to notices as well as defend the company's position in all claims and litigation. # Management Discussion and Analysis # Key Risks (R) / Opportunity (O) # Sustainability Risks \|Impact On:\|Natural Capital, Financial Capital, Social Capital\| \|---\|---\| \|Risk:\|- Extreme weather events due to climate change pose a threat to human safety and can cause disruptions especially in customer expectations, business operations and supply chain business disruptions.
- With globally distributed operations, the company faces physical risks to life and property due to extreme weather events; transition risks resulting from disruptions in the market and emerging regulations; disruptions to operations due to water scarcity; risks of inadvertent non-compliance to emerging regulatory requirements around circular economy, e-waste and solid waste regulations, impacting health and safety in local communities, business disruption and reputational damage. All of these could affect TCS' growth, profitability and reputation. \| \|Opportunity:\|- As enterprises look to reduce their own carbon footprint and cater to the growing demand for more environmentally friendly products and services, it opens new business opportunities for TCS to provide technology-led solutions to help them realize their green plans. - Measures taken by TCS to reduce its environmental footprint and ensuing compliance with evolving regulatory requirements, strengthens the brand and makes it attractive to enterprises looking for an IT partner with a shared purpose. It also helps attract and retain purpose-driven employees. \| # In case of risk or opportunity, approach to adapt or mitigate \|Financial implications of the risk or opportunity\| \| \|---\|---\| \|Negative\|- Delivery centers are designed to withstand extreme weather events. Business continuity plans are tested periodically to ensure effectiveness. - Green buildings, efficient operations, green IT, greater use of renewable energy to reduce carbon footprint; adoption of newer technologies and methods to manage waste in line with circular economy principles. - Operational and engineering controls to minimize freshwater consumption, upgradation of water infrastructure and more water efficient systems. - Water management through sewage treatment, recycling of treated water and rainwater harvesting. - Supply chain sustainability through responsible sourcing, including leveraging sustainability ratings platform. - Year-round associate engagement on environmental awareness and sensitizing them towards nature and conservation of resources. \| \|Positive\|- Initiatives like TCS Circle4Llife™ and Sustainathons to come up with technology-led innovations to safeguard TCS' environment. - An environmentally sustainable approach through green policies, processes, frameworks, and infrastructure, on target to achieve net zero carbon emissions. - Dedicated service unit for major hyperscaler providers, helping clients migrate their workloads from owned data centers to the cloud, thereby reducing the carbon footprint associated with those workloads. - Steadily expanding suite of sustainability services including designing sustainability strategy, sustainability innovation, sustainable consumer analytics and sustainability dashboards. - Build and promote TCS products and solutions such as TCS Clever Energy™, Envirozone™ and ESG integration solution, to help accelerate customers' sustainability journeys. \| Integrated Annual Report 2023-24 # Management Discussion and Analysis # Key Risks (R) / Opportunity (O) \|Challenges and Opportunities with Disruptive Technologies\|Impact On:\|Financial implications of the risk or opportunity\| \|---\|---\|---\| \|Risk:\|Human Capital, Financial Capital, Social Capital, Intellectual Capital\|Negative\| \|Disruptive cutting-edge technologies like Quantum Computing, GenAI and large language models, and Metaverse could impact TCS' business:\|Disruptive cutting-edge technologies like Quantum Computing, GenAI and large language models, and Metaverse could impact TCS' business:\|Disruptive cutting-edge technologies like Quantum Computing, GenAI and large language models, and Metaverse could impact TCS' business:\| \|* GenAI, large language models and Metaverse could lead to legal liabilities through plagiarism, deep fakes and privacy and copyright infringement issues.\|* GenAI, large language models and Metaverse could lead to legal liabilities through plagiarism, deep fakes and privacy and copyright infringement issues.\|* GenAI, large language models and Metaverse could lead to legal liabilities through plagiarism, deep fakes and privacy and copyright infringement issues.\| \|* The efficacy of AI models depends on the quality of the data they are trained on. Accuracy, bias/fairness risks could cause reputational damage and legal liabilities.\|* The efficacy of AI models depends on the quality of the data they are trained on. Accuracy, bias/fairness risks could cause reputational damage and legal liabilities.\|* The efficacy of AI models depends on the quality of the data they are trained on.
Accuracy, bias/fairness risks could cause reputational damage and legal liabilities.\| \|* GenAI technologies could disrupt software development and testing activities, changing customer expectations in the short term.\|* GenAI technologies could disrupt software development and testing activities, changing customer expectations in the short term.\|* GenAI technologies could disrupt software development and testing activities, changing customer expectations in the short term.\| \|* Quantum Computing may increase exposure to cyberattacks because existing security infrastructure may prove inadequate.\|* Quantum Computing may increase exposure to cyberattacks because existing security infrastructure may prove inadequate.\|* Quantum Computing may increase exposure to cyberattacks because existing security infrastructure may prove inadequate.\| \|Opportunity:\|Positive\|Positive\| \|* These technologies also have the potential to reimagine existing products and services and can also open opportunities in the form of new solutions using those technologies, and new services needing newer kinds of skills.\|* These technologies also have the potential to reimagine existing products and services and can also open opportunities in the form of new solutions using those technologies, and new services needing newer kinds of skills.\|* These technologies also have the potential to reimagine existing products and services and can also open opportunities in the form of new solutions using those technologies, and new services needing newer kinds of skills.\| \|* Leverage opportunities to market TCS' own GenAI tools and services as overall adoption of the technology increases, focusing on 'Assist, Augment and Transform' use-cases.\|* Leverage opportunities to market TCS' own GenAI tools and services as overall adoption of the technology increases, focusing on 'Assist, Augment and Transform' use-cases.\|* Leverage opportunities to market TCS' own GenAI tools and services as overall adoption of the technology increases, focusing on 'Assist, Augment and Transform' use-cases.\| \|* Establish the company as a thought leader in GenAI related technology work and actively participate in use case creation and pilots. Establish active partnerships with leading LLM vendors.\|* Establish the company as a thought leader in GenAI related technology work and actively participate in use case creation and pilots. Establish active partnerships with leading LLM vendors.\|* Establish the company as a thought leader in GenAI related technology work and actively participate in use case creation and pilots. Establish active partnerships with leading LLM vendors.\| \|* Develop niche skills to tap demand created for Post Quantum Cryptography services as customers seek Quantum safe security algorithms.\|* Develop niche skills to tap demand created for Post Quantum Cryptography services as customers seek Quantum safe security algorithms.\|* Develop niche skills to tap demand created for Post Quantum Cryptography services as customers seek Quantum safe security algorithms.\| Integrated Annual Report 2023-24 # 88 Management Discussion and Analysis # Internal Financial Control Systems and their Adequacy TCS has aligned its systems of internal financial control in line with globally accepted risk-based framework issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. This framework of internal financial controls meets the requirement of the Companies Act 2013. The Internal Control - Integrated Framework (the 2013 framework) is intended to increase transparency and accountability in an organization's process of designing and implementing a system of internal control. The framework requires a company to identify and analyze risks and manage appropriate responses. The company has successfully laid down the framework and ensured its effectiveness. TCS' internal controls are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance with corporate policies. TCS has a well-defined delegation of power with authority limits commensurate with the responsibilities for approving engagements with all stakeholders that commits organizational resources and results in creation of assets and liabilities, income and expenditure. TCS uses a state-of-the-art enterprise resource planning (ERP) system that connects all parts of the organization, to record data for accounting, consolidation and management information purposes. It has continued its efforts to align all its processes and controls with global best practices. TCS management assessed the effectiveness of the company's internal control over financial reporting (as defined in Regulation 17 of SEBI LODR Regulations 2015) as of March 31, 2024. B S R & Co. LLP, the statutory auditors of TCS, have audited the financial statements included in this annual report and have issued an attestation report on the company's internal control over financial reporting (as defined in section 143 of Companies Act 2013).
TCS has appointed PricewaterhouseCoopers Services LLP to oversee and carry out an internal audit of its activities. Design and operating effectiveness of process controls on financial transactions is also audited by an independent in-house internal audit team. The audit is based on an internal audit plan, which is reviewed each year in consultation with the statutory auditors and approved by the audit committee. In line with international practice, the conduct of internal audit is oriented towards the review of internal controls and risks in the company's operations such as software delivery, accounting and finance, procurement, employee engagement, travel, insurance, IT processes, including the subsidiaries and foreign branches. TCS also undergoes periodic audit by specialized third party consultants and professionals for business specific compliances such as quality management, service management, information security, etc. The audit committee reviews reports submitted by the management and audit reports submitted by internal auditors and statutory auditors. Suggestions for improvement are considered and the audit committee follows up on corrective action. The audit committee also meets TCS' statutory auditors to ascertain, inter alia, their views on the adequacy of internal control systems and keeps the board of directors informed of its major observations periodically. Based on its evaluation (as defined in section 177 of Companies Act 2013 and Regulation 18 of SEBI LODR Regulations 2015), TCS' audit committee has concluded that, as of March 31, 2024, the company's internal financial controls were adequate and operating effectively. Integrated Annual Report 2023-24 # Management Discussion and Analysis # Performance Trend - 10 years \|(` Crore)\|Ind AS\|FY 2024\|FY 2024\|FY 2023\|FY 2022\|FY 2021\|FY 2021\|FY 2020\|FY 2019\|FY 2018\|FY 2017\|FY 2016\|FY 2015#\|FY 2015\| \|---\|---\|---\|---\|---\|---\|---\|---\|---\|---\|---\|---\|---\|---\|---\| \|Revenue from operations\|Total revenue from operations\|240,893\|240,893\|225,458\|191,754\|164,177\|164,177\|156,949\|146,463\|123,104\|117,966\|108,646\|94,648\|94,648\| \|Revenue by geographic segments\|Americas\|127,939\|127,939\|124,336\|100,072\|84,278\|84,278\|82,000\|77,562\|66,145\|66,091\|60,011\|51,053\|51,053\| \| \|Europe\|75,624\|75,624\|67,436\|61,142\|52,346\|52,346\|48,037\|43,456\|34,155\|30,038\|29,092\|26,730\|26,730\| \| \|India\|13,562\|13,562\|11,271\|9,805\|8,449\|8,449\|8,964\|8,393\|7,921\|7,415\|6,729\|6,108\|6,108\| \| \|Others\|23,768\|23,768\|22,415\|20,735\|19,104\|19,104\|17,948\|17,052\|14,883\|14,422\|12,814\|10,757\|10,757\| \|Cost\|Employee cost\|140,131\|140,131\|127,522\|107,554\|91,814\|91,814\|85,952\|78,246\|66,396\|61,621\|55,348\|48,296\|50,924\| \| \|Other operating cost\|36,466\|37,424\|38,677\|31,143\|25,817\|27,035\|28,888\|28,711\|24,192\|24,034\|22,621\|19,242\|19,242\| \| \|Total cost (excluding interest & depreciation)\|176,597\|177,555\|166,199\|138,697\|117,631\|118,849\|114,840\|106,957\|90,588\|85,655\|77,969\|67,538\|70,166\| \|Profitability\|EBIT\|59,311\|58,353\|54,237\|48,453\|42,481\|41,263\|38,580\|37,450\|30,502\|30,324\|28,789\|25,311\|22,683\| \| \|Profit before tax\|63,038\|61,997\|56,907\|51,687\|44,978\|43,760\|42,248\|41,563\|34,092\|34,513\|31,840\|28,437\|25,809\| \| \|Profit after tax attributable to shareholders of the Company\|46,585\|45,908\|42,147\|38,327\|33,388\|32,430\|32,340\|31,472\|25,826\|26,289\|24,270\|21,912\|19,852\| \|Financial Position\|Equity share capital\|362\|362\|366\|366\|370\|370\|375\|375\|191\|197\|197\|196\|196\| \| \|Reserves and surplus\|90,805\|90,127\|90,058\|88,773\|87,014\|86,063\|83,751\|89,071\|84,937\|86,017\|70,875\|52,499\|50,439\| \| \|Gross block of property, plant and equipment\|33,853\|33,853\|32,344\|30,300\|28,658\|28,658\|26,444\|24,522\|22,720\|20,891\|19,308\|16,624\|16,624\| \| \|Total investments\|31,762\|31,762\|37,163\|30,485\|29,373\|29,373\|26,356\|29,330\|36,008\|41,980\|22,822\|1,662\|1,662\| \| \|Net current assets\|67,558\|66,880\|66,712\|65,959\|66,076\|65,125\|63,177\|70,047\|63,396\|65,804\|47,644\|30,726\|28,495\| \|Earnings per share in `\|EPS- as reported\|127.74\|125.88\|115.19\|103.62\|89.27\|86.71\|86.19\|83.05\|134.19\|133.41\|123.18\|111.87\|101.35\| \| \|EPS- adjusted for Bonus Issue\|127.74\|125.88\|115.19\|103.62\|89.27\|86.71\|86.19\|83.05\|67.10\|66.71\|61.59\|55.94\|50.68\| \|Headcount (number)\|Headcount (including subsidiaries) as on March 31st\|601,546\|601,546\|614,795\|592,195\|488,649\|488,649\|448,464\|424,285\|394,998\|387,223\|353,843\|319,656\|319,656\| Note: The company transitioned into Ind AS from April 1, 2015. Excludes provision (in FY 2021) and settlement (in FY 2024) of legal claim. # Excludes the impact of one-time employee reward. # Overview of Funds Invested \|(` Crore)\|FY 2024\| \|FY 2023\|FY 2024\|FY 2023\|FY 2024\|FY 2023\| \| \| \| \| \| \| \|---\|---\|---\|---\|---\|---\|---\|---\|---\|---\|---\|---\|---\|---\| \|Current\|Investments in mutual funds, Government securities and others\| \| \|31,481\| \|36,897\|249\| \|230\| \|31,730\| \|37,127\| \| \|Deposits with banks\| \| \|10,011\| \|8,223\|2,248\| \|1,334\| \|12,259\| \|9,557\| \| \|Inter-corporate deposits\| \| \|170\| \|846\|-\|170\|170\| \| \| \|1,016\| \| \|Cash and bank balances\| \| \|2,804\| \|2,124\| \|-\|-\|2,804\|2,124\| \| \| \|Total\| \| \| \|44,466\|48,090\| \|2,497\| \|1,734\| \|46,963\| \|49,824\| Total invested funds include ₹2,576 crore and ₹2,080 crore for FY 2024 and FY 2023, respectively, pertaining to trusts and TCS Foundation held for specified purposes. # Management Discussion and Analysis # Ratio Analysis - 10 years \|Units\|Ind AS FY 2024\|Indian GAAP FY 2024\| \|FY 2023\|FY 2022\|FY 2021*\|FY 2021\|FY 2020\|FY 2019\|FY 2018\|FY 2017\|FY 2016\|FY 2015#\|FY 2015\| \|---\|---\|---\|---\|---\|---\|---\|---\|---\|---\|---\|---\|---\|---\|---\| \|Ratios - Financial Performance\| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \|Employee Cost / Total Revenue\|%\|58.2\|58.2\|56.6\|56.1\|55.9\|55.9\|54.8\|53.4\|53.9\|52.2\|50.9\|51.0\|53.8\| \|Other Operating Cost / Total Revenue\|%\|15.1\|15.5\|17.1\|16.2\|15.7\|16.5\|18.4\|19.6\|19.7\|20.4\|20.9\| \|20.3\| \|Total cost (excluding interest & depreciation) / Total Revenue\|%\|73.3\|73.7\|73.7\|72.3\|71.6\|72.4\|73.2\|73.0\|73.6\|72.6\|71.8\|71.4\|74.1\| \|EBIT / Total Revenue\|%\|24.6\|24.2\|24.1\|25.3\|25.9\|25.1\|24.6\|25.6\|24.8\|25.7\|26.5\|26.7\|24.0\| \|Profit Before Tax / Total Revenue\|%\|26.2\|25.7\|25.2\|27.0\|27.4\|26.7\|26.9\|28.4\|27.7\|29.3\|29.3\|30.0\|27.3\| \|Tax / Total Revenue\|%\|6.8\|6.6\|6.5\|6.9\|7.0\|6.8\|6.2\|6.8\|6.7\|6.9\| \|7.2\|6.6\| \|Effective Tax Rate- Tax / PBT\|%\|25.8\|25.6\|25.7\|25.6\|25.5\|25.6\|23.2\|24.1\|24.1\|23.6\|23.6\|23.5\|23.7\| \|Profit After Tax / Total Revenue\|%\|19.3\|19.1\|18.7\|20.0\|20.3\|19.8\|20.6\|21.5\|21.0\|22.3\|22.3\|23.2\|21.0\| \|Ratios - Growth\| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \|Total Revenue\|%\|6.8\|6.8\|17.6\|16.8\|4.6\|4.6\|7.2\|19.0\|4.4\|8.6\|14.8\|15.7\|15.7\| \|EBIT\|%\|9.4\|7.6\|11.9\|14.1\|10.1\|7.0\|3.0\|22.8\|0.6\|5.3\|13.7\|6.3\|(4.7)\| \|Profit After Tax\|%\|10.5\|8.9\|10.0\|14.8\|3.2\|0.3\|2.8\|21.9\|(1.8)\|8.3\|22.3\|14.3\|3.6\| \|Ratios - Balance Sheet\| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \|Debt (excluding lease liabilities)- Equity Ratio\|Times\|-\|-\|-\|-\|-\|-\|-\| \|0.0\|0.0\|0.0\|0.0\|0.0\| \|Current Ratio\|Times\|2.5\|2.5\|2.5\|2.6\|3.0\|2.9\|3.3\|4.2\|4.6\|5.5\|4.1\|3.9\|2.4\| \|Days Sales Outstanding (DSO) in ` terms\|Days\|68\|68\|67\|65\|67\|67\|71\|68\|74\|70\|81\|79\|79\| \|Days Sales Outstanding (DSO) in US$ terms\|Days\|67\|67\|65\|64\|68\|68\|67\|69\|74\|73\|80\|78\|78\| \|Invested Funds / Capital Employed\|%\|47.7\|47.3\|50.4\|57.4\|52.6\|53.1\|47.7\|55.2\|55.6\|55.8\|45.8\|42.3\|43.9\| \|Capital Expenditure / Total Revenue\|%\|1.1\|1.1\|1.4\|1.5\|1.9\|1.9\|2.0\|1.5\|1.5\|1.7\|1.8\|3.1\|3.1\| \|Operating Cash Flows / Total Revenue\|%\|18.7\|18.4\|18.6\|20.8\|23.6\|23.6\|20.6\|19.5\|20.4\|21.4\|17.6\|20.5\|20.5\| \|Free Cash Flow / Operating Cash Flow Ratio\|%\|94.1\|94.0\|92.7\|92.6\|91.9\|91.9\|90.5\|92.5\|92.8\|92.3\|89.7\|84.8\|84.8\| \|Depreciation of Property, Plant and Equipment / Average Gross Block of Property, Plant and Equipment\|%\|8.4\|8.4\|9.2\|9.1\|8.7\|8.7\|8.6\|8.5\|9.1\|9.5\|10.0\|11.7\|11.7\| \|Ratios - Per Share\| \| \| \| \| \| \| \| \| \| \| \| \| \| \| \|EPS- adjusted for Bonus\|`\|127.74\|125.88\|115.19\|103.62\|89.27\|86.71\|86.19\|83.05\|67.10\|66.71\|61.59\|55.94\|50.68\| \|Price Earnings Ratio, end of year\|Times\|30.3\|30.8\|27.8\|36.1\|35.6\|36.6\|21.2\|24.1\|21.2\|18.2\|20.4\|22.8\|25.1\| \|Dividend Per Share\|`\|73.00\|73.00\|115.00\|43.00\|38.00\|38.00\|73.00\|30.00\|50.00\|47.00\|43.50\|79.00\|79.00\| \|Dividend Per Share- adjusted for Bonus\|`\|73.00\|73.00\|115.00\|43.00\|38.00\|38.00\|73.00\|30.00\|25.00\|23.50\|21.75\|39.50\|39.50\| \|Market Capitalization / Total Revenue\|Times\|5.8\|5.8\|5.2\|7.1\|7.2\|7.2\|4.4\|5.1\|4.4\|4.1\|4.6\|5.3\|5.3\| Note: The company transitioned into Ind AS from April 1, 2015.
Excludes provision (in FY 2021) and settlement (in FY 2024) of legal claim. # Excludes the impact of one-time employee reward. Integrated Annual Report 2023-24 # Awards and Accolades Featured by FORTUNE Magazine as one of the World's Most Admired Companies based on a survey of more than 3,700 business executives, boards of directors and financial analysts. * Ranked second in the 2024 Global 500 IT services ranking by Brand Finance with a brand value of US$19.2 billion, improved brand value by US$2 billion in one year, the highest value growth across the global IT Services Industry. * Ranked first in Customer Satisfaction in Europe & UK by Whitelane Research based on research of over 800 IT companies in UK alone, ranked first in Spain for Customer Satisfaction in Service Delivery. * Recognized as the most valuable Indian brand by Interbrand, topping the 50 Most Valuable Indian Brands 2023 list. * Ranked among America's Best Management Consulting Firm in 2024 by Forbes Magazine, based on recommendations from 1,100 partners and executives at management consulting firms. * Awarded Global Top Employer 2024, one of the 16 companies worldwide, by the Top Employers Institute in 32 countries and regions, including Europe, the UK, the Middle East, North America, Latin America, and South-East Asia. * Won five awards at Microsoft's 2023 Partner of the Year Awards event. In the global category, TCS won the MVP Industry Solutions Global Systems Integrator (GSI) award. TCS also won three US Partner of the Year awards in the categories Global Systems Integrator, Industrials and Manufacturing, and Dynamics 365 Sales and Marketing. Additionally, TCS was named the Malaysia Customer Success Partner of the Year. * Received the Global award Innovator Partner of the Year at Dell Tech World 2023, Las Vegas. * Won three Google Cloud Partner of the Year Awards 2023 in the following categories: Global Talent Development Partner of the Year, Industry Solution Services Partner of the Year-Financial Services & Insurance, and Retail & Consumer Packaged Goods. # Awards and Accolades - Received a Partner of the Year award from Microsoft in the category Global Services: MVP Industry Solutions GSI/ Advisory - India. - Received the Amazon Web Services (AWS) GSI Partner of the Year 2023 - Global and the AWS GSI Partner of the Year 2023 - France awards. - Ranked first by Dataquest in the DQ Top 20 Awards 2023, on the basis of revenues. - Received the Health & Wellness Award at the Diversity in Tech Awards 2023 for championing wellness within the workplace to maintain a positive and productive environment for all employees. - Achieved the 2023-2024 Microsoft Business Applications Inner Circle award for the fourth consecutive year. - Positioned at the 387th place in Forbes Global 2000 Rankings of the largest companies in the world. - Ranked second by Business World in the Most Respected Companies survey. - Recognized in the World Economic Forum's Diversity, Equity, and Inclusion Lighthouse Report 2024 for TCS' leadership program for women. - Named 'Top Company to work for in India' by Business Today for its employee-friendly policies and positive work environment. - Ranked among the Top 10 Sustainable Companies in the 3rd edition of Sustainable World Conclave organized by BusinessWorld. - Recognized at ET NOW Best Organizations for Women Conclave 2024 for fostering inclusivity, gender diversity and sustainable growth. - Awarded the World Intellectual Property Organization's (WIPO) National Award for Enterprises at the National Intellectual Property Award 2023. - Won the Platinum award in the Innovators Hall of Fame category at the HackerRank Innovator Awards 2023 in collaboration with ETHRWorld. - Won the Webby People's Voice Award for the TCS-built New York City Marathon Application, for its livestreaming feature that advances accessibility, equity, and inclusion in professional sports. - Awarded the 2023 Customer Success Partner of the Year Award by Microsoft. - Received the International Green Apple Award by the UK Houses of Parliament. - Awarded Titan Business Awards & UK Digital Excellence Awards for TCS London Marathon. - Recognized with the Avery Dennison IT Supplier Excellence Award for Delivery and Performance. - Named India's Most Valuable Brand by Kantar BrandZ Top 75 Most Valuable Indian Brand rankings and #1 in the category Business Technology and Services Platforms. - TCS ranked as a Top Company in LinkedIn's 2023 Top Companies list across eight countries. Ranked #1 in India for three years in a row. Integrated Annual Report 2023-24 # Corporate Governance Report # Corporate Governance # I.
Company's Philosophy on Corporate Governance Effective corporate governance practices constitute the strong foundation on which successful commercial enterprises are built to last. The Company's philosophy on corporate governance oversees business strategies and ensures fiscal accountability, ethical corporate behaviour and fairness to all stakeholders comprising employees, investors, customers, regulators, suppliers and the society at large. Strong leadership and effective corporate governance practices have been the Company's hallmark inherited from the Tata culture and ethos. The Company follows the Tata Group philosophy of building sustainable businesses that are rooted in the community and demonstrate care for the environment. Being a part of the Tata Group, which epitomizes sustainability, the Company has inherited a strong legacy of fair and transparent ethical governance, as embodied in the Tata Code of Conduct ("TCoC"). The Company has adopted the TCoC for its employees including the Chief Executive Officer and Managing Director and the Executive Directors. In addition, the Company has adopted a Code of Conduct for its non-executive directors which includes Code of Conduct for Independent Directors that suitably incorporates the duties of independent directors as laid down in the Companies Act, 2013 ("the Act"). The Company's corporate governance philosophy has been further strengthened through the Tata Business Excellence Model, the TCS Code of Conduct for Prevention of Insider Trading and the Code of Corporate Disclosure Practices ("Insider Trading Code"). The Company has in place an Information Security Policy that ensures proper utilization of IT resources. The Company is in compliance with the requirements stipulated under Regulations 17 to 27 read with Schedule V and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), as applicable, with regard to corporate governance. The details of TCS' board structure and the various committees that constitute the governance structure1 of the organization are covered in detail in this report. The various material aspects of corporate governance and TCS' approach to them are discussed in the table below: \|Material Topic\|TCS' Approach\| \|---\|---\| \|Board effectiveness, independence and protection of minority Shareholders' interests\|Board effectiveness is enhanced by setting a high bar in selecting the right mix of individuals to serve on the Board, with the right qualifications, expertise and experience, who can collectively serve the best interests of all stakeholders, maintain board and management accountability and drive corporate ethics, values and sustainability. Profiles of Board of Directors are available at https://www.tcs.com/who-we-are/leadership. For greater diversity of opinions and perspectives within the Board, the Nomination and Remuneration Committee2 has fostered diversity in terms of backgrounds, areas of expertise and:\| 21 GRI 2-9 GRI 2-10 Integrated Annual Report 2023-24 # Corporate Governance Report # Material Topic File: AR_TCS_2023_2024.md TCS' Approach* Gender: Two (22.2 percent) of the nine Directors are women.* Nationality: Four nationalities represented - Indian, American, Danish and British.* Industry: Technology, Banking, Energy, Transportation and Academia. # Avoidance of conflict of interest # Values, Ethics and compliance TCS' policy on Appointment of Directors and Board Diversity can be found at https://on.tcs.com/appointment-BoD. Board independence is ensured by having an independent majority, with 5 independent directors out of 9 i.e., 55.6 percent. None of the Independent Directors is related to each other, or to the non-independent directors. Average tenure of independent directors is 6 years. Board effectiveness is further improved by ensuring that none of the directors holds directorships in more than seven listed entities, and none of the executive directors serves as an independent director on the Boards of more than three listed entities. TCS' governance philosophy around minority Shareholders' interests is guided by the TCoC which emphasizes fairness and transparency to all stakeholders. Further a qualified, diverse and independent Board ensures that minority shareholders' interests are protected. TCS strives to reduce information asymmetry through transparency, extensive disclosures and detailed commentary of the demand environment and the state of the business, and material developments. The Company provides a variety of channels including a structured global investor outreach program, through which minority shareholders can interact with the management or the Board. Shareholders can communicate concerns and grievances to the Company Secretary's office through a well-publicized channel, where complaints are tracked till closure. The Stakeholders' Relationship Committee oversees the redressal of these complaints. Chairmanship of the Board is a non-executive position, and separate from that of the Chief Executive Officer and Managing Director ("CEO & MD"). TCoC for non-executive directors, and for independent directors, carries explicit clauses covering avoidance of conflict of interest.
Likewise, it explicitly prohibits any employee, including the executive directors, from accepting any position of responsibility, with or without remuneration, with any other organization without TCS' prior written approval. For the executive directors, such approval must be obtained from the Board. Over the last five decades, TCS has consistently demonstrated very principled conduct and has earned its reputation for trust and integrity while building a highly successful global business. The Company's core values are: Integrity, Responsibility, Excellence, Pioneering and Unity. The TCoC serves as a moral guide and a governing framework for responsible corporate citizenship. It sets out guidelines on various topics including respect for human rights, prohibition of bribery and corruption, recognition of employees' freedom of association, and avoidance of conflicts of interest. Every employee of the Company is required to sign the TCoC at the time of joining. Web-based annual refresher courses are mandated to ensure continued awareness of the Code. Further, frequent communications from the leadership, reiterate the importance of the Company values and the TCoC. Customers are made aware of the TCoC principles in contract discussions, and through inclusion of specific clauses in proposals and contracts. Employees also undergo Web-based mandatory training every year on Anti-bribery and ethical behaviour. They can raise ethics concerns on Ultimatix - the intranet portal of the Company, which are investigated and tracked to closure by the HR department. Employees and other stakeholders can also report any non-compliance to the TCoC or to the laws of the land by senior executives directly to the Chairman of the Audit Committee under the Whistle blower Policy without fear of retaliation. Information about these channels is communicated to employees as part of the mandatory training modules. 43 GRI 2-15 5 GRI 2-11 6 https://www.tcs.com/tata-code-of-conduct GRI 2-12 # Corporate Governance Report # Material Topic TCS' Approach Compliance to laws of the countries in which we operate, as well as global legislation such as Foreign Corrupt Practices Act, Bribery Act, 2010, etc. are monitored through formal compliance procedures led by the Corporate compliance office. Changes to legislation are closely monitored, risks are evaluated and effectively managed across the business operations. Governance, Risk and Compliance are overseen by the Compliance Officer, Chief Risk Officer and the Chief Human Resources Officer who report to the Chief Operating Officer and Executive Director ("COO & ED"), and CEO & MD respectively. At the apex level, the Audit Committee headed by an Independent Director oversees compliance to the TCoC, Anti-Bribery and Anti-Corruption Policy, Gift and Hospitality Policy and also to the external regulations. # Tax Strategy TCS is committed to comply with the applicable laws and regulations, and believes in reporting to the respective tax authorities, relevant information that is complete and accurate, in a timely manner. TCS does not engage in aggressive and contrived tax planning or tax structuring for the purpose of gaining tax advantages. TCS's tax policy is to optimize the tax cost, avail tax incentives where available, while achieving 100 per cent compliance with the spirit as well as the letter of the tax laws and regulations in all countries in which it operates. Compliance is achieved through a robust compliance reporting and monitoring process, with a strong governance on minimizing the tax risk. TCS has zero tolerance towards tax evasion, or the facilitation of tax evasion, by itself or by its employees or vendors. TCS maintains open and collaborative relationships with governments and tax authorities worldwide. Where appropriate, TCS seeks advance clearance from tax authorities on the proposed tax treatment of transactions, helping pre-empt future disputes. # Board Oversight of Sustainability Matters TCS' approach to sustainable growth is built on the belief that it can expand its business by creating longer term value for all its stakeholders, including employees, customers, suppliers and local communities, while also valuing the environment.
The various sustainability topics material to TCS are overseen by the relevant Board committees, as outlined below: \|Material Sustainability Topics\|Board Committee\| \|---\|---\| \|Financial reporting, robustness of internal controls and risk management systems, auditor remuneration, compliance to policies around insider trading, whistle blower, ethics and TCoC.\|Audit Committee\| \|Risk management policy and plan, management of foreign exchange risks, cyber security risks, data privacy risks and intellectual property infringement risks.\|Risk Management Committee\| \|Recommend composition of Board and its committees, appointment/re-appointment of directors and Key Managerial Personnel ("KMP"), design executive directors' remuneration, recommend remuneration policy for directors, executive team and KMP, evaluation of the performance of the Board, Committees and Directors.\|Nomination and Remuneration Committee\| \|Health and safety at the workplace, shareholder grievances and other sustainability initiatives.\|Stakeholders' Relationship Committee\| \|Community initiatives and Corporate Social Responsibility, including compliances.\|Corporate Social Responsibility Committee\| # Succession planning TCS' philosophy of empowering employees, its industry-leading talent retention, and a decentralized organization structure that devolves executive decision-making across all business units have resulted in a large and deep bench of leadership talent that enables robust succession planning and continuity and consistency in strategy. Succession planning for the top two leadership positions in each business unit is reviewed by senior management. Additionally, heads of business units carry out succession planning for key functions within their units. Succession planning at senior management levels is reviewed by the Board. Business or unit heads are invited to present on specific topics at Board meetings from time to time, offering an opportunity to the directors to assess their values, competencies, and capabilities. 7 GRI 207-1, GRI 207-2, GRI 207-3. TCS Tax Strategy link: https://on.tcs.com/TCS-Tax-Strategy 8 GRI 2-12, GRI 2-14, GRI 2-18, GRI 2-20 Integrated Annual Report 2023-24 # Corporate Governance Report # Material Topic # TCS' Approach TCS requires its suppliers to sign the TCoC upon empanelment. That includes principles on protecting and safeguarding human rights, treating all persons with respect and dignity while safeguarding their rights, the abolition of forced and compulsory labor, child labor in the supply chain and strong corporate governance practices including anti-corruption and bribery and promoting fair business practices across the supply chain. TCoC also requires its suppliers to protect the environment and make conscious use of scarce natural resources in their business processes and at the same time highlighting the importance of health and safety in its workplace and expects the supplier to comply with sustainable business practices in letter and spirit in turn for its employees. The Company supports the principles contained in the Universal Declaration of Human Rights, the ILO Declaration on Fundamental Principles and Rights at Work, and the United Nations Guiding Principles on Business and Human Rights. It works with its suppliers to ensure that they too are fully aligned with these principles. # II. Board of Directors # i. As on March 31, 2024, the Company has nine Directors of which seven (i.e. 77.8 percent) are Non-Executive Directors (including two women directors). The Company has five (i.e. 55.6 percent) Independent Directors. The composition of the Board is in conformity with Regulation 17 of the SEBI Listing Regulations read with Sections 149 and 152 of the Act. # ii. None of the Directors on the Board: - holds directorships in more than ten public companies; - serves as Director or as Independent Directors in more than seven listed entities; and - who are the Executive Directors serve as independent directors in more than three listed entities. Necessary disclosures regarding Committee positions in other public companies as on March 31, 2024, have been made by the Directors. None of the Directors are related to other Directors and the Key Managerial Personnel of the Company except N Chandrasekaran and N G Subramaniam. # iii. Independent Directors are non-executive directors as defined under Regulation 16(1)(b) of the SEBI Listing Regulations and Section 149(6) of the Act along with rules framed thereunder. In terms of Regulation 25(8) of SEBI Listing Regulations, they have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the Independent Directors, the Board of Directors has confirmed that they meet the criteria of independence as mentioned under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and that they are independent of the management.
Further, the Independent Directors have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. # iv. Five Board Meetings were held during the year under review and the gap between the two meetings did not exceed one hundred and twenty days. The said meetings were held on: April 12, 2023; July 12, 2023; October 11, 2023; January 11, 2024, and March 11, 2024. The necessary quorum was present for all the meetings. # v. The names and categories of the directors on the Board, their attendance at Board Meetings held during the year under review and at the last Annual General Meeting ("AGM"), name of other listed entities in which the Director is a director and the number of Directorships and Committee Chairmanships/Memberships held by them in other public limited companies as on March 31, 2024, are given herein below. Other directorships do not include directorships of private limited companies, foreign companies and companies registered under Section 8 of the Act. Further, none of them is a member of more than ten committees or chairman of more than five committees across all the public limited companies in which he/she is a director. For the purpose of determination of limit of the Board Committees, chairpersonship and membership of the Audit Committee and Stakeholders' Relationship Committee has been considered as per Regulation 26(1)(b) of SEBI Listing Regulations. # Corporate Governance Report # 97 \|Name of the Director and DIN\|Category\|Number of Board Meetings attended during the FY 2024\|Whether attended last AGM held on June 29, 2023\|Number of Directorships in other Public Companies\|Number of Committee positions held in other Public Companies\|(Category of Directorship)\| \|---\|---\|---\|---\|---\|---\|---\| \|N Chandrasekaran (Chairman) DIN 00121863\|Non-Independent, Non-Executive\|5\|Yes\|7\|-\|-\| \| \| \| \| \|1. Tata Steel Limited (N)\|1. Tata Steel Limited (N)\| \| \| \| \| \| \|2. Tata Motors Limited (N)\|2. Tata Motors Limited (N)\| \| \| \| \| \| \|3. Tata Consumer Products Limited (N)\|3. Tata Consumer Products Limited (N)\| \| \| \| \| \| \|4. The Tata Power Company Limited (N)\|4. The Tata Power Company Limited (N)\| \| \| \| \| \| \|5. The Indian Hotels Company Limited (N)\|5. The Indian Hotels Company Limited (N)\| \| \| \| \| \| \|6. Tata Chemicals Limited (N)\|6. Tata Chemicals Limited (N)\| \| \|K Krithivasan* (CEO & MD) DIN 10106739\|Non-Independent, Executive\|4\|Yes\|-\|-\|-\| \|N G Subramaniam (COO & ED) DIN 07006215\|Non-Independent, Executive\|5\|Yes\|2\|1\|-\| \| \| \| \| \|1. Tata Elxsi Limited (N)\|1. Tata Elxsi Limited (N)\| \| \| \| \| \| \|2. Tata Communications Limited (N)\|2. Tata Communications Limited (N)\| \| \| \| \| \| \|3. Tejas Networks Limited (N)\|3. Tejas Networks Limited (N)\| \| \|Rajesh Gopinathan** (Erstwhile CEO & MD) DIN 06365813\|Non-Independent, Executive\|1\|Not Applicable\|-\|-\|-\| \|O P Bhatt DIN 00548091\|Independent, Non-Executive\|5\|Yes\|1\|2\|1\| \| \| \| \| \|1. Hindustan Unilever Limited (I)\|1. Hindustan Unilever Limited (I)\| \| \| \| \| \| \|2. Tata Motors Limited (I)\|2. Tata Motors Limited (I)\| \| \| \| \| \| \|3. Aadhar Housing Finance Limited (Debt Listed) (I)\|3. Aadhar Housing Finance Limited (Debt Listed) (I)\| \| \|Aarthi Subramanian DIN 07121802\|Non-Independent, Non-Executive\|5\|Yes\|2\|5\|1\| \| \| \| \| \|Tata Capital Limited (Debt Listed) (N)\|Tata Capital Limited (Debt Listed) (N)\| \| \|Dr Pradeep Kumar Khosla DIN 03611983\|Independent, Non-Executive\|5\|Yes\|-\|-\|-\| \|Hanne Sorensen^ DIN 08035439\|Independent, Non-Executive\|5\|Yes\|-\|1\|-\| \| \| \| \| \|1. Tata Motors Limited (I)\|1. Tata Motors Limited (I)\| \| \|Keki Mistry^ DIN 00008886\|Independent, Non-Executive\|5\|Yes\|1\|4\|2\| \| \| \| \| \|1. HDFC Life Insurance Company Limited (N)\|1. HDFC Life Insurance Company Limited (N)\| \| \| \| \| \| \|2. HDFC ERGO General Insurance Company Limited [(N) Debt Listed]\|2. HDFC ERGO General Insurance Company Limited [(N) Debt Listed]\| \| \| \| \| \| \|3. HDFC Bank Limited (N)\|3. HDFC Bank Limited (N)\| \| \| \| \| \| \|4. The Great Eastern Shipping Company Limited (I)\|4. The Great Eastern Shipping Company Limited (I)\| \| \| \| \| \| \|5. Torrent Power Limited (I) [ceased w.e.f. March 31, 2024]\|5. Torrent Power Limited (I) [ceased w.e.f. March 31, 2024]\| \| \|Al-Noor Ramji^^ DIN 00230865\|Independent, Non-Executive\|2\|Not Applicable\|-\|1\|-\| \|Don Callahan^^^ DIN 08326836\|Independent, Non-Executive\|3\|Yes\|-\|-\|-\| Category of directorship held: (N) Non-Independent, Non-Executive Director, (I) Independent, Non-Executive Director, (ED) Executive Director Integrated Annual Report 2023-24 # Corporate Governance Report appointed as CEO & MD w.e.f. June 1, 2023 *ceased to be CEO & MD w.e.f. June 1, 2023 ^re-appointed as Independent Director for a second term w.e.f. December 18, 2023 ^^appointed as Independent Director w.e.f.
October 12, 2023 ^^^ceased to be Director w.e.f. January 10, 2024 upon completion of his term as Independent Director. Video-conferencing facilities are also used to facilitate Directors travelling/residing abroad or at other locations to participate in the meetings. # vi. During FY 2024, information as mentioned in Part A of Schedule II of the SEBI Listing Regulations, has been placed before the Board for its consideration. # vii. During FY 2024, one meeting of the Independent Directors was held on March 11, 2024. The Independent Directors, inter alia, reviewed the performance of Non-Independent Directors, Board as a whole and Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors. # viii. The Board periodically reviews the compliance reports of all laws applicable to the Company. # ix. Details of equity shares of the Company held by the Directors as on March 31, 2024, are given below: \|Name\|Category\|Number of equity shares\| \|---\|---\|---\| \|N Chandrasekaran\|Non-Independent, Non-Executive\|1,77,056\| \|Aarthi Subramanian\|Non-Independent, Non-Executive\|5,600\| \|K Krithivasan\|Non-Independent, Executive\|11,232\| \|N G Subramaniam\|Non-Independent, Executive\|1,97,760\| \|Keki Mistry\|Independent, Non-Executive\|4,150\| includes shares held jointly with his relative The Company has not issued any convertible instruments. # x. The Board has identified the following skills/expertise/competencies fundamental for the effective functioning of the Company which are currently available with the Board: - Global Business: Understanding of global business dynamics, across various geographical markets, industry verticals and regulatory jurisdictions. - Strategy and Planning: Appreciation of long-term trends, strategic choices and experience in guiding and leading management teams to make decisions in uncertain environments. - Governance: Experience in developing governance practices, serving the best interests of all stakeholders, maintaining board and management accountability, building long-term effective stakeholder engagements and driving corporate ethics and values. The eligibility of a person to be appointed as a Director of the Company is dependent on whether the person possesses the requisite skill sets identified by the Board as above and whether the person is a proven leader in running a business that is relevant to the Company's business or is a proven academician in the field relevant to the Company's business. Being an IT service provider, the Company's business runs across different industry verticals, geographical markets and is global in nature. The Directors so appointed are drawn from diverse backgrounds and possess special skills with regard to the industries/fields from where they come. Integrated Annual Report 2023-24 # Corporate Governance Report # III. Committees of the Board i. There are six Board Committees as on March 31, 2024, details of which are as follows: \|Name of the Committee\|Extract of terms of reference\| \|---\|---\| \|Audi Committee\|Committee is constituted in line with the provisions of Regulation 18 of SEBI Listing Regulations and Section 177 of the Act. The terms of reference of the committee, inter alia, includes: * Oversight of financial reporting process. * Reviewing with the management, the annual financial statements and auditors' report thereon before submission to the Board for approval. * Approval or any subsequent modification of transactions of the Company with related parties. * Evaluation of internal financial controls and risk management systems. * Recommendation for appointment, remuneration and terms of appointment of auditors of the Company. * Approve policies in relation to the implementation of the Insider Trading Code and to supervise implementation of the same. * To consider matters with respect to the TCoC, Anti-Bribery and Anti-Corruption Policy and Gift and Hospitality Policy.\| # Category and composition \|Name\|Category\|Other details\| \|---\|---\|---\| \|Keki Mistry (Chairman)\|Independent, Non-Executive\|* Four meetings of the Audit Committee were held during the year under review and the gap between two meetings did not exceed one hundred and twenty days. * Committee invites such of the executives as it considers appropriate, representatives of the statutory auditors and internal auditors, to be present at its meetings. * The Company Secretary acts as the Secretary to the Audit Committee. * Pradeep Manohar Gaitonde, Company Secretary is the Compliance Officer to ensure compliance and effective implementation of the Insider Trading Code. * Quarterly Reports are sent to the members of the Audit Committee on matters relating to the Insider Trading Code. * The previous AGM of the Company was held on June 29, 2023 and was attended by Keki Mistry, Chairman of the Audit Committee.\| \|O P Bhatt\|Independent, Non-Executive\| \| \|Aarthi Subramanian\|Independent, Non-Executive\| \| \|Dr Pradeep Kumar Khosla\|Independent, Non-Executive\| \| \|Hanne Sorensen\|Independent, Non-Executive\| \| \|Al-Noor Ramji\|Independent, Non-Executive\| \| \|Don Callahan\|Independent, Non-Executive\| \| appointed as a member of the Committee w.e.f. January 11, 2024.
*ceased to be a member of the Committee consequent to the completion of his term as Independent Director w.e.f. January 10, 2024. # Corporate Governance Report # Name of the Committee # Nomination and Remuneration Committee ("NRC")9 The Committee is constituted in line with the provisions of Regulation 19 of SEBI Listing Regulations and Section 178 of the Act. The terms of reference, inter alia, include: - Recommend to the Board the setup and composition of the Board and its Committees. - Recommend to the Board the appointment/re-appointment of Directors and Key Managerial Personnel. - Support the Board and Independent Directors in evaluation of the performance of the Board, its Committees and individual Directors. - Recommend to the Board the Remuneration Policy for Directors, executive team or Key Managerial Personnel as well as the rest of employees. - Oversee familiarization programs for Directors. # Category and composition \|Name\|Category\|Other details\| \|---\|---\|---\| \|O P Bhatt (Chairman)\|Independent, Non-Executive\| Three NRC meetings were held during the year under review. * The Company does not have any Employee Stock Option Scheme. * Details of Performance Evaluation Criteria and Remuneration Policy are provided at serial no. III (iii) below. * The previous AGM of the Company was held on June 29, 2023 and was attended by O P Bhatt, Chairman of the NRC.\| \|N Chandrasekaran\|Non-Independent, Non-Executive\| \| \|Hanne Sorensen\|Independent, Non-Executive\| \| # Stakeholders' Relationship Committee ("SRC") The Committee is constituted in line with the provisions of Regulation 20 of SEBI Listing Regulations and Section 178 of the Act. The terms of reference, inter alia, include: - Consider and resolve the grievances of security holders. - Consider and approve issue of share certificates, transfer and transmission of securities, etc. - Review activities with regard to the Health Safety and Sustainability initiatives of the Company. # Category and composition \|Name\|Category\|Other details\| \|---\|---\|---\| \|Dr Pradeep Kumar Khosla (Chairman)\|Independent, Non-Executive\|* Two meetings of the SRC were held during the year under review. * Details of Investor complaints and Compliance Officer are provided at serial no. III (ii) below. * The previous AGM of the Company was held on June 29, 2023 and was attended by Dr Pradeep Kumar Khosla, Chairman of the SRC.\| \|K Krithivasan\|Non-Independent, Executive\| \| \|Rajesh Gopinathan\|Non-Independent, Executive\| \| \|Keki Mistry\|Independent, Non-Executive\| \| appointed as a member of the committee w.e.f. June 1, 2023. *ceased to be a member of the committee w.e.f. June 1, 2023. 9 GRI 2-20 # Corporate Governance Report # Name of the Committee # Corporate Social Responsibility ("CSR") Committee Committee is constituted in line with the provisions of Section 135 of the Act. The terms of reference, inter alia, include: - Formulate and recommend to the Board, a CSR Policy indicating the activities to be undertaken by the Company as specified in Schedule VII to the Act. - Recommend the amount of expenditure to be incurred on the activities mentioned in the CSR Policy. - Monitor the CSR Policy. - Institute a transparent monitoring mechanism for implementation of the CSR projects or programs or activities. # Risk Management Committee ("RMC") Committee is constituted in line with the provisions of Regulation 21 of SEBI Listing Regulations. The terms of reference, inter alia, include: - Formulate, monitor and review risk management policy and plan, inter alia, covering investment of surplus funds, management of foreign exchange risks, cyber security risks, data privacy risks and intellectual property infringements risks. - Approve addition/deletion of banks from time to time for carrying out Treasury transactions and delegate the said power to such person as may deem fit. # Category and composition \|Name\|Category\|Other details\| \|---\|---\|---\| \|N Chandrasekaran (Chairman)\|Non-Independent, Non-Executive\|- Three meetings of the CSR Committee were held during the year under review. - Four Board meetings of TCS Foundation, a Section 8 company which was incorporated with sole objective of carrying on CSR activities of the Company were held during the year. \| \|O P Bhatt\|Independent, Non-Executive\| \| \|N G Subramaniam\|Non-Independent, Executive\| \| \|Keki Mistry (Chairman)\|Independent, Non-Executive\|- Four meetings of the RMC were held during the year under review. - Fortnightly reports on management of foreign exchange risks are made available to the members of the RMC. \| \|K Krithivasan\|Non-Independent, Executive\| \| \|N G Subramaniam\|Independent, Executive\| \| \|Rajesh Gopinathan*\|Non-Independent, Executive\| \| \|Al-Noor Ramji^\|Independent, Non-Executive\| \| \|Don Callahan^^\|Independent, Non-Executive\| \| \|Samir Seksaria\|Chief Financial Officer\| \| appointed as a member of the committee w.e.f. June 1, 2023. **ceased to be a member of the committee w.e.f. June 1, 2023. ^appointed as a member of the Committee w.e.f. January 11, 2024.
^^ceased to be a member of the Committee consequent to the completion of his term as Independent Director w.e.f. January 10, 2024. # Corporate Governance Report # Name of the Committee # Executive Committee Detailed review of the following matters which form part of terms of Executive Committee, were presented to the Board: - Business and strategy review; - Long-term financial projections and cash flows; - Capital and revenue budgets and capital expenditure programmes; - Acquisitions, divestments and business restructuring proposals; - Senior management succession planning; - Any other item as may be decided by the Board. # Category and composition \|Name\|Category\|Other details\| \|---\|---\|---\| File: AR_TCS_2023_2024.md \|N Chandrasekaran (Chairman)\|Non-Independent, Non-Executive\|The said matters were discussed in various Board meetings held during the year under review in the presence of the Executive Committee Members with the intent to avail expertise of all Board members.\| \|K Krithivasan\|Non-Independent, Non-Executive\| \| \|Rajesh Gopinathan\|Non-Independent, Executive\| \| appointed as a member of the committee w.e.f. June 1, 2023. *ceased to be a member of the committee w.e.f. June 1, 2023. The terms of reference of these committees are available on the website (https://on.tcs.com/Terms-Reference-Committees) # ii. Stakeholders' Relationship Committee-other details # a. Name, designation and address of Compliance Officer: Pradeep Manohar Gaitonde, Company Secretary Tata Consultancy Services Limited, 9th Floor, Nirmal Building, Nariman Point, Mumbai 400 021, India Telephone: +91 22 6778 9595 # b. Details of investor complaints received and redressed during FY 2024 are as follows: \|Opening as on April 1, 2023\|Received during the year\|Resolved during the year\|Closing as on March 31, 2024\| \|---\|---\|---\|---\| \|4\|128\|128\|4\| # iii. Nomination and Remuneration Committee-other details # Performance Evaluation Criteria for Independent Directors: The performance evaluation criteria for independent directors is determined by the Nomination and Remuneration Committee. An indicative list of factors on which evaluation was carried out includes participation and contribution by a director, commitment, effective deployment of knowledge and expertise, integrity and maintenance of confidentiality and independence of behaviour and judgement. # Remuneration Policy Remuneration policy of the Company is designed to create a high-performance culture. It enables the Company to attract, retain and motivate employees to achieve results. The business model promotes customer centricity and requires employee mobility to address project needs. The remuneration policy supports such mobility through pay models that are compliant to local regulations. In each country where the Company operates, the remuneration structure is tailored to the regulations, practices and benchmarks prevalent in the IT industry. The Company pays remuneration by way of salary, benefits, perquisites and allowances (fixed component) and commission (variable component) to its Managing Director and the Executive Directors. Annual increments are recommended by the Nomination and Remuneration Committee within the salary scale approved by the Board and Members and are effective April 1, each year. 10 GRI 2-13 11 GRI 2-19, GRI 2-20 # Corporate Governance Report The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, decides the commission payable to the Managing Director and the Executive Directors out of the profits for the financial year and within the ceilings prescribed under the Act, based on the Board evaluation process considering the criteria such as the performance of the Company as well as that of the Managing Director and each Executive Director. The Company pays sitting fees of ₹30,000 per meeting to its Non-Executive Directors for attending meetings of the Board and meetings of committees of the Board. The Company also pays commission to the Non-Executive Directors within the ceiling of 1 percent of the net profits of the Company as computed under the applicable provisions of the Act, with the approval of the Members. The said commission is decided each year by the Board of Directors, on the recommendation of the Nomination and Remuneration Committee and distributed amongst the Non-Executive Directors based on the Board evaluation process, considering criteria such as their attendance and contribution at the Board and Committee meetings, as well as the time spent on operational matters other than at meetings. The Company also reimburses the out-of-pocket expenses incurred by the Directors for attending the meetings. The Remuneration policy is available on https://on.tcs.com/remuneration-policy. # iv. Details of the Remuneration for the year ended March 31, 2024 # a) Non-Executive Directors \|Name\|Commission\|Sitting Fees\| \|---\|---\|---\| \|N Chandrasekaran, Chairman@\|-\|3.3\| \|O P Bhatt\|285.0\|4.8\| \|Aarthi Subramanian@@\|-\|2.7\| \|Dr Pradeep Kumar Khosla\|260.0\|3.6\| \|Hanne Sorensen\|260.0\|3.9\| \|Keki Mistry\|285.0\|4.8\| \|Al-Noor Ramji\|100.0\|0.9\| \|Don Callahan**\|250.0\|2.7\| \|Total\|1,440.0\|26.7\| @ As a policy, N Chandrasekaran, Chairman, has abstained from receiving commission from the Company.
@@ In line with the internal guidelines of the Company, no payment is made towards commission to the Non-Executive Directors of the Company, who are in full time employment with any other Tata Company. Appointed as Independent Director w.e.f. October 12, 2023 Ceased to be Director of the Company w.e.f. January 10, 2024 upon completion of his term as Independent Director. # b) Managing Director and Executive Director \|Name of Director\|Salary\|Benefits, Perquisites and Allowances\|Commission\|ESPS\| \|---\|---\|---\|---\|---\| \|K Krithivasan*<br/>(CEO & MD)<br/>(appointed w.e.f. June 1, 2023)\|127.5\|308.4\|2,100.0\|-\| \|N G Subramaniam<br/>(COO & ED)\|172.5\|345.7\|2,100.0\|-\| \|Rajesh Gopinathan<br/>(Erstwhile CEO & MD)<br/>(ceased w.e.f. June 1, 2023)\|33.6\|76.8\|-\|-\| Employee Stock Purchase Scheme *The remuneration includes compensation for the full year, i.e. as Global Head of Banking, Financial Services and Insurance (BFSI) for April 1, 2023 to May 31, 2023 and as CEO & MD from June 1, 2023 to March 31, 2024. Services of the Executive Directors may be terminated by either party, giving the other party six months' notice or the Company paying six months' salary in lieu thereof. There is no separate provision for payment of severance pay. Integrated Annual Report 2023-24 # Corporate Governance Report # v. Number of committee meetings held and attendance records \|Name of the Committee\|Audit Committee\|Nomination and Remuneration Committee\|Stakeholders' Relationship Committee\|Corporate Social Responsibility Committee\|Risk Management Committee\| \|---\|---\|---\|---\|---\|---\| \|No. of meetings held\|4\|3\|2\|3\|4\| \|Date of meetings\|April 12, 2023; July 12, 2023; October 11, 2023; January 11, 2024\|April 12, 2023; October 11, 2023\|July 20, 2023 and January 18, 2024\|May 25, 2023; September 8, 2023; January 12, 2024\|April 18, 2023; July 18, 2023; October 16, 2023; January 18, 2024\| # No. of meetings attended \|Name of Member\|Audit Committee\|Nomination and Remuneration Committee\|Stakeholders' Relationship Committee\|Corporate Social Responsibility Committee\|Risk Management Committee\| \|---\|---\|---\|---\|---\|---\| \|N Chandrasekaran\|-\|3\|-\|3\|-\| \|K Krithivasan\|-\|-\|1\|-\|2\| \|N G Subramaniam\|-\|-\|-\|3\|4\| \|Rajesh Gopinathan*\|-\|-\|-\|-\|1\| \|O P Bhatt\|4\|3\|-\|3\|-\| \|Aarthi Subramanian\|4\|-\|-\|-\|-\| \|Dr Pradeep Kumar Khosla\|4\|-\|2\|-\|-\| \|Hanne Sorensen\|4\|3\|-\|-\|-\| \|Keki Mistry\|4\|-\|2\|-\|4\| \|Al-Noor Ramji^\|-\|-\|-\|-\|-\| \|Don Callahan^^\|3\|-\|-\|-\|3\| \|Samir Seksaria\|-\|-\|-\|-\|4\| Whether quorum was present for all the meetings: The necessary quorum was present for all the above committee meetings. @ TCS Foundation, a Section 8 company incorporated in 2015 with sole objective of carrying on CSR activities of the Company, has held four meetings during the FY 2024. appointed as member of Stakeholders' Relationship Committee, Risk Management Committee and Executive Committee w.e.f. June 1, 2023. ** ceased to member of Stakeholders' Relationship Committee, Risk Management Committee and Executive Committee w.e.f. June 1, 2023. ^ appointed as member of Audit Committee and Risk Management Committee w.e.f. January 11, 2024. ^^ ceased to member of Audit Committee and Risk Management Committee w.e.f. January 10, 2024 upon completion of his term as Independent Director. # vi. Particulars of senior management of Tata Consultancy Services Limited \|Name of Senior Management Personnel\|Category\| \|---\|---\| \|Shankar Narayanan\|Banking Financial Services and Insurance\| \|Krishnan Ramanujam\|Consumer Business Group\| \|V Rajanna\|Technology, Software and Services\| \|Samir Seksaria\|Chief Financial Officer\| \|Milind Lakkad\|Chief Human Resources Officer\| \|Madhav Anchan\|General Counsel Legal\| \|Dr. Harrick Vin\|Chief Technology Officer\| \|Pradeep Manohar Gaitonde\|Company Secretary\| \|S Sukanya\|was appointed as Chief Information Officer on October 11, 2023, and ceased on March 5, 2024.\| Integrated Annual Report 2023-24 # Corporate Governance Report # IV. General Body Meetings # i. General Meeting # a. Annual General Meeting ("AGM"): \|Financial Year\|Date\|Time\|Venue\| \|---\|---\|---\|---\| \|2021\|June 10, 2021\| \| \| \|2022\|June 9, 2022\|3.30 p.m.\|Meeting conducted through VC / OAVM pursuant to the MCA Circular\| \|2023\|June 29, 2023\| \| \| # b. Extraordinary General Meeting: No extraordinary general meeting of the members was held during FY 2024. # c. Special resolution: Special resolution for change of place of keeping and inspection of the registers and Annual Returns of the Company was passed at the AGM held in 2022 and no special resolution was passed in the AGMs held in 2021 and 2023. # ii. Details of special resolution passed through postal ballot, the persons who conducted the postal ballot exercise, details of the voting pattern and procedure of postal ballot: The Company had sought the approval of the shareholders by way of a Special Resolution through notice of postal ballot dated October 11, 2023 for: - a. buyback of its equity shares; - b. appointment of Mr. Al-Noor Ramji (DIN 00230865) as a Non-executive Independent Director for a term of five years; - c. re-appointment of Ms. Hanne Birgite Breinbjerg Sorensen (DIN 08035439) as a Non-executive Independent Director for a second consecutive term of five years; - d. re-appointment of Mr. Keki Minoo Mistry (DIN 00008886) as a Non-executive Independent Director for a second consecutive term of five years.
All the aforesaid resolutions were duly passed and the results of which were announced on November 15, 2023. P. N. Parikh (Membership No. FCS 327) of Parikh & Associates, Practising Company Secretaries, was appointed as the Scrutinizer to scrutinize the postal ballot process by voting through electronic means only (remote e-voting) in a fair and transparent manner. Details of the voting pattern are provided below: \|Resolution passed through postal ballot\|Votes in favour of the resolution\|Votes against the resolution\|Invalid votes\| \|---\|---\|---\|---\| \|Buyback of its equity shares\|Number of members voted: 16,150 Number of valid Votes cast (Shares): 319,61,27,268 Percentage of total number of valid votes cast: 99.78\|Number of members voted: 642 Number of valid votes cast (Shares): 70,10,926 Percentage of total number of valid votes cast: 0.22\|Total number of members whose votes were declared invalid: - Total number of invalid votes cast (Shares): -\| \|Appointment of Mr. Al-Noor Ramji (DIN 00230865) as a Non-executive Independent Director for a term of five years\|Number of members voted: 16,029 Number of valid Votes cast (Shares): 320,27,45,957 Percentage of total number of valid votes cast: 99.95\|Number of members voted: 653 Number of valid votes cast (Shares): 14,50,499 Percentage of total number of valid votes cast: 0.05\|Total number of members whose votes were declared invalid: - Total number of invalid votes cast (Shares): -\| \|Re-appointment of Ms. Hanne Birgite Breinbjerg Sorensen (DIN 08035439) as a Non-executive Independent Director for a second consecutive term of five years\|Number of members voted: 16,001 Number of valid Votes cast (Shares): 317,23,76,322 Percentage of total number of valid votes cast: 99.01\|Number of members voted: 676 Number of valid votes cast (Shares): 3,18,09,865 Percentage of total number of valid votes cast: 0.99\|Total number of members whose votes were declared invalid: - Total number of invalid votes cast (Shares): -\| # Corporate Governance Report # Resolution passed through postal ballot # Re-appointment of Mr. Keki Minoo Mistry (DIN 00008886) as a Non-executive Independent Director for a second consecutive term of five years \|Number of members voted\|Number of valid Votes cast (Shares)\|Percentage of total number of valid votes cast\|Number of members voted\|Number of valid votes cast (Shares)\|Percentage of total number of valid votes cast\|Total number of members whose votes were declared invalid\|Total number of invalid votes cast (Shares)\| \|---\|---\|---\|---\|---\|---\|---\|---\| \|16,089\|318,61,63,326\|99.44\|604\|1,80,30,571\|0.56\|-\|-\| # Procedure for postal ballot The postal ballot was carried out as per the provisions of Sections 108 and 110 and other applicable provisions of the Act, read with the Rules framed thereunder and read with the General Circular nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020 and subsequent circulars issued in this regard, the latest being 9/2023 dated September 25, 2023, respectively issued by the Ministry of Corporate Affairs. # Details of special resolution proposed to be conducted through postal ballot None of the businesses proposed to be transacted at the ensuing AGM requires passing of a special resolution through postal ballot. # Other Disclosures A certificate has been received from Parikh & Associates, Practising Company Secretaries, that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such statutory authority. B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W-100022) has been appointed as the Statutory Auditors of the Company. The particulars of payment of Statutory Auditors' fees, on consolidated basis for FY 2024 is given below: \|Particulars\|Amount (` lakh)\| \|---\|---\| \|Services as statutory auditors (including quarterly audits)\|1,120.4\| \|Tax audit\|70.0\| \|Services for tax matters\|24.1\| \|Other matters\|403.0\| \|Reimbursement of out-of-pocket expenses\|89.6\| \|Total\|1,707.1\| # Related party transactions ("RPT") During the year all RPTs entered by the Company were in the ordinary course of business and in respect of transactions with related parties under Section 2(76) of the Act, are at arm's length basis and were approved by the members of Audit Committee including Independent Directors. The Company had sought the approval of shareholders at the 28th AGM held on June 29, 2023 for material RPT as per Regulation 23 of SEBI Listing Regulations. Similarly, the Company intends seeking approval of its shareholders for the existing and material related party transactions for FY 2025 at its ensuing annual general meeting to be held on May 31, 2024. The Board's approved policy for related party transactions is uploaded on the website of the Company.
Website link for details/policy: https://on.tcs.com/RPT Integrated Annual Report 2023-24 # Corporate Governance Report \|Particulars\|Statutes\|Details\|Website link for details/policy\| \|---\|---\|---\|---\| \|Details of non-compliance by the Company, penalty, strictures imposed on the Company by the stock exchange, or Securities and Exchange Board of India or any statutory authority on any matter related to capital markets during the last three financial years\|Schedule V (C) 10(b) to the SEBI Listing Regulations\|NIL\| \| \|Whistle Blower Policy and Vigil Mechanism\|Regulation 22 of SEBI Listing Regulations\|The Company has this Policy and has established the necessary vigil mechanism for directors and employees to report concerns about unethical behaviour. No person has been denied access to the Chairman of the Audit Committee. The said policy has been uploaded on the website of the Company.\|https://on.tcs.com/WhistleBP\| \|Discretionary requirements\|Schedule II Part E of the SEBI Listing Regulations\|The auditors' report on financial statements of the Company are unmodified. Internal auditors of the Company make quarterly presentations to the Audit Committee on their reports.\| \| \|Subsidiary Companies\|Regulation 24 of the SEBI Listing Regulations\|The Audit Committee reviews the consolidated financial statements of the Company and the investments made by its unlisted subsidiary companies. The minutes of the Board meetings along with a report on significant developments of the unlisted subsidiary companies are periodically placed before the Board of Directors of the Company. The Company does not have any material unlisted subsidiary company. The Company has a policy for determining 'material subsidiaries' which is disclosed on its website.\|https://on.tcs.com/Subsidiary\| \|Policy on Determination of Materiality for Disclosures\|Regulation 30 of the SEBI Listing Regulations\|Policy on Determination of Materiality for Disclosures\|https://on.tcs.com/Material\| \|Policy on Archival and Preservation of Documents\|Regulations 30 and 9 of the SEBI Listing Regulations\|The Company has adopted this policy.\|https://on.tcs.com/Archival\| \|Reconciliation of Share Capital Audit Report\|Regulation 76 of the SEBI (Depositories and Participants) Regulations, 2018 and SEBI Circular No. D&CC/FITTC/Cir-16/2002\|A practising Company Secretary carried out a share capital audit to reconcile the total admitted equity share capital with the National Securities Depository Limited ("NSDL") and the Central Depository Services (India) Limited ("CDSL") and the total issued and listed equity share capital. The audit report confirms that the total issued/paid-up capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL.\|https://on.tcs.com/Reports-Policies\| # Integrated Annual Report 2023-24 # Corporate Governance Report \|Particulars\|Statutes\|Details\| \|---\|---\|---\| \|Code of Conduct\|Regulation 17 of the SEBI Listing Regulations\|The members of the Board and Senior Management Personnel have affirmed compliance with the Code of Conduct applicable to them during the year ended March 31, 2024. A certificate by the CEO and MD, on the compliance declarations received from the members of the Board and Senior Management forms part of this report.\| \|Dividend Distribution Policy\|Regulation 43A of the SEBI Listing Regulations\|A regular annual dividend generally consists of three interim dividends after each of the first three quarters of the fiscal year, topped up with a final dividend after the fourth quarter. In addition, every second or third year, the accumulated surplus cash has been returned to shareholders through a special dividend.\| \|Terms of Appointment of Independent Directors\|Regulation 46 of SEBI Listing Regulations and Section 149 read with Schedule IV to the Act\|Terms and conditions of appointment/re-appointment of Independent Directors are available on the Company's website.\| \|Familiarization Program\|Regulation 25(7) and 46 of SEBI Listing Regulations\|Details of familiarization program imparted to Independent Directors are available on the Company's website.\| \|Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2018\|Section 134 of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014\|The details have been disclosed in the Business Responsibility and Sustainability Report forming part of the Integrated Annual Report.\| \|Disclosure of certain type of agreements binding listed entities\|Schedule III, Para A, Clause 5A of Listing Regulations\|There are no agreement impacting management or control of the Company or imposing any restriction or create any liability upon the Company.\| # VIII. Means of Communication The quarterly, half-yearly and annual financial results of the Company are published in leading newspapers in India which include, The Indian Express, Financial Express, Loksatta, Business Standard, The Hindu Business Line, Hindustan Times and Sandesh. The results are also displayed on the Company's website www.tcs.com. Website link for details/policy: - Tata Code of Conduct - Dividend - Appointment ID - Familiarization Programme Statutory notices are published in The Free Press Journal, Business Standard, The Economic Times and Navshakti. The Company also issues press releases from time to time.
Financial Results, Statutory Notices, Press Releases and Presentations made to the institutional investors/analysts after the declaration of the quarterly, half-yearly and annual results are submitted to the National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE") as well as uploaded on the Company's website. Frequently Asked Questions (FAQs) giving details about the Company and its shares is uploaded on the Company's website https://www.tcs.com/investor-relations. The Management Discussion and Analysis Report is a part of the Integrated Annual Report. # IX. General shareholder information i. Annual General Meeting for FY 2024 \|Date\|May 31, 2024\| \|---\|---\| \|Time\|3:00 p.m. (IST)\| \|Venue\|Meeting is being conducted through VC/OAVM pursuant to the MCA General Circulars dated May 5, 2020, read with general circulars dated April 8, 2020, April 13, 2020, the latest being September 25, 2023. For details, please refer to the Notice of this AGM.\| As required under Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard 2 on General Meetings, particulars of Director seeking re-appointment at this AGM are given in the Annexure to the Notice of this AGM. Integrated Annual Report 2023-24 # Corporate Governance Report # ii. Financial Calendar \|Year ending\|AGM in\| \|---\|---\| \|March 31\|May\| # iii. Dividend Payment The final dividend, if approved, shall be paid/credited on Tuesday, June 4, 2024 # iv. Date of Book Closure/ Record Date As mentioned in the Notice of this AGM # v. Listing on Stock Exchanges National Stock Exchange of India Limited Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (East), Mumbai 400 051 BSE Limited P. J. Towers, Dalal Street, Mumbai 400 001 # vi. Stock Codes/Symbol \|NSE\|BSE\| \|---\|---\| \|TCS\|532540\| # vii. Corporate Identity Number (CIN) of the Company L22210MH1995PLC084781 # viii. Market Price Data \|Month\|NSE High (`)\|NSE Low (`)\|Total number of equity shares traded\|BSE High (`)\|BSE Low (`)\|Total number of equity shares traded\| \|---\|---\|---\|---\|---\|---\|---\| \|Apr-2023\|3,263.4\|3,089.6\|4,38,24,242\|3,263.2\|3,088.7\|19,57,145\| \|May-2023\|3,328.9\|3,179.9\|3,66,16,015\|3,329.0\|3,180.3\|8,71,528\| \|Jun-2023\|3,324.0\|3,174.9\|3,83,61,975\|3,323.3\|3,175.3\|19,84,292\| \|Jul-2023\|3,514.7\|3,259.9\|4,76,58,115\|3,512.0\|3,260.2\|17,30,994\| \|Aug-2023\|3,484.1\|3,356.8\|3,59,20,566\|3,483.8\|3,357.1\|22,22,209\| \|Sep-2023\|3,606.2\|3,379.2\|3,84,42,941\|3,606.6\|3,379.2\|16,32,903\| \|Oct-2023\|3,638.4\|3,336.8\|3,98,18,106\|3,637.3\|3,337.8\|33,52,847\| \|Nov-2023\|3,530.2\|3,330.7\|3,63,81,184\|3,529.9\|3,331.7\|22,09,366\| \|Dec-2023\|3,861.0\|3,511.7\|4,55,72,195\|3,860.1\|3,509.6\|23,01,605\| \|Jan-2024\|3,943.1\|3,666.8\|4,82,46,534\|3,942.3\|3,667.0\|50,68,946\| \|Feb-2024\|4,149.5\|3,854.2\|4,34,10,829\|4,149.2\|3,851.5\|27,05,972\| \|Mar-2024\|4,219.3\|3,840.9\|5,75,14,817\|4,217.5\|3,837.5\|2,75,18,584\| # ix. Performance of the share price of the Company in comparison to the BSE Sensex TCS Share price and BSE Sensex Movement \|Month\|Price\| \|---\|---\| \|Apr-23\|140\| \|May-23\|130\| \|Jun-23\|120\| \|Jul-23\|110\| \|Aug-23\|100\| \|Sep-23\|90\| \|Oct-23\|80\| \|Nov-23\|70\| \|Dec-23\| \| \|Jan-24\| \| \|Feb-24\| \| \|Mar-24\| \| Base 100 = Monday, April 3, 2023 Integrated Annual Report 2023-24 # Corporate Governance Report # x. Registrar and Transfer Agents Name and Address: Link Intime India Private Limited* (Link Intime) C-101, Embassy 247, L.B.S. Marg, Vikhroli (West) Mumbai- 400 083 Telephone: +91-8108118484 E-mail: [email protected] Website: www.linkintime.co.in *Erstwhile TSR Consultants Private Limited, merged with Link Intime India Private Limited w.e.f. December 22, 2023. Documents will be accepted at the above address between 10.00 a.m. and 5.00 p.m. (Monday to Friday except bank holidays). # xi. Places for acceptance of documents For the convenience of the shareholders, documents will also be accepted at the following branches of Link Intime between 10.00 am and 5.00 p.m. (Monday to Friday except bank holidays). \|Place\|Name and Address\|Phone/Email\| \|---\|---\|---\| \|Mumbai\|Link Intime India Private Limited Building 17/19, Office No. 415, Rex Chambers, Ballard Estate, Walchand Hirachand Marg, Fort, Mumbai- 400 001\|Email: [email protected]\| \|Bengaluru\|Link Intime India Private Limited C/o. Mr. D. Nagendra Rao "Vaghdevi" 543/A, 7th Main 3rd Cross, Hanumanthnagar, Bengaluru- 560 019\|Tel: +91 80 26509004 Email: [email protected]\| \|Kolkata\|Link Intime India Private Limited Vaishno Chamber, 5th Floor, Flat Nos. 502 & 503, 6, Brabourne Road, Kolkata- 700 001\|Tel: +91 33 40049728 / 33 40731698 Email: [email protected]\| \|New Delhi\|Link Intime India Private Limited Noble Heights, 1st Floor, Plot No. NH-2, C-1 Block, LSC, Near Savitri Market, Janakpuri, New Delhi - 110 058\|Tel: +91 11 41410592 / 93 / 94 Email: [email protected]\| \|Jamshedpur\|Link Intime India Private Limited Qtr. No. L-4/5, Main Road, Bistupur (Beside Chappan- Bhog Sweet Shop) Jamshedpur- 831 001\|Tel: +91 657 2426937 Email: [email protected]\| \|Ahmedabad\|Link Intime India Private Limited 5th Floor, 506 to 508, Amarnath Business Centre-1 (ABC-1) Beside Gala Business Centre, Nr. St. Xavier's College Corner Off. C.G. Road, Ellisbridge, Ahmedabad- 380 006\|Tel: +91 79 26465179 Email: [email protected]\| # xii. Share Transfer System In terms of Regulation 40(1) of SEBI Listing Regulations, as amended from time to time, transfer, transmission and transposition of securities shall be effected only in dematerialized form. Pursuant to SEBI Circular dated January 25, 2022, the listed companies shall issue the securities in dematerialized form only, for processing any service requests from shareholders viz., issue of duplicate share certificates, endorsement, transmission, transposition, etc.
After processing the service request, a letter of confirmation will be issued to the shareholders and shall be valid for a period of 120 days, within which the shareholder shall make a request to the Depository Participant for dematerializing those shares. If the shareholders fail to submit the dematerialisation request within 120 days, then the Company shall credit those shares in the Suspense Escrow Demat account held by the Company. Shareholders can claim these shares transferred to Suspense Escrow Demat account on submission of necessary documentation. The Directors and certain Company officials (including Chief Financial Officer and Company Secretary) are authorized by the Board severally to approve transfers, which are noted at subsequent Board Meetings. Integrated Annual Report 2023-24 # Corporate Governance Report # xiii. Shareholding as on March 31, 2024 # a) Distribution of equity shareholding \|Number of shares\|Holding\|Percentage to capital\|Number of accounts\|Percentage to total accounts\| \|---\|---\|---\|---\|---\| \|1-100\|4,02,12,894\|1.11\|20,29,252\|87.96\| \|101-500\|4,72,10,723\|1.30\|2,32,513\|10.08\| \|501-1000\|1,75,66,487\|0.49\|24,665\|1.07\| \|1001-5000\|3,16,70,314\|0.88\|16,427\|0.71\| \|5001-10000\|1,06,38,162\|0.29\|1,505\|0.07\| \|10001-20000\|1,07,13,577\|0.30\|757\|0.03\| \|20001-30000\|80,78,996\|0.22\|328\|0.01\| \|30001-40000\|63,89,912\|0.18\|183\|0.01\| \|40001-50000\|61,71,738\|0.17\|136\|0.01\| \|50001-100000\|2,72,65,199\|0.75\|385\|0.02\| \|100001-above\|3,41,21,69,516\|94.31\|846\|0.03\| \|TOTAL\|3,61,80,87,518\|100.00\|23,06,997\|100.00\| # b) Categories of equity shareholding \|Category\|Category wise equity Shareholding\|Percentage of holding\| \|---\|---\|---\| \|Promoter\|2,59,54,99,419\|71.74\| \|Other Entities of Promoter Group\|10,59,209\|0.03\| \|Mutual Funds\|14,65,91,425\|4.05\| \|Banks, Financial Institutions, State and Central Government\|3,48,298\|0.01\| \|Insurance Companies\|21,62,81,096\|5.97\| \|Foreign Institutional Investors\|45,94,66,997\|12.70\| \|NRIs, OBCs, Foreign Nationals\|78,38,559\|0.22\| \|Corporate Bodies, Trusts\|2,89,88,390\|0.80\| \|Indian Public and Others\|15,87,11,398\|4.39\| \|Alternate Investment Fund\|26,53,126\|0.07\| \|IEPF Account\|6,49,601\|0.02\| \|Total\|3,61,80,87,518\|100.00\| # c) Top ten equity shareholders of the Company \|Sr. No.\|Name of the shareholders\|Number of equity shares held\|Percentage of holding\| \|---\|---\|---\|---\| \|1\|Tata Sons Private Limited\|2,59,54,99,419\|71.74\| \|2\|Life Insurance Corporation of India\|17,59,75,338\|4.86\| \|3\|SBI Mutual Fund\|4,24,95,223\|1.17\| \|4\|National Pension Scheme (NPS) Trust Account\|1,80,51,876\|0.50\| \|5\|Government of Singapore\|1,77,21,561\|0.49\| \|6\|Invesco Developing Markets Fund\|1,58,78,926\|0.44\| \|7\|Axis Mutual Fund Trustee Limited\|1,55,40,306\|0.43\| \|8\|Vanguard total International Stock Index Fund\|1,41,77,875\|0.39\| \|9\|ICICI Prudential Mutual Fund\|1,41,05,437\|0.39\| \|10\|UTI Mutual Fund\|1,40,40,960\|0.39\| Shareholding is consolidated based on Permanent Account Number (PAN) of the shareholder. Integrated Annual Report 2023-24 # Corporate Governance Report # xiv. Dematerialization of shares and liquidity The Company's shares are compulsorily traded in dematerialized form on NSE and BSE. Equity shares of the Company representing 99.98 percent of the Company's equity share capital are dematerialized as on March 31, 2024. Under the Depository System, the International Securities Identification Number (ISIN) allotted to the Company's shares is INE467B01029. # xv. Outstanding GDRs/ADRs/Warrants or any convertible instruments, conversion date and likely impact on equity The Company has not issued any GDRs/ADRs/Warrants or any convertible instruments in the past and hence, as on March 31, 2024, the Company does not have any outstanding GDRs/ADRs/Warrants or any convertible instruments. # xvi. Commodity price risk or foreign exchange risk and hedging activities File: AR_TCS_2023_2024.md The Company does not deal in commodities and hence the disclosure pursuant to SEBI Master Circular dated July 11, 2023 is not required to be given. For a detailed discussion on foreign exchange risk and hedging activities, please refer to Management Discussion and Analysis Report. # xvii. Loans and advances The Company has not given any loans and advances to firms/Companies in which directors are interested. # xviii. Equity shares in the suspense account In accordance with the requirement of Regulation 34(3) and Part F of Schedule V to the SEBI Listing Regulations, details of equity shares in the suspense account are as follows: \|Particulars\|Number of shareholders\|Number of equity shares\| \|---\|---\|---\| \|Aggregate number of shareholders and the outstanding shares in the suspense account lying as on April 1, 2023\|26\|820\| \|Shareholders who approached the Company for transfer of shares from suspense account during the year\|-\|-\| \|Shareholders to whom shares were transferred from the suspense account during the year\|-\|-\| \|Shareholders whose shares are transferred to the demat account of the IEPF Authority as per Section 124 of the Act\|-\|-\| \|Aggregate number of shareholders and the outstanding shares in the suspense account lying as on March 31, 2024\|26\|820\| The voting rights on the shares outstanding in the suspense account as on March 31, 2024, shall remain frozen till the rightful owner of such shares claims the shares. # xix. Transfer of unclaimed/unpaid amounts to the Investor Education and Protection Fund Pursuant to Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividend, if not claimed for a period of seven years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to IEPF. Further, all the shares in respect of which dividend has remained unclaimed for seven consecutive years or more from the date of transfer to unpaid dividend account shall also be transferred to IEPF Authority.
The said requirement does not apply to shares in respect of which there is a specific order of Court, Tribunal or Statutory Authority, restraining any transfer of the shares. In the interest of the shareholders, the Company sends periodical reminders to the shareholders to claim their dividends in order to avoid transfer of dividends/shares to IEPF Authority. Notices in this regard are also published in the newspapers and the details of unclaimed dividends and shareholders whose shares are liable to be transferred to the IEPF Authority, are uploaded on the Company's website https://iepfinvestorinfo.tcsapps.com/#/home. The details of unclaimed dividends and shares transferred to IEPF during FY 2024 are as follows: \|Financial year\|Amount of unclaimed dividend transferred\|Number of shares transferred\| \|---\|---\|---\| \|2015-16\|2,60,32,185\|41,294\| \|2016-17\|2,16,37,364\|15,191\| \|TOTAL\|4,76,69,549\|56,485\| Integrated Annual Report 2023-24 # Corporate Governance Report The Members who have a claim on above dividends and/or shares are requested to follow the below process: 1. Submit self-attested copies of documents provided in IEPF 5 helpkit, which is available on IEPF website (www.iepf.gov.in) to the Company / Registrar and Transfer Agent (RTA). 2. After verification of the aforesaid documents submitted, Company will issue an entitlement letter. 3. File Form IEPF-5 on IEPF website and send self-attested copies of IEPF-5 form along with the acknowledgement (SRN), Indemnity bond and entitlement letter to Company. 4. On receipt of the physical documents mentioned above, Company will submit e-Verification report, for further processing by the IEPF Authority. Members are requested to note that no claims shall lie against the Company in respect of the dividend/shares transferred to IEPF. The following table gives information relating to various outstanding dividends and the dates by which they can be claimed by the shareholders from the Company's RTA: \|Financial Year\|Date of declaration\|Last date for claiming unpaid dividend\| \|---\|---\|---\| \|2016-17\|June 16, 2017\|July 16, 2024\| \|2017-18\|July 13, 2017\|August 13, 2024\| \| \|October 12, 2017\|November 12, 2024\| \| \|January 11, 2018\|February 10, 2025\| \| \|June 15, 2018\|July 15, 2025\| \|2018-19\|July 10, 2018\|August 9, 2025\| \| \|October 11, 2018\|November 10, 2025\| \| \|January 10, 2019\|February 9, 2026\| \| \|June 13, 2019\|July 13, 2026\| \|2019-20\|July 9, 2019\|August 8, 2026\| \| \|October 10, 2019\|November 9, 2026\| \| \|January 17, 2020\|February 16, 2027\| \| \|March 10, 2020\|April 9, 2027\| \| \|June 11, 2020\|July 11, 2027\| \|2020-21\|July 9, 2020\|August 8, 2027\| \| \|October 7, 2020\|November 6, 2027\| \| \|January 8, 2021\|February 7, 2028\| \| \|June 10, 2021\|July 10, 2028\| \|2021-22\|July 8, 2021\|August 7, 2028\| \| \|October 8, 2021\|November 7, 2028\| \| \|January 12, 2022\|February 11, 2029\| \| \|June 9, 2022\|July 9, 2029\| \|2022-23\|July 8, 2022\|August 7, 2029\| \| \|October 10, 2022\|November 9, 2029\| \| \|January 9, 2023\|February 8, 2030\| \| \|June 29, 2023\|July 29, 2030\| \|2023-24\|July 12, 2023\|August 11, 2030\| \| \|October 11, 2023\|November 10, 2030\| \| \|January 11, 2024\|February 10, 2031\| # Plant locations In view of the nature of the Company's business viz. Information Technology (IT) Services and IT Enabled Services, the Company operates from various offices in India and abroad. The Company has a manufacturing facility at 17-B, Tivim Industrial Estate, Karaswada, Mapusa- Bardez, Goa. # Address for correspondence Tata Consultancy Services Limited 9th Floor, Nirmal Building, Nariman Point, Mumbai 400 021, India Telephone: +91 22 6778 9595 Designated e-mail address for Investor Services: [email protected] For queries on IEPF related matters: [email protected] Website: www.tcs.com Integrated Annual Report 2023-24 # Corporate Governance Report # DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANY'S CODE OF CONDUCT This is to confirm that the Company has adopted a Code of Conduct for its employees, including the Managing Director and Executive Directors. In addition, the Company has adopted a Code of Conduct for its Non-Executive Directors and Independent Directors. These Codes are available on the Company's website. I confirm that the Company has, in respect of the year ended March 31, 2024, received from the Senior Management Team of the Company and the Members of the Board a declaration of compliance with the Code of Conduct as applicable to them. K.
Krithivasan Chief Executive Officer and Managing Director DIN: 10106739 Mumbai, April 12, 2024 # Integrated Annual Report 2023-24 # Corporate Governance Report # PRACTISING COMPANY SECRETARIES' CERTIFICATE ON CORPORATE GOVERNANCE To the Members of Tata Consultancy Services Limited We have examined the compliance of the conditions of Corporate Governance by Tata Consultancy Services Limited ('the Company') for the year ended on March 31, 2024, as stipulated under Regulations 17 to 27, clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and para C, D & E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). With the relaxations granted by the Ministry of Corporate Affairs and Securities and Exchange Board of India, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the SEBI Listing Regulations for the year ended on March 31, 2024. We further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company. The compliance of the conditions of Corporate Governance is the responsibility of the management. Our examination was limited to the review of procedures and implementation thereof, as adopted by the Company for ensuring compliance with conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company. In our opinion and to the best of our information and according to the explanations given to us, and the representations made by the Directors and the management and considering. For Parikh & Associates Practising Company Secretaries P. N. Parikh FCS: 327 CP: 1228 UDIN: F000327F000095235 PR No.: 1129/2021 Mumbai, Date: 12.04.2024 Integrated Annual Report 2023-24 # Corporate Governance Report # CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS (Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) To, The Members Tata Consultancy Services Limited 9th Floor, Nirmal Building, Nariman Point, Mumbai 400 021 We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Tata Consultancy Services Limited having CIN L22210MH1995PLC084781 and having registered office at 9th Floor, Nirmal Building, Nariman Point, Mumbai 400 021 (hereinafter referred to as 'the Company'), produced before me/us by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. In our opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company & its officers We hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on March 31, 2024 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority. \|Sr. No.\|Name of Director\|DIN\|Date of Appointment in Company \| \|---\|---\|---\|---\| \|1.\|N Chandrasekaran\|00121863\|September 6, 2007\| \|2.\|K Krithivasan\|10106739\|June 1, 2023\| \|3.\|N Ganapathy Subramaniam\|07006215\|February 21, 2017\| \|4.\|O P Bhatt\|00548091\|April 2, 2012\| \|5.\|Aarthi Subramanian\|07121802\|March 12, 2015\| \|6.\|Dr. Pradeep Kumar Khosla\|03611983\|January 11, 2018\| \|7.\|Hanne Sorensen\|08035439\|December 18, 2018\| \|8.\|Keki Mistry\|00008886\|December 18, 2018\| \|9.\|Al-Noor Ramji\|08326836\|October 12, 2023\| the date of appointment is as per the MCA Portal. Ensuring the eligibility for the appointment/continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the Management has conducted the affairs of the Company. For Parikh & Associates Practising Company Secretaries P. N. Parikh Partner FCS No. 327 CP No. 1228 UDIN: F000327F000095246 PR No.: 1129/2021 Mumbai Date: 12.04.2024 Integrated Annual Report 2023-24 # Corporate Social Responsibility # Empowering Access to Opportunity # Overview We live in interesting times with technologies like Artificial Intelligence dominating the global conversation, the human impact of natural disasters calling attention to the need for climate adaptation, and a worldwide call to action for inclusive growth as economies transition post the pandemic.
TCS recognizes the power of technology, innovation, and human ingenuity in building a more equitable world. TCS believes that everyone is born with equal potential, but not equal opportunity and it is the vision of TCS to empower people and communities to build self-reliance while promoting the core values of fairness, equity, and respect for human rights. Integrated Annual Report 2023-24 # Corporate Social Responsibility This past year TCS has made significant progress in its mission, empowering over 7 million people through its CSR programs including big bets aimed at people with highest need, in communities where resources are low, while using its core strengths to make a meaningful impact. This resulted in upward socio-economic mobility for 797,749 people, building equitable and inclusive pathways for 405,775 women, 455,692 youth and 547,311 from marginalized groups. This was achieved by scaling TCS' high impact programs across India and 43 countries around the world, against four strategic themes (and eight focus areas): provide a 21st century education for all (Education and Research, Literacy to Livelihood), help citizens equitably access good jobs of tomorrow (Employment through Skilling, Digital Entrepreneurship), enable delivery of world class front-line services in poorest districts (Healthcare, Digital Inclusion), and accelerate the just transition to a green economy (Water, Climate and Sustainability). No one organization can do this alone, and TCS through its purpose ecosystem engaged the key stakeholders to support the needs of the local communities. TCS served 20,342 marginalized people through its Literacy as a Service program, empowering them through functional, financial, and digital literacy. Gaining self-confidence, dignity, and access to key citizen entitlements, they traversed a path from a vicious cycle of poverty, bonded labor, and harsh work conditions to charting their own course of savings and livelihood. The onus of building Responsible AI rests not with today's companies, workforce, and policy makers, but more so lies in the hands of the next generation of innovators. Empowering 6,209 teachers to inculcate computational thinking, Ignite my Future program of TCS prepared 312,966 students across five continents with foundational skills for the age of AI, while the goIT digital innovation program inspired 118,016 students across 42 countries apply 21st Century Skills and latest technologies like AI, IoT, and App Design to solve real-world problems in their community. The most gratifying aspect is 53% of these students are girls and 76% from underrepresented minorities. Gaining access to quality jobs in today's digital economy can often be a challenge, even for those educated from leading institutions. TCS imparted marketable skills, credentials, and valuable certifications to 23,297 rural youth from 24 states and union territories across India, coaching and mentoring them for industry readiness through its Youth Employment Program. Nearly half of these are women, improving their income opportunities and participation in economic growth. Across 1,735 villages in rural India, digital entrepreneurs from the TCS program 'BridgeIT', are earning their livelihood while providing much needed last-mile services to 312,175 beneficiaries such as access to citizen entitlements, banking, financial services, insurance, telehealth, telelaw, logistics, ecommerce and more. Expanding the program to 44 districts, a new cohort of 1,400 women entrepreneurs from socially marginalized background are gearing up to be catalysts to strengthen the rural economy. In a transformational year for community service, HOPE (Hours of Purpose by Employees), a TCS program saw volunteers contribute over 6.7 million hours to support the poor with basic necessities, to create better health outcomes for those who need help, to preserve and protect the environment, to empower better education, employment, entrepreneurship, and livelihoods for the marginalized. TCSers also built capacity and capability for over 50 social sector organizations through skills-based volunteering, providing in-kind digital, advisory and technology consulting services. TCS jointly served needy communities around the world through 138 purpose partnerships, working alongside other Tata Group companies, its customers, and like-minded organizations through its Business with Purpose program. TCS harnessed the wisdom of over 1,800 cross-sector leaders through 11 Digital Empowers thought leadership forums, using their collective wisdom to help advance advocacy and policy efforts globally. # Literacy as a Service (LaaS) \|Beneficiaries:\|19,761\| \|---\|---\| \|Preraks:\|581\| \|Vulnerable & marginalized:\|99%\| Inadequate adult literacy is a problem preventing India from achieving its full economic potential. Majority of the non-literate population comprises women, and from marginalized communities. TCS' Literacy as a Service (LaaS) program addresses non-literacy among adults and creates awareness of key citizen entitlements. It serves the dual purpose of improving the literacy rate in the country and promoting social inclusion and financial stability for marginalized communities.
LaaS' innovative teaching method leverages technology, the theory of cognition, and the laws of perception. The program's creative means of delivery uses animated graphic patterns for easy visual and auditory learning. Integrated Annual Report 2023-24 # Corporate Social Responsibility LaaS' modules include functional literacy (50-55 hours), financial literacy (5-7 hours), and awareness of key citizen entitlements (3-4 hours). These are currently available in nine Indian, and three foreign languages. Democratizing the literacy solution, TCS' Each one Empowers one portal provides TCS, Tata Group employees, and their families, the opportunity to empower non-literates such as security guards, domestic workers, and gardeners in their local community. Since its inception, LaaS has successfully paved the way to self-reliance for over 2.43 million learners and more than 201,600 facilitators through literacy. In FY 2024, LaaS empowered 20,342 learners (~99% women) with functional literacy, financial literacy, and awareness of key citizen entitlements. The program's transformational impact offers beneficiaries a path to financial independence, raises their self-esteem, and provides them the opportunity to be role models for their children. In addition, the program has also given neo-literates better access to government benefit schemes, and financial systems. # Literacy as a Service (LaaS) Case Study # Lighting up the Musahar Community with literacy Tara Devi, from Bhaipurkhurd village, in Mirzapur, Uttar Pradesh, used to work at a brick kiln, for 14-16 hours every day, along with her husband and children. The owner of the brick kiln exploited them and paid them inadequately. Lacking basic education, Tara and her family were unable to accurately calculate their wages and were dependent on middlemen. TCS' Literacy as a Service (LaaS), in partnership with Manav Sansadhan Evam Mahila Vikas Sansthan (MSEMVS), started a literacy program in Bhaipurkhurd. Tara Devi was rescued by MSEMVS, and she joined the TCS' literacy center at Bhaipurkhurd. Attending TCS' LaaS sessions every day, Tara Devi learned how to read basic Hindi and do simple arithmetic. MSEMVS assisted Tara in setting up a small general shop. She is now able to operate her microenterprise independently and personally maintain her book of accounts. Realizing the transformative power of education, Tara Devi inspires her children to take their education seriously. I had never thought that I would be able to leave the work at the brick kiln and open my own shop. Thanks to TCS' Literacy as a Service, I learned basic arithmetic, and today I can manage the accounts of my shop. Now I send my children to school every day. Tara Devi, Bhaipurkhurd village, Mirzapur, Uttar Pradesh \|Trained:\|19,900\| \|---\|---\| \|Under Training:\|3,397\| \|Placed:\|2,845\| \|Vulnerable & marginalized:\|49%\| The high unemployment rate among the youth, particularly from marginalized communities is a significant issue in modern India. Their employment prospects and their ability to participate in the digital economy are impacted by challenges such as limited opportunities, deficient communication skills, and a lack of technical expertise. TCS' Youth Employment Program (YEP) empowers the youth with its "Teach, Coach, Mentor and Place" model. Industry leaders and subject matter experts collaborate to deliver comprehensive training on business communication, aptitude, computer programming, and domain-specific skills. The program facilitates a seamless transition between the academic and professional worlds and elevates the beneficiaries' social and economic standing. By providing career guidance, mentoring, and offering access to market-relevant certifications and real-time projects, YEP equips the youth to navigate opportunities in the Indian job market. Since its inception, the program has: - Provided youth from marginalized groups across the country access to opportunities. - Enhanced the socio-economic status of more than 1,76,000 youth and their families. - Created specific career paths for the youth in Hospitality, Banking, Retail, and IT domains, to name a few. - Facilitated anytime and anywhere learning through the one-stop YEP portal. - Advanced the reputation of, and provided visibility to, YEP partner institutions. - Enabled continuous availability of a highly skilled talent pool for the industry. The program currently runs in 24 states and union territories of India. In FY 2024, 19,900 students were trained, of which 49% were women and from groups qualified for affirmative action programs. Over 2,845 students have gained employment in the IT/ITES and other domains. # Corporate Social Responsibility # Youth Employment Program (YEP) Case Study Puja Bhairu Kamble, is from Solapur. After her graduation, she embarked on her dream to join the police force. However, she failed the examinations and was left disappointed, her dreams shattered.
Her father who was a security guard at Tata Consultancy Services, informed her about a program designed to assist recent graduates find employment. Puja was advised to send her resume to see if she qualified for the training. Soon after, she received an invitation to the "Youth Employment Programme" (YEP) orientation. There she met other enthusiastic young individuals who shared similar career dreams. YEP helped enhance her analytical, numerical, and communication skills. Throughout the training, she also acquired fundamental skills such as time management, work-life balance, and corporate etiquette. She learned the significance of creating an outstanding resume and received guidance on conduct during interviews. Upon completing the training, she appeared for the TCS recruitment drive and was selected for a position at TCS's Vikhroli office. Her feeling of joy was immeasurable. Puja dedicates her success to YEP and all the TCSers who helped her. # BridgeIT A major achievement of BridgeIT in FY 2024 was the agreement between TCS and Humana People to People India (HPPI), to empower 1,400 rural youth from socially and economically marginalized communities across 14 districts of Bihar, Jharkhand, and Rajasthan, by building their capacities to become digital entrepreneurs. A TCS Entrepreneur Network (TEN) was created to encourage collaborative knowledge sharing and revenue generation ideas among existing and future entrepreneurs. The TCS team connects regularly with the entrepreneurs for this purpose. Training modules were created and conducted on topics such as Cyber Security, Cyber Crime, DTP, and Canva. An in-house guidebook to learn and adopt new ways to generate income has also been developed. Additionally, Digital Entrepreneur Learning Intervention (DELI), the TCS in-house training curriculum, and content for future training programs has also been created. In FY 2024, 348 active digital entrepreneurs (of which 41% comprise women and 77% hail from marginalized communities) served 1,735 villages, offering services to 312,175 beneficiaries like document generation, government scheme enrollment, online form filling, and banking transactions, among others. # BridgeIT Case Study # Shashi Kujur - Digital Mukhiya Shashi Kujur is today a beacon of empowerment in Kura. While Shashi like many women from her community married young, she was different. Driven by the ambition to achieve something significant in life, she delayed starting a family with her husband. In 2020, on hearing news of TCS's BridgeIT, Shashi decided to enroll in the program. Equipped with training, a laptop, and determination, she transformed a room in her home into a digital service hub. \|Entrepreneurs\|348\| \|---\|---\| \|Beneficiaries served by entrepreneurs\|312,175\| \|Vulnerable & marginalized\|88%\| Launched a decade ago, TCS' BridgeIT program addresses the socio-economic divide in India by creating rural digital entrepreneurs. These digipreneurs use information technology to help citizens in local communities avail government entitlements by providing financial and digital services in education, employment, and adult literacy, enabling social integration. Operating in 29 districts across 10 states, the program focuses on addressing social inequities, particularly among women and marginalized communities. By creating entrepreneurs in rural India, BridgeIT solves for rural India, in rural India. Initially offering a few services, Shashi gradually expanded to offer 24 services to her community, including PAN cards and financial services. With time, Shashi gained recognition in her village. Her success propelled her to run for Mukhiya in Jharkhand, earning the moniker of "Digital Mukhiya." Shashi's journey exemplifies the enabling and transformative potential of women's agency and entrepreneurship in shaping and uplifting their communities. I started with apprehensions, but with determination, I became the 'Digital Mukhiya' of my village. Proud to empower women, bring change, and make an impact through entrepreneurship. Shashi Kujur, Kura village, Latehar, Jharkhand Integrated Annual Report 2023-24 # Corporate Social Responsibility # go Innovate Together (goIT) Students: 118,016 \| Educators: 3,632 Vulnerable & marginalized: 76% Around the world, there are more jobs in STEM and the computer sciences than there are qualified candidates to fill them. There is also a lack of understanding of what goes into becoming a STEM or computer science professional. The National Science Foundation predicts that 80% of the jobs that will be created in the next decade will require skills in mathematics and science. TCS' flagship digital innovation and career readiness program, go Innovate Together (goIT), prepares students with the skills and capabilities required to pursue careers of the future. Through the goIT Artificial Intelligence curriculum, the engagement gave them hands-on experience with machine learning and classification modelling. It also helped them employ creativity and problem-solving skills to create potential sustainable solutions to problems in their community.
Demonstrating how computer science topics are increasingly gaining appeal with girls gives TCS hope for the future of the industry. # Ignite My Future (IMF) File: AR_TCS_2023_2024.md Through engaging design workshops and custom mentorship experiences, goIT helps students by challenging stereotypes and inspiring these future leaders to pursue the careers of tomorrow. goIT helps students develop core skills in partnerships with school districts, using a four-pronged model which includes, in-person or virtual volunteer-driven engagements, round the year goIT online connects, monthly challenges centered around the UN SDGs and mentorship by industry professionals from TCS. The impact metrics from participating students reinforce the success of the program, with 89% aspiring to pursue STEM careers post-program, 96% believing they can create positive community impact, and 99% learning new skills from TCS mentor volunteers. goIT's transformative journey helps shape the future of STEM education. Since its launch in 2009, goIT has benefitted 263,282 students with a growing presence across 42 countries. FY 2024 was the most impactful year for goIT, benefitting 121,648 students and educators around the world. Students: 312,966 \| Educators: 6,209 Vulnerable & marginalized: 64% The world is evolving at a tremendous pace, and now more than ever, young people require 21st-century skills, such as computational thinking, to keep abreast with the changing times, create avenues for new jobs, and explore possibilities for economic equity. Emerging technologies like GenAI highlight how core school subjects alone will no longer be enough. # go Innovate Together (goIT) Case Study Record-breaking female participation in Honolulu Statistics reveal that women represent fewer than 28% of the world's technology workforce, a fact echoed by even lower numbers in the U.S. That is why goIT's achievement in one middle school in Honolulu, Hawaii, sends such a strong message. goIT's first-ever classroom program in Hawaii, with a group that comprised 75% girls, featured the highest ratio of attending girls ever achieved in a goIT co-ed offering. TCS partnered with St. Andrews schools to bring goIT to 4th and 6th grade students, who spent three months working their way. Computational thinking is a foundational skill that prepares students to think, solve, and create. TCS' Ignite My Future (IMF) is a pioneering endeavor to empower educators through a transdisciplinary approach that integrates computational thinking into core subjects like mathematics, science, art, and social studies. Offered for free, IMF enables educators to teach students equitably. The program highlights the importance of computational thinking as a critical skill in a changing world with complex problems that require thoughtful solutions. Through TCS volunteering and customer engagements with program partners, IMF brings career pathways to life by creating awareness for students on potential careers. IMF consistently engages with educators and students through the Learning Leaders network, family STEM nights, and special student projects. # 122 Corporate Social Responsibility This year, IMF introduced a new offering: Behind the Scenes, a virtual field trip model that empowers teachers with high-quality video and activity content to inspire students as they become today's problem solvers in tomorrow's world. The first-ever Behind the Scenes content is designed in partnership with a fellow Tata Group company, Jaguar Land Rover, through Jaguar TCS Racing partnership via the ABB FIA Formula E World Championship. # Employee Volunteering Program Since its inception in 2017, IMF has positively impacted over 2.32 million teachers and students around the world. In FY 2024, IMF benefited 312,966 students and 6,209 educators across ANZ, APAC, India, LATAM, North America, and UK & Ireland. # Ignite My Future (IMF) Case Study - Igniting Futures at full speed: cross-sector efforts that inspire generations Ignite My Future At Track is a novel program within the IMF universe of resources that offers teachers and students the opportunity to peep behind the scenes and discover how STEM careers can be fully compatible with someone's passion for something, like motor sports. Thanks to cross-sector efforts, TCS gave IMF alumni and IMF Learning Leaders the opportunity to witness firsthand how the Jaguar TCS Racing Team uses problem-solving strategies in computational thinking to ensure a successful race. Students' interest in STEM careers grew by 40%. 75% felt more likely to use computational thinking strategies in real-life situations, and 100% of teachers in the immediate community showed newly acquired interest in the program. It is said that "it takes a village to raise a child" and Ignite My Future's efforts make sure no child is left behind. Volunteering has a new home at TCS.
Hours of Purpose by Employees (HOPE) is a transformational movement that allows TCS' growing, highly skilled, and diverse personnel to champion purpose projects and give back to society. The program transformed volunteering from an occasional activity into a strategic force for positive change. Through HOPE, employees can choose activities in different localities, along with corporate-driven programs, primarily focused on the 17 UN SDGs. All HOPE projects are guided, monitored, and driven by 'Purpose Councils' comprising leaders from regions and business units who believe in the Tata Ethos of giving back to society. TCS believes that HOPE's strong, purpose-driven ecosystem is vital to create change that will stand the test of time and generate positive impact. # TCS: #1 company for volunteers Through HOPE, TCS became the leading company for volunteers. For the first time, multiple volunteering events (over 250) were organized under one platform, allowing 182,000 volunteers to choose what they volunteer for, how they volunteer (DIY/virtual/in-person), and who they volunteer with (friends and family). Since I was introduced to Ignite My Future by my teacher in the classroom, I felt there was a difference in my day to day living. Computational Thinking was something I could use in my daily problems too. Then, when I realized I was going to be given the chance to be part of Ignite My Future At Track, I discovered how interesting the world of STEM is and how it's not just what you see in a book. Not only am I a big fan of race cars now, but I am also sure I am going to pursue a career in STEM now. Tomás F Middle School Student, IMF alumni, México # And miles to go… In FY 2024, HOPE resulted in a collective impact of 6.72 million volunteer hours, primarily addressing six SDGs. The platform reached 11.17 PCVH (Per Capita Volunteering Hours) and positively impacted 5.41 million lives. As more TCSers and their friends and family join hands with HOPE, striving to be purposeful stewards of their communities, this movement is set to continuously grow and touch more lives. # Hours of Purpose by Employees (HOPE) # Volunteer Testimonial Hours of Purpose by Employees (HOPE) is a wonderful initiative to celebrate the efforts of people who work selflessly to bring about positive change in society. Personally, participating and contributing hours to HOPE initiatives allowed me to be a part of the community and provided me with a sense of belonging. Going to NGOs and working with the team members helped unite my teams of young volunteers who want to build a better society and put a smile on the faces of beneficiaries. Integrated Annual Report 2023-24 # Corporate Social Responsibility a feeling of satisfaction every time I look back at the work I did, to serve my community and my family. I strongly encourage young people to volunteer and help others, because just as volunteering helps others, it also helps us discover skills we didn't know we had, such as communication, team building, and interpersonal skills. MSR Murthy TCS Hyderabad I used to be shy, now I can speak English". These words were said by a young adult who attended FlyHigh, a soft skills development volunteering program for underprivileged students in a government school in Indore. TCS employees went to the school for 15 days to take classes and help the students gain confidence in speaking English. During the valedictory ceremony, students spoke about their experience of attending FlyHigh and shared how the program helped them overcome their shyness and fear of speaking in English. # Hours of Purpose by Employees (HOPE) # Volunteering Story Prachi Nawale has been actively volunteering for the SGNP Adivasi Child Education Program to support underprivileged children by providing educational sponsorship. Her mission is to take education to marginalized children from indigenous communities and help them make the transition to a brighter future. Prachi and her team at TCS collaborated with DoorStepSchool, an NGO, to identify children and provide academic tuition, sponsored by a TCS Purpose Partner, a global energy organization, to provide primary and secondary education to children from indigenous regions or Adivasi Padas at the Sanjay Gandhi National Park, Mumbai. The team also celebrates festivals and organizes various activities for these children like donation drives with clothes, stationery, and toys, as well as food distribution events. Prachi finds it heartening that in the 10 years of their association with this group, many of the children have completed their secondary and higher secondary education.
She is particularly proud of one of the students, who is now pursuing her higher studies with support from Prachi and the team. A dedicated volunteer and a shining ray of HOPE, Prachi believes that sharing is caring. Ayush Shrivastava CIU/Indore I believe in the philosophy of "sharing is caring." Early in life, my parents cultivated in me the value of generosity. This encouraged me to work for societal well-being. I am blessed to have a wonderful family who always supports me and participates in HOPE activities along with me. Giving back to society gives me immense joy and fills me with a sense of fulfillment. I feel blessed and grateful for all that I have. Prachi Nawale TCS Mumbai Through Tech4HOPE, TCS provides pro-bono advisory and technology consulting services to organizations and non-profits that seek to create socio-environmental impact. Integrated Annual Report 2023-24 # Corporate Social Responsibility Non-profits are enabled to use technology to enhance their reach and become sustainable. Working closely with key stakeholders, TCS understands their needs and builds software tools to help them establish a digital presence, build operational transparency, raise funds easily, and improve efficiency. Tech4HOPE has generated millions of dollars of 'social value' since its inception. In Australia, the Indigenous population is most affected by urbanization. According to the Closing the Gap report, Aboriginal and Torres Strait Islander people have on average shorter lifespan of 10-17 years, primarily due to lack of proper nutrition. Using environmentally sustainable technology, TCS developed a website for Food Ladder, an organization that provides communities access to fresh, nutrient-rich produce. The development of this new website enables Food Ladder to reach anyone, anywhere, and on any device. TCS provided pro bono data governance consulting services to First Book, a non-profit based in Washington, D.C., that provides books and other resources to classrooms, libraries, and programs serving children in need. Through a deep-dive inquiry, TCS recommended quick-to-implement improvements and long-term strategic solutions to bring First Book's data governance efforts up to best-practice standards. It marked a beneficial step in helping First Book ensure stronger stakeholder relations and greater availability of funding and books for the children. In FY 2024, 65 "LwP's" from Canada and the U.S. and 11 from U.K & Ireland graduated after intense in-classroom and online learning, followed by five months of hands-on work on real-world social impact projects. # Business with Purpose (BwP) Business with Purpose (BwP) is an accelerator for social good and creates impact-driven 'Purpose Partnerships' through its unique framework. These partnerships address societal needs including education, skill development, and employment with TCS' customers, Tata Group companies, and other like-minded organizations. Business with Purpose helps partner organizations meet their purpose commitment and give back to society. This provides collaborating organizations social positive opportunities in sync with their community goals. TCS leverages its expertise to develop contextual solutions for pressing societal issues and fosters partnerships with customer leaders to generate wide-reaching, long-term, and sustainable impact. Bringing the company's strategic programs, like go Innovate Together (goIT), Ignite My Future (IMF), and Youth Employment Program (YEP) to Purpose Partnerships helps TCS serve underserved communities further. In FY 2024, more than 345 customer leaders, including 70 senior executives, participated in different Corporate Social Responsibility initiatives, globally. TCS has joined forces with the KidsRights Foundation in Amsterdam to introduce an innovative digital platform aimed at inspiring young changemakers and promoting awareness of children's rights. The platform, named State of Youth Kids, was launched globally in September 2023. The edutainment platform expands on the existing KidsRights' platform for youth between the ages of 12 to 24 years and now offers a dedicated space for children aged 6 to 12 years, who have the passion and courage to learn how to change the world for the better. The free learning portal provides age-tailored videos about the most pressing issues faced by the youth such as bullying, food waste, sexism, physical punishment, mental health, greenhouse gases, and more. # Digital Empowers # The Power of Digital Transformation: Inspiring Collaboration and Empowering Change Digital Empowers is a collaborative platform of impact that brings renowned industry experts, business leaders, government officials, non-profit organizations, and academia together from across the world. Being a thought leadership initiative, the ingenuity and resources of the private sector, the innovative capacity of technologists, and the collective assets of governments, non-profit organizations, and civil society are brought together to create social impact. # Leaders with Purpose (LwP) Leaders with Purpose (LwP) is a nine-month immersive civic leadership learning and practice journey.
It is designed to nurture the skills of TCS employees to lead societal change. The program equips participants with leadership, communication, and project management skills required for a sustained commitment to social impact. Through interactive classes and capstone projects, LwP cultivates a sense of social responsibility among participants. Upon graduating, participants are empowered to conduct their professional lives focusing on generating positive social change. The platform fosters innovation, drives societal growth, and unlocks the potential of the digital age, allowing community leaders to co-create and co-innovate solutions for social impact. Through the 11 dynamic convenings and forums, attended by around 1877 visionary leaders over the last year, TCS has driven impactful conversations and collaborations on pressing issues including, bridging the digital divide, informing national policies in India to promote education and entrepreneurship, and equipping adults and the youth with AI. A comprehensive report was released to highlight key digital empowerment insights and advancements from the past year. Integrated Annual Report 2023-24 # Corporate Social Responsibility In the autumn of 2023, Digital Empowers orchestrated a transformative webinar, "Seeds of Change: Cultivating Generational Shifts through Literacy." The lineup featured distinguished speakers including, the Joint Secretary of the Department of School Education and Adult Literacy, the CEO of Pratham Education Foundation, and the Chief Social Responsibility Officer of TCS. # Seeds of Change In FY 2024, the program has impacted 227,413 people from underprivileged communities and enabled them with better livelihoods. # Digital Impact Square (DISQ) - Zero Project Awardee 2024 DISQ, a TCS Initiative, is an incubation program for early-stage startups which focuses on community inclusion. Young innovators are provided skill-building, mentorship and seed funds for solutions including assistive technology for persons with disabilities. Since 2017, DISQ has nurtured and supported several Assistive Tech startups and impacted 100,000+ disabled and their caregivers. DISQ received the #zeroprojectaward - Innovative Solution 2024 at the #ZeroConference for removing barriers and improving accessibility for disabled people and participated in the #ZeroConference. The award ceremony was held at the United Nations Office in Vienna where TCS shared the stage with awardees from 43 countries globally. This recognition acknowledges the ground-breaking work done by TCS' Assistive Tech Startups. The virtual gathering brought an audience of more than 700 together. The participants included central and regional government representatives of India, Tata Group employees, members of NGOs, foundations, corporate entities, students, and more. In the webinar, along with showcasing the essence of its CSR initiatives, TCS underscored the profound impact of its cross-sector collaborations in positively transforming the lives of countless individuals. # Social Innovation # Health and Wellness TCS inculcates a healthy lifestyle among its employees and communities by offering work-life balance and providing support for emotional wellness. When people feel psychologically safe, they build positive workplace relationships, realize their potential, proactively take on responsibilities, and make meaningful contributions to society. Programs like HOPE, Fit4Life, SafetyFirst, and TCS Cares help create awareness about physical and emotional well-being. These programs also provide employees the opportunity to engage with the community purposefully. Social Innovation at TCS is based on the belief that social change and inclusion are critical to people everywhere. TCS utilizes its intellectual and technological capital to generate transformational impact globally by providing digital services to social organizations, pro bono. TCS leverages its vast contextual knowledge, as well as the collective knowledge from a diverse network of subject matter experts, to deliver innovative solutions for specific problems that are unique to the community in question. Statista forecasts that by 2050, seniors will account for a third of Singapore's population. TCS launched Seniors Lab, a pilot digital program for integrated senior care to help seniors live and age with confidence, in partnership with Sree Narayana Mission (SNM) in Singapore. Designed to address rising healthcare costs, Seniors Lab leverages technology to create an integrated care delivery system that lowers the cost of delivering care while helping the seniors of SNM lead safer, more comfortable, and independent lives. In FY 2024, TCS in Australia completed two projects that digitally enabled the Indigenous communities. TCS is working with the Indigenous partnerships team and research teams at the Australian Institute of Marine Science (AIMS) at Bindal Country (Townsville), Larrakia Country (Darwin) and Whadjuk Noongar Country (Perth) to build a "Northern Australia Marine Monitoring Alliance (NAMMA)" digital platform. This platform will leverage AIMS' research and operations in alliance with Aboriginal and Torres Strait Islander groups to provide training and build capacity in marine monitoring.
It will enable Traditional Owners to understand changes to their sea country better and sustain their determination in preserving marine environments across Australia. As part of the CANSupport initiative, TCS Malaysia joined hands with the National Cancer Society Malaysia (NCSM), to develop the first-ever digital solution to improve care for children with cancer. This groundbreaking initiative is in partnership with the Ministries of Health and Transport of Malaysia. TCS worked with NCSM to develop a technologically driven one-stop platform for all cancer-specific services connecting doctors and caregivers in Malaysia. The new digital solution can be accessed by any caregiver or newly diagnosed cancer patient. TCS' transformations at Tata Medical Center, Kolkata, and Cancer Institute, Chennai, facilitated 173,449 new patient consultations in FY 2024. # 126 Corporate Social Responsibility # Contributions to Disaster Relief Efforts Disaster relief efforts are crucial in mitigating the impact of natural and human-made catastrophes. TCS extended its support by mobilizing resources and offering aid to several affected areas to help restore stability and hope. TCS continued its partnership with the American Red Cross, providing disaster response training on Mass Care, Sheltering and Feeding as well as on Hands Only CPR awareness and Fire Safety. TCSers supported the community in the aftermath of the Hawaii Wildfire, bringing relief to over 1,600 residents. The TCS NYC Marathon also saw the largest ever fundraising in support of the Greater NY Region chapter of the Red Cross. In Canada, TCS volunteers participated in MapSwipe sessions helping pinpoint where critical infrastructure and populations are located for mappers. This helps disaster responders offer efficient and effective responses. Volunteers also supported Red Cross' Mobile Food Clinic to fill hampers and pack food items. In February 2024, a large fire affected the communes of Valparaíso, Viña del Mar, Quilpué and Villa Alemana, in the Valparaíso Region in Chile. This has been categorized as one of the largest disasters in the country in the last 30 years. TCS Chile joined the aid campaign with the Chilean Red Cross, generating aid for non-perishable food and cleaning supplies that helped provide immediate assistance to multiple families affected by the wildfire. Integrated Annual Report 2023-24 # Business Responsibility & Sustainability Report In May 2022, TCS became the first company to publish the Business Responsibility and Sustainability Report (BRSR) to provide investors with enhanced disclosures about its ESG practices. The BRSR framework is based on the National Guidelines for Responsible Business Conduct (NGRBC) and consists of three sections: - Section A provides a broad overview of the business, its offerings, business and operations footprint, employees, related parties, Corporate Social Responsibility (CSR) and transparency. - Section B covers management and process disclosures related to the businesses aimed at demonstrating the structures, policies and processes put in place towards adopting the NGRBC Principles and Core Elements. - Section C provides indicator-wise disclosures mapped to the nine principles of NGRBC which are listed at the start of Section B. # SECTION A: GENERAL DISCLOSURES # I. Details of the listed entity1 \|1.\|Corporate Identity Number (CIN) of the Listed Entity:\|L22210MH1995PLC084781\| \|---\|---\|---\| \|2.\|Name of the Listed Entity:\|Tata Consultancy Services Limited (TCS)\| \|3.\|Year of incorporation:\|1995\| \|4.\|Registered office address:\|9th Floor, Nirmal Building, Nariman Point, Mumbai 400 021, India\| \|5.\|Corporate address:\|TCS House, Raveline Street, Fort, Mumbai 400 001, Maharashtra, India.\| \|6.\|E-mail:\|[email protected]\| \|7.\|Telephone:\|+91 22 6778 9595\| \|8.\|Website:\|www.tcs.com\| \|9.\|Financial year for which reporting is being done:\|2023-24\| \|10.\|Name of the Stock Exchange(s) where shares are listed:\|National Stock Exchange of India Limited and BSE Limited\| \|11.\|Paid-up Capital:\|₹361.81 crore\| \|12.\|Name and contact details (telephone, email address) of the person who may be contacted in case of any queries on the BRSR report:\|- Name: Milind Lakkad - Designation: Chief Human Resources Officer - Telephone number: +91 22 67789999 - E-mail id: [email protected] \| # Business Responsibility & Sustainability Report # 13. Reporting boundary This BRSR Report is prepared on a consolidated basis. The reporting boundary for the current year has been revised as compared to previous year. TCS has evaluated and does not believe that this change is material both qualitatively and quantitatively to the reporting under BRSR and GRI. The information/data measurement techniques used, and the basis of calculations and estimates have been mentioned in the relevant sections of this report. There are certain restatements due to change in approach and methodology. The effects and reasons have been included under the respective Principles of this report. These restatements would enable consistency and comparability of information for the current year and previous year. # 14.
Name of assurance provider KPMG Assurance and Consulting Services LLP, Mumbai (KPMG). # 15. Type of assurance obtained BRSR Core Indicators- Reasonable assurance; Select BRSR Indicators- Limited assurance. # II. Products/services # 16. Details of business activities (accounting for 90% of the Turnover) TCS provides IT services, consulting and business solutions to many of the world's largest businesses in their transformational journeys. Segment revenues, year on year growth, a brief commentary and segment margins are provided in the Financial Performance Overview section of Management Discussion and Analysis, which is a part of this Integrated Annual Report. # 17. Products/Services sold by the entity (accounting for 90% of the entity's Turnover) Application Development and Maintenance, Consulting and Service Integration, Digital Transformation Services, Cognitive Business Operations & Products and Platforms. Some of the services broadly map to The National Industrial Classification (NIC) codes 6201, 6202, 6209 and 6311. # III. Operations # 18. Number of locations where plants and/or operations/offices of the entity are situated \|Location\|Number of plants\|Number of offices\|Total\| \|---\|---\|---\|---\| \|National\|1\|119\|120\| \|International\|Not Applicable (NA)\|187\|187\| Includes Delivery centres # 19. Markets served by the entity a. Number of locations \|Locations\|Number\| \|---\|---\| \|National (No. of States)\|28 States and 8 Union Territories\| \|International (No. of Countries)\|53\| b. What is the contribution of exports as a percentage of the total turnover of the entity? 94.4% c. A brief on types of customers TCS works with leading corporations across the world- typically Fortune 1000, Global 2000 corporations and the public sector. In India, TCS works with departments of the Government of India and various state governments, systemically important entities and the private sector. # IV. Employees # 20. Details as at the end of Financial Year: FY 2023-24 a. Employees (including differently abled) \|S/N\|Particulars\|Total (A)\|Male\|% (B / A)\|Female\|% (C / A)\| \|---\|---\|---\|---\|---\|---\|---\| \|1.\|Permanent (D)\|6,01,546\|3,87,448\|64.4\|2,14,098\|35.6\| \|2.\|Other than Permanent (E)\|30,312\|19,168\|63.2\|11,144\|36.8\| \|3.\|Total employees (D + E)\|6,31,858\|4,06,616\|64.4\|2,25,242\|35.6\| File: AR_TCS_2023_2024.md * All of TCS' workforce is categorized as 'Employees' and none as 'Workers'. * 'Other than Permanent' category includes individuals on direct TCS contracts or through 3rd party. 2 GRI 2-2 3 GRI 2-4 4 GRI 2-5 5 GRI 2-6 6 GRI 2-7, GRI 2-8, GRI 405-1 Integrated Annual Report 2023-24 # Business Responsibility & Sustainability Report # 21. Differently abled Employees: \|S/N\|Particulars\|Total (A)\|Male\|% (B / A)\|Female\|% (C / A)\| \|---\|---\|---\|---\|---\|---\|---\| \|1.\|Permanent (D)\|986\|740\|75.1\|246\|24.9\| \|2.\|Other than Permanent (E)\|9\|7\|77.8\|2\|22.2\| \|3.\|Total differently abled employees (D + E)\|995\|747\|75.1\|248\|24.9\| * Numbers mentioned above are based on voluntary disclosures by employees. * Differently abled includes hearing, visual, locomotor, orthopedic and others. # 22. Participation/Inclusion/Representation of women \|Total (A)\|No. and percentage of Females\|No. (B)\|% (B / A)\| \|---\|---\|---\|---\| \|Board of Directors\|9\|2\|22.2\| \|Key Management Personnel\|4\|0\|0\| * Key Management Personnel (KMP) includes Chief Executive Officer and Managing Director (CEO & MD), Chief Operating Officer and Executive Director (COO & ED), Chief Financial Officer (CFO) and Company Secretary (CS). # 23. Turnover rate for permanent employees \|FY 2023-24\|Male\|Female\|Total\| \|---\|---\|---\|---\| \|Permanent Employees\|12.5%\|12.5%\|12.5%\| \|FY 2022-23\|Male\|Female\|Total\| \|Permanent Employees\|20.2%\|20.1%\|20.2%\| \|FY 2021-22\|Male\|Female\|Total\| \|Permanent Employees\|17.3%\|17.7%\|17.4%\| * Turnover rates are last twelve months IT Services for all above-mentioned financial years. # V. Holding, Subsidiary and Associate Companies (including joint ventures) # 23. Names of holding / subsidiary Tata Sons Private Limited is a holding company. Refer to Form AOC-1 provided in this Integrated Annual Report for the list of subsidiary companies. All subsidiary companies participate in the Business Responsibility initiatives of the Company. # VI. CSR Details # 24. (i) Whether CSR is applicable as per section 135 of Companies Act, 2013: Yes # (ii) Turnover (in `) : `2,40,893 crore # (iii) Net worth (in `) : `90,489 crore 7 GRI 405-1 8 GRI 401-1 9 GRI 2-2 # 130 Business Responsibility & Sustainability Report # VII. Transparency and Disclosures Compliances # 25.
Complaints/Grievances on any of the principles (Principles 1 to 9) under the National Guidelines on Responsible Business Conduct: \|Stakeholder group from whom complaint is received\|Grievance Redressal Mechanism in Place (Yes/No)\|FY 2023-24\|FY 2022-23\| \|---\|---\|---\|---\| \|Communities\|Yes\|<br/>Number of complaints filed during the year\|0\| \|Number of complaints pending resolution at close of the year\|0\| \|Number of complaints filed during the year\|0\| \|---\|---\| \|Number of complaints pending resolution at close of the year\|0\| Investors (other than shareholders) NA \|Number of complaints filed during the year\|NA\| \|---\|---\| \|Number of complaints pending resolution at close of the year\|NA\| \|Number of complaints filed during the year\|NA\| \|---\|---\| \|Number of complaints pending resolution at close of the year\|NA\| Shareholders Yes# \|Number of complaints filed during the year\|128\| \|---\|---\| \|Number of complaints pending resolution at close of the year\|4\| \|Number of complaints filed during the year\|178\| \|---\|---\| \|Number of complaints pending resolution at close of the year\|4\| Employees Yes# \|Number of complaints filed during the year\|1,171\| \|---\|---\| \|Number of complaints pending resolution at close of the year\|31\| \|Number of complaints filed during the year\|735\| \|---\|---\| \|Number of complaints pending resolution at close of the year\|11\| Customers Yes# \|Number of complaints filed during the year\|64\| \|---\|---\| \|Number of complaints pending resolution at close of the year\|13\| \|Number of complaints filed during the year\|80\| \|---\|---\| \|Number of complaints pending resolution at close of the year\|14\| Value Chain Partners Yes# \|Number of complaints filed during the year\|3\| \|---\|---\| \|Number of complaints pending resolution at close of the year\|0\| \|Number of complaints filed during the year\|6\| \|---\|---\| \|Number of complaints pending resolution at close of the year\|0\| Grievances and Concerns for FY 2022-23 mentioned are for TCS' India operations, excluding non-wholly owned subsidiaries. #https://on.tcs.com/WhistleBP # 26. Overview of the entity's material responsible business conduct issues Please indicate material responsible business conduct and sustainability issues pertaining to environmental and social matters that present a risk or an opportunity to your business, rationale for identifying the same, approach to adapt or mitigate the risk along-with its financial implications, as per the following format \|S/N\|Material issue identified\|Indicate whether risk or opportunity (R/O)\|Rationale for identifying the risk/opportunity\|In case of risk, approach to adapt or mitigate\| \|---\|---\|---\|---\|---\| \|Kindly refer the "Enterprise Risk Management section" in Management Discussion and Analysis, which is a part of this Integrated Annual Report.\|Kindly refer the "Enterprise Risk Management section" in Management Discussion and Analysis, which is a part of this Integrated Annual Report.\|Kindly refer the "Enterprise Risk Management section" in Management Discussion and Analysis, which is a part of this Integrated Annual Report.\|Kindly refer the "Enterprise Risk Management section" in Management Discussion and Analysis, which is a part of this Integrated Annual Report.\|Kindly refer the "Enterprise Risk Management section" in Management Discussion and Analysis, which is a part of this Integrated Annual Report.\| Financial implications of the risk or opportunity (Indicate positive or negative implications) 10 GRI 2-16, GRI 2-25, GRI 2-26 11 GRI 3-2 12 GRI 3-3 13 GRI 201-2 Integrated Annual Report 2023-24 # Business Responsibility & Sustainability Report # SECTION B: MANAGEMENT AND PROCESS DISCLOSURES This section describes the structures, policies and processes aligned to nine principles of business responsibility. These briefly are as follows: - P1 Business should conduct and govern themselves with Ethics, Transparency and Accountability - P2 Businesses should provide goods and services that are safe and contribute to sustainability throughout their life cycle - P3 Businesses should promote the wellbeing of all employees - P4 Businesses should respect the interests of, and be responsive towards all stakeholders, especially those who are disadvantaged, vulnerable and marginalized - P5 Businesses should respect and promote human rights - P6 Business should respect, protect, and make efforts to restore the environment - P7 Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible manner - P8 Businesses should support inclusive growth and equitable development - P9 Businesses should engage with and provide value to their customers and consumers in a responsible manner # Disclosure Questions \|Disclosure Questions\|P1\|P2\|P3\|P4\|P5\|P6\|P7\|P8\|P9\| \|---\|---\|---\|---\|---\|---\|---\|---\|---\|---\| \|1. a. Whether your entity's policy/policies cover each principle and its core elements of the NGRBCs. (Yes/No)\|Y\|Y\|Y\|Y\|Y\|Y\|Y\|Y\|Y\| \|b. Has the policy been approved by the Board? (Yes/No)\|Y\|Y\|Y\|Y\|Y\|Y\|Y\|Y\|Y\| \|c.
Web Link of the Policies, if available\|P1 to P9: Tata Code of Conduct P1: Whistleblower Policy P2: Green Procurement Policy, Sustainable Supply chain Policy P3 and P5: Occupational Health & Safety Policy, Employees related Policies P4 and P8: CSR Policy P6: Environmental Sustainability Policy\|P1 to P9: Tata Code of Conduct P1: Whistleblower Policy P2: Green Procurement Policy, Sustainable Supply chain Policy P3 and P5: Occupational Health & Safety Policy, Employees related Policies P4 and P8: CSR Policy P6: Environmental Sustainability Policy\|P1 to P9: Tata Code of Conduct P1: Whistleblower Policy P2: Green Procurement Policy, Sustainable Supply chain Policy P3 and P5: Occupational Health & Safety Policy, Employees related Policies P4 and P8: CSR Policy P6: Environmental Sustainability Policy\|P1 to P9: Tata Code of Conduct P1: Whistleblower Policy P2: Green Procurement Policy, Sustainable Supply chain Policy P3 and P5: Occupational Health & Safety Policy, Employees related Policies P4 and P8: CSR Policy P6: Environmental Sustainability Policy\|P1 to P9: Tata Code of Conduct P1: Whistleblower Policy P2: Green Procurement Policy, Sustainable Supply chain Policy P3 and P5: Occupational Health & Safety Policy, Employees related Policies P4 and P8: CSR Policy P6: Environmental Sustainability Policy\|P1 to P9: Tata Code of Conduct P1: Whistleblower Policy P2: Green Procurement Policy, Sustainable Supply chain Policy P3 and P5: Occupational Health & Safety Policy, Employees related Policies P4 and P8: CSR Policy P6: Environmental Sustainability Policy\|P1 to P9: Tata Code of Conduct P1: Whistleblower Policy P2: Green Procurement Policy, Sustainable Supply chain Policy P3 and P5: Occupational Health & Safety Policy, Employees related Policies P4 and P8: CSR Policy P6: Environmental Sustainability Policy\|P1 to P9: Tata Code of Conduct P1: Whistleblower Policy P2: Green Procurement Policy, Sustainable Supply chain Policy P3 and P5: Occupational Health & Safety Policy, Employees related Policies P4 and P8: CSR Policy P6: Environmental Sustainability Policy\|P1 to P9: Tata Code of Conduct P1: Whistleblower Policy P2: Green Procurement Policy, Sustainable Supply chain Policy P3 and P5: Occupational Health & Safety Policy, Employees related Policies P4 and P8: CSR Policy P6: Environmental Sustainability Policy\| \|2. Whether the entity has translated the policy into procedures. (Yes / No)\|Y\|Y\|Y\|Y\|Y\|Y\|Y\|Y\|Y\| \|3. Do the enlisted policies extend to your value chain partners? (Yes/No)\|Y\|Y\|Y\|Y\|Y\|Y\|Y\|Y\|Y\| \|4. Name of the national and international codes/certifications/labels/standards (e.g. Forest Stewardship Council, Fairtrade, Rainforest Alliance, Trustea) standards (e.g. SA 8000, OHSAS, ISO, BIS) adopted by your entity and mapped to each principle.\|Y\|Y\|Y\|NA\|Y\|Y\|NA\|NA\|NA\| \|5. Specific commitments, goals and targets set by the entity with defined timelines, if any.\|N\|N\|Y\|N\|N\|Y\|N\|N\|N\| \|6. Performance of the entity against the specific commitments, goals and targets along-with reasons in case the same are not met.\|NA\|NA\|Y\|NA\|NA\|Y\|NA\|NA\|NA\| # Footnotes 1. GRI 2-23 2. Tata Code of Conduct 3. Whistleblower Policy 4. Sustainability Strategy 5. HR policies available to employees on Ultimatix, TCS Intranet 6. Global CSR Policy 7. Environmental Sustainability 8. GRI 2-24 9. GRI 2-23 10. TATA Code of Conduct 11. iQMSTM, TCS' Integrated Quality Management System, comprehensively integrates the requirements and best practices of the latest industry models, frameworks and standards such as ISO 9001:2015, ISO 20000:2018, ISO 27001:2013, ISO 22301:2019, ISO 27701:2019, ISO 20017:2015, ISO 27018:2019, CMMI® DEV v2.0 and CMMI® SVC v2.0; Health Safety and Environment Standards ISO 14001:2015, ISO 45001:2018; as well as industry domain specific standards such as AS9100 (Aerospace), TL9000 (Telecom) and ISO 13485 (Medical Devices). 12. ISO 45001:2018 13. TCS is aligned with international laws, principles, and norms, including those contained in the Universal Declaration of Human Rights, ILO Declaration on Fundamental Principles and Rights at Work, United Nations Guiding Principles on Business and Human Rights and are a signatory to the UN Global Compact (UNGC) since 2006. 14. ISO 14001:2015 at 129 locations representing 84.9% of TCS office footprint, ISO 50001:2018 at 22 campuses and large offices in India 15. GRI 3-3 16. TCS's OHS targets and performance are detailed in Section 8 (a) of Principle 3 17. 70% Reduction in absolute Scope 1 + Scope 2 emissions (vs base year 2016), Net zero by 2030 18. 80% Reduction from FY 2016 for scope 1 and 2 emissions and Renewable energy use at 74% in FY 2023-24 # Business Responsibility & Sustainability Report # Governance, leadership and oversight # 7. Statement by director responsible for the business responsibility report, highlighting ESG related challenges, targets and achievements "In an era where Environmental, Social and Governance (ESG) are shaping the future of the enterprise, TCS has long embedded ESG principles into its core business strategy thereby future proofing its operations.
TCS understands the importance of giving back to the communities it serves. TCS is actively involved in education, healthcare, and skill development through its social impact programs, and it adheres to the highest standards of corporate governance, transparency, accountability, and ethical conduct through the core of its operations. The Company's ESG roadmap is an ongoing aspiration as TCS' ESG principles and initiatives go beyond compliance, and it is a fundamental part of our identity as a responsible corporate citizen." N G Subramaniam, Chief Operating Officer and Executive Director (COO & ED) To read more about TCS' ESG Principles, Material Topics and Initiatives, kindly refer to the Sustainability Disclosures section, which is a part of this Integrated Annual Report. # 8. Details of the highest authority responsible for implementation and oversight of the Business Responsibility policy (ies) Mr. Milind Lakkad, Chief Human Resources Officer # 9. Does the entity have a specified Committee of the Board/ Director responsible for decision making on sustainability related issues? (Yes / No). If yes, provide details The Stakeholders' Relationship Committee (SRC) of the Board is responsible for decision making on sustainability related issues. Refer to Corporate Governance Report for additional information on SRC. # 10. Details of Review of NGRBCs by the Company: \|Subject for Review\|Indicate whether review was undertaken by Director (D) Committee of the Board (C) / Any Other Committee (O) / Board of Directors (B)\|Frequency: Annually (A) / Half yearly (H) / Quarterly (Q) / Any other - please specify\| \|---\|---\|---\| \|Performance against above policies and follow up action\|C\|Q\| \|Compliance with statutory requirements of relevance to the principles, and rectification of any non-compliances\|Statutory Compliance Certificate on applicable laws is provided by the CEO & MD to the Board of Directors.\|Quarterly\| # 11. Has the entity carried out independent assessment / evaluation of the working of its policies by an external agency? (Yes/No). If yes, provide name of the agency. N Y Y N N Y N N N TUV India Pvt Ltd. conducted the ISO 45001:2018 certification audit. TUV India Pvt Ltd. conducted the ISO 45001:2018 and ISO 50001:2018 certification audits. # 12. If answer to question (1) above is "No" i.e. not all Principles are covered by a policy, reasons to be stated: NA # SECTION C: PRINCIPLE WISE PERFORMANCE DISCLOSURE # PRINCIPLE 1: Businesses should conduct and govern themselves with integrity, and in a manner that is Ethical, Transparent and Accountable. # Essential Indicators # 1. Percentage coverage by training and awareness programs on any of the Principles during the financial year: \|Segment\|Total number of training and awareness programs held *\|Topics / principles covered under the training and its impact\|%age of persons in respective category covered by the awareness programs\| \|---\|---\|---\|---\| \|Board of Directors (BoD)\|15\|All\|100\| \|Key Managerial Personnel (KMP)\|23\|All\|100\| \|Employees other than BoD and KMP\|25,768\|All\|98\| # Business Responsibility & Sustainability Report All nine principles laid down in BRSR are covered by TCS mandatory trainings and Tata Code of Conduct (TCoC), which are adhered to by all employees. Awareness programs covering the applicable principles were held and attended by the Board of Directors. The count is based on the total number of relevant offering of Virtual / Instructor Led Training programs in the learning management system, conducted in FY 2023-24, covering any of the nine principles tailor-made based on Roles. # 2. Details of fines / penalties / punishment/ award/ compounding fees/ settlement amount paid in proceedings (by the entity or by directors / KMPs) with regulators/ law enforcement agencies/ judicial institutions, in the financial year, in the following format (Note: the entity shall make disclosures on the basis of materiality as specified in Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as disclosed on the entity's website): NIL # 3. Of the instances disclosed in Question 2 above, details of the Appeal/ Revision preferred in cases where monetary or non-monetary action has been appealed. NA # 4. Does the entity have an anti-corruption or anti-bribery policy? If yes, provide details in brief and if available, provide a web-link to the policy. Yes. The TCoC contains guidelines on anti-bribery and anti-corruption. TCS is committed to upholding the highest moral and ethical standards, and does not tolerate bribery or corruption in any form. The policy is available on the Company's website at: https://on.tcs.com/Tata-Code-Of-Conduct Additionally, there is an Anti-Bribery and Anti-Corruption Policy, governing TCS' global operations available to employees on the company's local intranet. # 5.
Number of Directors/KMPs/employees/workers against whom disciplinary action was taken by any law enforcement agency for the charges of bribery / corruption: \| \|FY 2023-24\|FY 2022-23\| \|---\|---\|---\| \|Directors\|NIL\|NIL\| \|KMP\|NIL\|NIL\| \|Employees\|NIL\|NIL\| Restated to exclude cases which are not directly connected to the conduct of Company's business or if connected, are not charged or convicted yet. # 6. Details of complaints with regard to conflict of interest: \| \|FY 2023-24\|Remarks\|FY 2022-23\|Remarks\| \|---\|---\|---\|---\|---\| \|Number of complaints received in relation to issues of Conflict of Interest of the Directors\|NIL\|NA\|NIL\|NA\| \|Number of complaints received in relation to issues of Conflict of Interest of the KMPs\| \| \| \| \| # 7. Provide details of any corrective action taken or underway on issues related to fines / penalties / action taken by regulators/ law enforcement agencies / judicial institutions, on cases of corruption and conflicts of interest. NA # 8. Number of days of accounts payables [(Accounts payable 365) / Cost of goods/services procured] in the following format: \| \|FY 2023-24\|FY 2022-23\| \|---\|---\|---\| \|Number of days of accounts payable\|32\|35\| Trade payable excluding accrued expenses 39 GRI 2-27 40 GRI 2-23, GRI 205-2 41 GRI 205-3 Integrated Annual Report 2023-24 # Business Responsibility & Sustainability Report # 9. Open-ness of business Provide details of concentration of purchases and sales with trading houses, dealers, and related parties along-with loans and advances & investments, with related parties, in the following format: \|Parameter\|Metrics\| \|FY 2023-24 (%)\|FY 2022-23 (%)\| \|---\|---\|---\|---\|---\| \|Concentration of Purchases\|a. Purchases from trading houses as % of total purchases\| \|NIL\|NIL\| \|b. Number of trading houses where purchases are made from\| \| \|NIL\|NIL\| \|c. Purchases from top 10 trading houses as % of total purchases from trading houses\| \| \|NIL\|NIL\| \|Concentration of Sales\|a. Sales to dealers / distributors as % of total sales\| \|NIL\|NIL\| \|b. Number of dealers / distributors to whom sales are made\| \| \|NIL\|NIL\| \|c. Sales to top 10 dealers/distributors as % of total sales to dealers / distributors\| \| \|NIL\|NIL\| \|Share of RPTs in\|a. Purchases (Purchases with related parties / Total Purchases)\| \|5.1\|2.8\| \|b. Sales (Sales to related parties / Total Sales)\| \| \|2.3\|1.9\| \|c. Loans & advances (Loans & advances given to related parties / Total loans & advances)\| \| \|45.3\|5.6\| \|d. Investments (Investments in related parties / Total Investments made)\| \| \|NIL\|NIL\| # Leadership Indicators # 1. Awareness programs conducted for value chain partners on any of the Principles during the financial year: Total number of Awareness programs held 3,409 Topics / Principles covered under the training Principle 3: Awareness on safe work at height, use of personal protective equipment, First-aid & medical emergency, incident reporting, housekeeping awareness, slip, trip, falls, health awareness, electrical safety, ergonomics and manual material handling, chemical safety, food safety, noise and indoor air quality monitoring, HSE legal requirement, lock-out and tag-out, permit to work, road safety etc. % age of value chain programs partners covered (by value of business done with such partners) under the awareness programs 100 % value chain partners were covered by training on various Occupational Health and Safety (OH&S) topics (including induction). Principle 6: Environmental Awareness - Overview- noise pollution, energy conservation, waste disposal and air pollution. # 2. Does the entity have processes in place to avoid / manage conflict of interests involving members of the Board? (Yes/No) If Yes, provide details of the same. Yes. Kindly refer to the section titled "Material aspects of Corporate Governance and TCS' approach to them" in the Corporate Governance Report within the Integrated Annual Report. Integrated Annual Report 2023-24 # Business Responsibility & Sustainability Report # PRINCIPLE 2 : Businesses should provide goods and services in a manner that is sustainable and safe # Essential Indicators 1. Percentage of R&D and capital expenditure (capex) investments in specific technologies to improve the environmental and social impacts of product and processes to total R&D and capex investments made by the entity, respectively. \| \|FY 2023-24\|FY 2022-23\|Details of improvements in environmental and social impacts\| \|---\|---\|---\|---\| \|Total R&D\|2,751 (` crore)\|2,500 (` crore)\|TCS' investments in research and innovation have resulted in solutions like Envirozone™, Clever Energy and IP2™. TCS has been using Clever Energy for the last several years to monitor and help reduce its energy consumption and is now commercially selling it and the other two solutions to clients to help them achieve their sustainability goals.\| \|Total Capex\|2,650 (` crore)\|3,063 (` crore)\|Capital investments in infrastructure, including energy efficiency and other environmental initiatives.\| 2. Does the entity have procedures in place for sustainable sourcing? (Yes/No) 3. Yes.
TCS' Sustainable Supply Chain policy and Green Procurement policy outlines its commitment to making its supply chain more responsible and sustainable. The policies are available on TCS website: \|TCS Policy\|Web link\| \|---\|---\| \|Sustainable Supply Chain policy\|https://on.tcs.com/SSCP\| \|Green Procurement policy\|https://on.tcs.com/GPP\| If yes, what percentage of inputs were sourced sustainably? Describe the processes in place to safely reclaim your products for reusing, recycling and disposing at the end of life, for (a) Plastics (including packaging) (b) E-waste (c) Hazardous waste and (d) other waste. This is not relevant to TCS global operations as the Company is primarily an IT services organization providing software services and do not manufacture any physical products. As the Company provides software services through its office-based operations, it procures off-the-shelf items or products, which after their end of life are disposed off as per sustainable waste management practices. This is in line with the concept of circularity through waste minimization, segregation, reuse, recycling, and ecofriendly disposal according to regulatory requirements and industry best practices. Whether Extended Producer Responsibility (EPR) is applicable to the entity's activities (Yes / No). If yes, whether the waste collection plan is in line with the Extended Producer Responsibility (EPR) plan submitted to Pollution Control Boards? If not, provide steps taken to address the same. No. This is not applicable to TCS as the Company provides software services and do not have any physical products as part of its offerings to customers. 42 GRI 308-1 43 GRI 306-2 # Integrated Annual Report 2023-24 # Business Responsibility & Sustainability Report # Leadership Indicators 1. Has the entity conducted Life Cycle Perspective / Assessments (LCA) for any of its products (for manufacturing industry) or for its services (for service industry)? If yes, provide details in the following format? No. This is not applicable to TCS. TCS does not have any physical products as a part of its offerings to customers. TCS is primarily an IT services organization and products, if any, are typically software products. Hence the applicability of life-cycle approach to TCS' core operations is rather limited. Application of a life cycle approach is hence restricted to the services and products procured by TCS for its own operations. Most of the product categories procured are off-the-shelf items. Hence, the life cycle philosophy as extended to these include green procurement considerations as a part of the technical specifications for purchase and end-of-life management to maximize recycling. 2. If there are any significant social or environmental concerns and/or risks arising from production or disposal of your products / services, as identified in the Life Cycle Perspective / Assessments (LCA) or through any other means, briefly describe the same along-with action taken to mitigate the same. TCS is a provider of IT consulting services and business solutions. No social or environmental concerns are associated with the use of its offerings. Details of the environmental footprint of TCS' operations and mitigation steps are provided as part of disclosures under Principle 6. 3. Percentage of recycled or reused input material to total material (by value) used in production (for manufacturing industry) or providing services (for service industry). \|Indicate Input material\|Recycled or re-used input material to total material\| \| \|---\|---\|---\| \|Materials* used in brownfield projects\|FY 2023-24 (%)\|FY 2022-23 (%)\| \| \|20-25\|20-25\| \|Materials** used in greenfield projects\|FY 2023-24 (%)\|FY 2022-23 (%)\| \| \|30-35\|30-35\| Brownfield projects- Gypsum, Ceiling Tiles, Glass, Kota Flooring, Vitrified Tiles, Carpet, MS Railing, Workstations, Marine Plywood, Common Plywood, Chairs, Laminate, MDF, Doors *Greenfield Projects- Cement, Steel, RCC, Structural Steel, Paver blocks, AAC Block, Solid Blocks, Gypsum, Ceiling Tiles, Glass, Kota Flooring, Vitrified Tiles, Carpet, MS Railing, Workstations, Marine Plywood, Common Plywood, Chairs, Laminate, MDF, Doors 4. Of the products and packaging reclaimed at end of life of products, amount (in metric tonnes) reused, recycled, and safely disposed, as per the following format: NA, as TCS does not have physical products as a part of its offerings. 5. Reclaimed products and their packaging materials (as percentage of products sold) for each product category. NA, as TCS does not have physical products as a part of its offerings. 44 GRI 306-2 Integrated Annual Report 2023-24 # Business Responsibility & Sustainability Report # PRINCIPLE 3: Businesses should respect and promote the well-being of all employees, including those in their value chains # Essential Indicators # 1. a.
Details of measures for the well-being of employees45: \|Category\|Total (A)\|Health Insurance (B)\|Accident Insurance (C)\|Maternity benefits (D)\|Paternity benefits (E)\|Day care facilities (F)\| \|---\|---\|---\|---\|---\|---\|---\| \|Permanent Employees\| \|3,76,337\|3,69,413\|12,923\|89,173\|0\| \|Male\|3,87,448\|97.1%\|95.3%\|3.3%\|23.0%\|NA\| \|Female\|2,14,098\|2,06,600\|2,04,662\|2,10,382\|6,257\|0\| \|Total\|6,01,546\|5,82,937\|5,74,075\|2,23,305\|95,430\|0\| File: AR_TCS_2023_2024.md \|Other than Permanent Employees\|All the value chain partners adhere to the required statutory compliance in the countries in which TCS operates. TCS monitors and tracks the compliance of value chain partners, as per applicable local laws.\|All the value chain partners adhere to the required statutory compliance in the countries in which TCS operates. TCS monitors and tracks the compliance of value chain partners, as per applicable local laws.\|All the value chain partners adhere to the required statutory compliance in the countries in which TCS operates. TCS monitors and tracks the compliance of value chain partners, as per applicable local laws.\|All the value chain partners adhere to the required statutory compliance in the countries in which TCS operates. TCS monitors and tracks the compliance of value chain partners, as per applicable local laws.\|All the value chain partners adhere to the required statutory compliance in the countries in which TCS operates. TCS monitors and tracks the compliance of value chain partners, as per applicable local laws.\|All the value chain partners adhere to the required statutory compliance in the countries in which TCS operates. TCS monitors and tracks the compliance of value chain partners, as per applicable local laws.\| \|Male\|Each geography complies with the social security measures as prescribed by the respective countries in which TCS operates.\|Each geography complies with the social security measures as prescribed by the respective countries in which TCS operates.\|Each geography complies with the social security measures as prescribed by the respective countries in which TCS operates.\|Each geography complies with the social security measures as prescribed by the respective countries in which TCS operates.\|Each geography complies with the social security measures as prescribed by the respective countries in which TCS operates.\|Each geography complies with the social security measures as prescribed by the respective countries in which TCS operates.\| \|Female\|In India, Paternity Leave benefit is applicable only to employees of the erstwhile TCS e-Serve Limited.\|In India, Paternity Leave benefit is applicable only to employees of the erstwhile TCS e-Serve Limited.\|In India, Paternity Leave benefit is applicable only to employees of the erstwhile TCS e-Serve Limited.\|In India, Paternity Leave benefit is applicable only to employees of the erstwhile TCS e-Serve Limited.\|In India, Paternity Leave benefit is applicable only to employees of the erstwhile TCS e-Serve Limited.\|In India, Paternity Leave benefit is applicable only to employees of the erstwhile TCS e-Serve Limited.\| \|Total\|In Overseas geographies, for certain countries, employees irrespective of gender can avail either Maternal or Paternal benefits and thus covered under both Maternal and Paternal benefits.\|In Overseas geographies, for certain countries, employees irrespective of gender can avail either Maternal or Paternal benefits and thus covered under both Maternal and Paternal benefits.\|In Overseas geographies, for certain countries, employees irrespective of gender can avail either Maternal or Paternal benefits and thus covered under both Maternal and Paternal benefits.\|In Overseas geographies, for certain countries, employees irrespective of gender can avail either Maternal or Paternal benefits and thus covered under both Maternal and Paternal benefits.\|In Overseas geographies, for certain countries, employees irrespective of gender can avail either Maternal or Paternal benefits and thus covered under both Maternal and Paternal benefits.\|In Overseas geographies, for certain countries, employees irrespective of gender can avail either Maternal or Paternal benefits and thus covered under both Maternal and Paternal benefits.\| \| \|In Overseas geographies, employees have an option to voluntarily opt out of insurance benefits, as per the country in which TCS operates.\|In Overseas geographies, employees have an option to voluntarily opt out of insurance benefits, as per the country in which TCS operates.\|In Overseas geographies, employees have an option to voluntarily opt out of insurance benefits, as per the country in which TCS operates.\|In Overseas geographies, employees have an option to voluntarily opt out of insurance benefits, as per the country in which TCS operates.\|In Overseas geographies, employees have an option to voluntarily opt out of insurance benefits, as per the country in which TCS operates.\|In Overseas geographies, employees have an option to voluntarily opt out of insurance benefits, as per the country in which TCS operates.\| \| \|TCS does not offer day care facilities on its premises. TCS has location-wise tie-ups with third-party run day care centers, which employees can avail.\|TCS does not offer day care facilities on its premises.
TCS has location-wise tie-ups with third-party run day care centers, which employees can avail.\|TCS does not offer day care facilities on its premises. TCS has location-wise tie-ups with third-party run day care centers, which employees can avail.\|TCS does not offer day care facilities on its premises. TCS has location-wise tie-ups with third-party run day care centers, which employees can avail.\|TCS does not offer day care facilities on its premises. TCS has location-wise tie-ups with third-party run day care centers, which employees can avail.\|TCS does not offer day care facilities on its premises. TCS has location-wise tie-ups with third-party run day care centers, which employees can avail.\| # b. Spending on measures towards well-being of employees and workers (including permanent and other than permanent) in the following format - \|Cost incurred on well-being measures as a % of total revenue of the Company\|FY 2023-24\|FY 2022-23\| \|---\|---\|---\| \| \|1.7%\|1.7%\| * Employee salary/wages during Parental benefits are included. * All expenditures related to staff welfare including Employee Insurance, Benefits, Rewards, Reimbursement and other staff related expenditures excluding salary/wages. # 2. Details of retirement benefits, for Current Financial Year and Previous Financial Year46. \|Benefits\|FY 2023-24\|FY 2022-23\| \|---\|---\|---\| \|India retirement benefits\|No. of employees covered as a % of total employees\|No. of employees covered as a % of total employees\| \|Provident Fund (PF)\|100\|100\| \|Gratuity\|100\|100\| \|Employee State Insurance (ESI)\|6\|5\| \|Superannuation (SA)\|6\|6\| \|National Pension Scheme (NPS)\|2\|2\| \|Overseas retirement benefits\|99\|-\| For FY 2022-23 information mentioned are for TCS' India operations, excluding non-wholly owned subsidiaries. * FY 2023-24 numbers on PF, Gratuity, ESI, SA and NPS are specific to India Geography as these benefits are specific to India. * Each geography has its own retiral benefits / social security measures extended to the employees in compliance with the local governing laws in which TCS operates. # Business Responsibility & Sustainability Report # 3. Accessibility of workplaces Are the premises / offices of the entity accessible to differently abled employees and workers, as per the requirements of the Rights of Persons with Disabilities Act, 2016 (RPWD 2016 Act)? If not, whether any steps are being taken by the entity in this regard. Yes. All TCS-owned premises have accessibility provided as per the RPWD 2016 Act. # 4. Does the entity have an equal opportunity policy as per the Rights of Persons with Disabilities Act, 2016? If so, provide a web-link to the policy. Yes. The Tata Code of Conduct can be accessed at: https://www.tcs.com/tata-code-of-conduct. Additionally, there is a Disability Inclusion Policy, governing TCS' India operations mapped to the RPWD 2016 Act, available to employees on the Company's local intranet. # 5. Return to work and Retention rates of permanent employees that took parental leave \|Gender\|Permanent employees\|Return to work rate (%)\|Retention rate (%)\| \|---\|---\|---\|---\| \|Male\| \|100.0\|92.9\| \|Female\| \|99.9\|93.0\| \|Total\| \|99.9\|92.9\| * Return to work: Rate of employees who joined back from their parental leave in FY 2023-24. * Retention Rate: Of the employees "Returned to Work", % of employees those who are employed with TCS at the end of FY 2023-24. * Parental leave includes maternity, paternity and adoption leave. # 6. Is there a mechanism available to receive and redress grievances for the following categories of employees and workers? If yes, give details of the mechanism in brief. \| \|Yes/No\|(If Yes, then give details of the mechanism in brief)\| \|---\|---\|---\| \|Permanent Employees\|Yes\|Employees can use the "Employee Concerns" application to log their grievances in TCS internal portal, which is addressed by the respective stakeholders within the stipulated timelines.\| \|Other than Permanent Employees\|Yes\|Non-permanent employees can raise the grievances through e-mail to the concerned stakeholders.\| # 7. Membership of employees and worker in association(s) or Unions recognised by the listed entity \|Category\| \|FY 2023-24#\|Total employees in respective category (A)\|No. of employees in association(s) or Union (B)\|% (B / A)\|FY 2022-23\|Total employees in respective category (C)\|No. of employees in association(s) or Union (D)\|% (D/ C)\| \|---\|---\|---\|---\|---\|---\|---\|---\|---\|---\| \|Total Permanent Employees\|6,01,546\|6,997\|1.2\|5,23,842\|55\|0.01\| \| \| \| \|Male\|3,87,448\|4,698\|1.2\|3,34,825\|55\|0.02\| \| \| \| \|Female\|2,14,098\|2,299\|1.1\|1,89,017\|0\|0.00\| \| \| \| For FY 2022-23 information mentioned are for TCS' India operations, excluding non-wholly owned subsidiaries. # Numbers mentioned above are based on voluntary disclosures by employees. 47 GRI 401-3 48 GRI 2-16, GRI 2-25, GRI 2-26 49 GRI 2-30 Integrated Annual Report 2023-24 # Business Responsibility & Sustainability Report # 8.
Details of training given to employees50: \|Category\| \|FY 2023-24\| \| \|FY 2022-23\| \| \| \| \| \|---\|---\|---\|---\|---\|---\|---\|---\|---\|---\| \| \|Total (A)\|On Health and Safety Measures\|On Skill Upgradation\| \|Total (D)\|On Health and Safety Measures\|On Skill Upgradation\| \| \| \|Employees\|3,87,448\|3,74,988\|96.8\|3,25,397\|84.0\| \| \| \| \| \|Male\| \| \| \| \|3,93,771\|3,88,587\|98.7\|3,49,717\|88.8\| \|Female\|2,14,098\|2,06,519\|96.5\|1,76,807\|82.6\| \| \| \| \| \|Total\|6,01,546\|5,81,507\|96.7\|5,02,204\|83.5\| \| \| \| \| For FY 2022-23 information mentioned are for TCS' global operations, excluding non-wholly owned subsidiaries. # 9. Details of performance and career development reviews of employees51: \|Category\|FY 2023-24\| \| \|FY 2022-23\| \| \| \|---\|---\|---\|---\|---\|---\|---\| \| \|Total (A)#\|No. (B)\|% (B/A)\|Total (C)\|No. (D)\|% (D/C)\| \|Employees\|3,42,187\|3,26,639\|95.5\|2,53,389\|2,48,055\|97.9\| \|Male\|1,86,739\|1,72,919\|92.6\|1,43,140\|1,36,061\|95.1\| \|Female\|5,28,926\|4,99,558\|94.4\|3,96,529\|3,84,116\|96.9\| For FY 2022-23 information mentioned are for TCS' India operations, excluding non-wholly owned subsidiaries. # Column A represents employees eligible for annual performance review and excludes new joiners with less than a year in the company. # 10. Health and safety management system: a. Whether an occupational health and safety management system has been implemented by the entity? (Yes/ No). If yes, the coverage of such system52? Yes. TCS is certified to ISO 45001:2018 Occupational Health and Safety (OHS) Management System standard across 129 of its facilities worldwide in FY 2023-24. These certified locations constitute 84.9% of office footprint and 89.6% of people footprint operating from these locations. TCS has a well-defined OHS policy and supporting processes to ensure the safety and well-being of its employees. Safety lead and lag indicators are measured across the organization and reported (refer table below for targets and performance). The board-level Stakeholders' Relationship Committee reviews the Company's health and safety performance on a half yearly basis. Over 89.6% of the workforce is represented in joint management-employee health and safety committees that monitor, advise and drive occupational, health and safety initiatives. 50 GRI 403-5, GRI 404-1, GRI 404-2 51 GRI 404-3 52 GRI 403-1 *TCS has offices that are spread across various geographies. Delivery centers with >200 seats from India and >50 seats from overseas were considered as a criteria for certification. # Business Responsibility & Sustainability Report # OHS targets and performance: \|Objectives\|Goals\|Indicator\|Target\|Performance in FY24 (Target achieved Yes / No)\| \|---\|---\|---\|---\|---\| \|Incident reporting and implementation of remedial measures\|Reporting of workplace safety observations and near miss cases\|Number of cases\|Increase in number of reporting\|Yes. 53.9% increase in reporting of near-misses and safety observations compared to previous year, due to increased awareness amongst employees\| \|Building a safety culture and inculcating safe work practices among associate & facility management contractors\|Providing training for associate and contractors\|Hours of training for associates\|1 hour per associate per year\|Yes. 1 hour per associate per year (mandatory OHS web-based training)\| \| \| \|Hours of training for contract staff\|2 hours per contract staff per year\|Yes. 4.9 hours of training per contract staff achieved in the year\| \| \|Creating general OHS awareness\|Number of awareness communication\|1 awareness communication per quarter\|Yes. Communication on OHS campaigns done once a quarter\| \| \| \|Number of awareness campaign\|1 awareness campaign per quarter\|Yes. One campaign per quarter\| \|Providing safe workplaces\|H&S inspections for all the sites\|Number of inspections\|Annual inspection per site\|Yes. 1 inspection at each site.\| # b. What are the processes used to identify work-related hazards and assess risks on a routine and non-routine basis by the entity? As a part of its ISO 45001:2018 compliant Occupational Health and Safety Management System, TCS has a documented procedure to carry out assessment of work-related hazards and risks for all routine and non-routine activities carried out at any location. Hazard and risk identification is carried out by the process owners in consultation with the safety experts. The process owners are responsible to ensure adequate controls are identified and implemented to control the identified OHS risks. Mitigation plan and controls are provided to eliminate the identified hazards and risks. # c. Whether you have processes for workers to report the work related hazards and to remove themselves from such risks. (Y/N) Yes. TCS has a safety incident reporting and management process to ensure that all work-related incidents (which include accidents, near-misses, unsafe conditions and unsafe acts) are reported and closed after taking necessary corrective actions. This is enabled through an online safety incident reporting tool which is accessible to all TCS employees to facilitate transparent reporting. The platform also supports incident investigation and corrective action with the perspective of eliminating hazards and preventing incidents. The awareness to employees on incident reporting is created during induction, mandatory OHS web-based training (WBT) and communication through mailers during monthly theme on incident reporting.
The action owners are also sensitized on the importance of taking corrective action within given timelines with the perspective of eliminating hazards and ensuring mitigation plan is implemented. TCSers can also report their health and safety related issues or concerns through an internal Admin Helpdesk and these issues are resolved by the concerned action owner within prescribed timelines. They can also e-mail their concerns to the Corporate HSE e-mail ID and communicate with local health and safety teams. # d. Do the employees of the entity have access to non-occupational medical and healthcare services? (Yes/ No) Yes. TCS recognizes that overall physical and mental wellbeing of its employees is integral to its success and growth aspirations. TCS has taken a holistic approach to well-being to cover mental health, ergonomic health, physical health, delivered through digital channels, hospital insurance services, occupational health services and through seamless integration of all stakeholders. TCS has occupational health centers (OHC) at TCS facilities in India. The employees and contractors at these facilities have access to non-occupational medical and healthcare services as well. During the year, TCS facilitated several virtual specialist consultations with gynecologists, and gastroenterologists with whom employees can book pre-scheduled appointments and avail the services. These consulting services have helped employees to a large extent during their return to the offices. 53 GRI 403-2 54 GRI 403-6 # Integrated Annual Report 2023-24 # Business Responsibility & Sustainability Report Beyond the OHCs, TCS provides comprehensive medical and healthcare services to employees through the Company-funded medical insurance to employees and their dependents. In overseas geographies, non-occupational medical and healthcare services are provided as per the country regulations. To enable physical fitness, TCS has recreational facilities and gymnasiums at many of its facilities; it organized yoga programs such as online sessions, sun salutation challenge and personalized yoga training; continued to run the Fit4Life program with daily workout sessions, walking and running challenges. # Mental well being TCS, through its TCS Cares initiative, instituted programs for employees and their families to help cope with mental stress and anxiety. Online counselling sessions and self-help resources help employees facing high distress levels through empathetic support by HR, managers, and peers. Emotional well-being (EWB) leaves are available to employees who need them. TCS Cares mental health wellness web-based training (WBT) was completed by many employees during the year. Multiple manager and HR sensitization trainings and masterclasses by experts were included as part of the psychologically safe workplaces initiative. Senior leadership engagement continued through the Cares Leadership Program, One to One Care coaching and the Weekly Care nudges. The Cares Peer Support program for training associates to be emotional health first aiders was also launched. The Global Mental Health month was observed in October where multiple offerings on the theme of "Compassion & Empathy" were carried out through TCS Calendar events. # 11. Details of safety related incidents Typical to any service sector company operating out of office-based premises, most common injuries occur due to slips, trips and falls or being struck by stationary objects, road accidents in company provided transport. TCS ensures capturing all types of incidents including accidents, near-misses and safety observations and ensuring 100% closure of the reported incidents with appropriate corrective and preventive actions. The safety incident statistics is given below - \|Safety Incident/Number\|Category\|FY 2023-24\|FY 2022-23\| \|---\|---\|---\|---\| \|Lost Time Injury Frequency Rate (LTIFR) (per one million-person hours worked)\|Employees\|0.009\|0.016\| \|Total recordable work-related injuries\|Employees\|23\|46\| \|No. of fatalities\|Employees\|1#\|0\| \|High consequence work-related injury or ill-health (excluding fatalities)\|Employees\|0\|0\| #Fatality related to a road accident in company provided transport. Data excludes accounting for <2% headcount, where TCS does not have operational control. # 12. Describe the measures taken by the entity to ensure a safe and healthy workplace TCS recognizes that occupational, health and safety (OHS) and overall physical and mental wellbeing of its employees is integral to its success and growth aspirations as spelled out in its OHS Policy. TCS is committed to provide safe workplaces focusing on preventing injuries, illnesses, and continuously strives to eliminate hazards and reduce OHS risks. There are no major H&S risks associated with TCS' operations as software solutions and IT services provider which operates from offices. Key workplace safety risks include fire safety in buildings, office safety risks such as slips / trips / falls and electrical safety (e.g. electric shock) from use of office equipment and road safety risks during commutes in company-provided vehicles. Key occupational health related risks are associated with workplace ergonomics, indoor air quality and workplace illumination.
Hazard identification and risk assessment processes are conducted to identify each such risks and ensure that proper mitigation measures are put in place to create a healthy and safe work environment. Some of the mitigation measures to prevent or mitigate significant occupational H&S impacts include: - Provision and maintenance of fire detection, alarm and suppression systems. - Regular site review, inspections and audits to assess safety preparedness. - Regular mock drills for fire, earthquake, bomb threat as well as medical emergencies. - Provision of ergonomically designed chairs and workstations to prevent musculoskeletal disorders (MSD's). - Digital monitoring of indoor air quality and periodic cleaning of the HVAC ducts to avoid sick building syndrome. - Regular training on occupational health & safety to sensitize employees on OHS aspects to inculcate a culture of safety. - Employee engagement campaigns on H&S topics such as fire safety, road safety, emergency evacuation, and ergonomics, among others. 55 GRI 403-9, GRI 403-10 56 GRI 403-6, GRI 403-2, GRI 3-3, GRI 403-9, GRI 403-10 Integrated Annual Report 2023-24 # Business Responsibility & Sustainability Report # 13. Number of Complaints on the following made by employees: \| \|FY 2023-24\|FY 2023-24\|FY 2023-24\|FY 2022-23\|FY 2022-23\|FY 2022-23\| \|---\|---\|---\| \| \|Filed during the year\|Pending\|Remarks\|Filed during the year\|Pending\|Remarks\| \|Working Conditions\|652\|0\|NIL\|581\|0\|NIL\| \|Health & Safety\| \| \| \| \| \| \| Data excludes accounting for <2% headcount, where TCS does not have operational control. Human rights related complaints disclosed under Principle 5. # 14. Assessments for the year: % of your plants and offices that were assessed (by entity or statutory authorities or third parties) Health and safety practices: 129 locations at TCS are certified to ISO 45001:2018, OHS Management Systems Standards. 100% of TCS offices have been audited during FY 2023-24 by qualified internal auditors at TCS. In FY 2023-24, 30% of ISO 45001 certified TCS locations underwent external/ third party audits. In FY 2023-24, 38 offices have undergone ISO 45001:2018 audits by TUV India Pvt Ltd for occupational health and safety. Working Conditions: 60 statutory audits were conducted on H&S practices (lift, fire, electrical, food safety, STP inspection, SPCB visit, municipal corporation inspection). # 15. Provide details of any corrective action taken or underway to address safety-related incidents (if any) and on significant risks / concerns arising from assessments of health & safety practices and working conditions: The road transport, slip, trip and fall, cut injury related incidents have been investigated and closed with necessary corrective actions. The corrective actions included training on defensive driving, behaviour based safety practices etc. # Leadership Indicators 1. Does the entity extend any life insurance or any compensatory package in the event of death of Employees (Y/N) - Yes. 2. Provide the measures undertaken by the entity to ensure that statutory dues have been deducted and deposited by the value chain partners. TCS monitors and track the compliance of value chain partners locally and centrally. The Company ensures that statutory dues are remitted to respective PF / ESI / Labour Welfare Fund (LWF) etc. authority by the contractors and proof of the same is produced on a periodic basis. 3. Provide the number of employees having suffered high consequence work-related injury / ill-health / fatalities (as reported in Q11 of Essential Indicators above), who have been rehabilitated and placed in suitable employment or whose family members have been placed in suitable employment: NIL 4. Does the entity provide transition assistance programs to facilitate continued employability and the management of career endings resulting from retirement or termination of employment? (Yes/ No) - No. TCS provides counselling sessions for retiring employees briefing the benefits available, post-retirement. 57 GRI 2-16, GRI 2-25, GRI 2-26 58 GRI 3-3 59 GRI 403-10 60 GRI 403-9 Integrated Annual Report 2023-24 # Business Responsibility & Sustainability Report # 5. Details on assessment of value chain partners % of value chain partners (by value of business done with such partners) that were assessed \|Health and safety practices\|TCS' supply chain sustainability requirements are integrated with online procurement platform with the 'Sourcing module' and 'Risk module'. TCS' HSE policies, procedures, guidelines, and Supplier Code of Conduct (SCoC) are included in sourcing module in RFP template for digital acceptance by all suppliers / vendors who are considered for evaluation.\| \|---\|---\| \|Working Conditions\|Some critical suppliers such as regulated waste disposal services (e-waste, hazardous waste, battery wastes), bottled water suppliers, food suppliers for cafeteria and similar suppliers undergo legal compliance due diligence and site inspection before initiating the negotiation process.
The procurement team ensures that SCoC acceptance is done by vendors and all compliances are in place for which a tracking system is maintained. TCS also conducts periodic audits/review of processes/documents of on-boarded vendors who have contractual agreement.\| # 6. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from assessments of health and safety practices and working conditions of value chain partners. TCS conducts regular H&S audits for high-risk vendors such as caterers, transport vendors, and bottled water vendors. Any findings during these audits are tracked to closure. For example, if any vehicle provided by a transport vendor is found non-compliant to the TCS safety standards and guidelines, it is immediately removed from the roster. # PRINCIPLE 4: Businesses should respect the interests of and be responsive to all its stakeholders # Essential Indicators # 1. Describe the processes for identifying key stakeholder groups of the entity TCS engages with a broad spectrum of stakeholders, to deepen its insights into their needs and expectations, and to develop sustainable strategies for the short, medium and long term. Stakeholder engagement also helps to manage risks and opportunities in business operations. The key stakeholders identified in consultation with the company's management are: customers, employees, shareholders, academic institutions, staffing firms, other suppliers, technology partners and collaborators, industry bodies, governments, NGOs, local communities, regulators and society at large. Some other stakeholders that TCS closely engages with - such as industry analysts, equity analysts, and the news media are proxies for other named stakeholders i.e. customers, shareholders, and society at large, respectively. Stakeholder interactions might be structured (e.g. surveys, account statements) or unstructured (town halls, 1x1 or group meetings). Based on mutual convenience and need, the engagement may be scheduled as needed, or pre-scheduled on a periodic basis, or ongoing (e.g. website, social media). 61 GRI 414-2 62 GRI 2-29 # Business Responsibility & Sustainability Report # 2. List stakeholder groups identified as key for your entity and the frequency of engagement with each stakeholder group File: AR_TCS_2023_2024.md \|Stakeholder Group\|Whether identified as Vulnerable & Marginalized Group (Yes/No)\|Channels of Communication (Email, SMS, Newspaper, Pamphlets, Advertisement, Community Meetings, Notice Board, Website), Other\|Frequency of Engagement (Annually/ Half yearly/ Quarterly / others - please specify)\|Purpose and scope of engagement including key topics and concerns raised during such engagement\| \|---\|---\|---\|---\|---\| \|Customers\|No\|As needed: Project-related calls and meetings; project management reviews; relationship meetings and reviews; executive meetings and briefings; customer visits; responses to RFIs/RFPs; sponsored events; mailers; newsletters; brochures\|Continuous: TCS website; social media (LinkedIn, Twitter, Facebook, Instagram, YouTube) Half-yearly: Customer satisfaction surveys Annual: Customer summits; Innovation days; Executive customer surveys; Sponsored Community events\|* Understanding client, industry and business challenges * Identifying opportunities to improve TCS' service and products for cross-selling * Deciding on investments and capabilities required to fulfil demand * Understanding client's data privacy and security requirements\| \|Investors and Shareholders\|No\|As needed: Press releases and press conferences; email advisories; in-person meetings; investor conferences; non-deal roadshows; conference calls\|Quarterly: Financial statements in IndAS and IFRS; earnings call; exchange notifications; press conferences Continuous: Investors page on the TCS website Annual: Annual General Meeting; Annual Report\|* Educating the investor community about TCS integrated value creation model and business strategy for the long term * Helping investors voice their concerns regarding company policies, reporting, strategy, etc.
* Understanding shareholder expectations\| \|Employees\|No\|As needed: Town halls; roadshows; project or operations reviews; video conferences; audio conference calls; one-on-one counselling\|Monthly: @TCS (in-house magazine) Continuous: TCS website; Communication via TCS intranet, dipstick surveys; grievance redressal system, OneTCS Newsroom Annual: PULSE (employee feedback survey); long-service awards; sales meets; Blitz (business planning meet)\|* Career management and growth prospects * Learning opportunities * Compensation structure * Building a safety culture and inculcating safe work practices among employees * Improving Diversity, Equity and Inclusion\| \|Partners and Collaborators\|No\|As needed: Meetings/calls; COINTM meetings; visits; partner events\|Monthly: Conference calls Quarterly: Business reviews Annual: Partner events\|* Stronger partnerships * Demand sustainability * Credit worthiness * Ethical behavior * Fair business practices * Governance\| 62 GRI 2-29 Integrated Annual Report 2023-24 # Business Responsibility & Sustainability Report # 145 \|Stakeholder Group\|Whether identified as Vulnerable & Marginalized Group (Yes/No)\| \|---\|---\| \|Academic Institutions\|No\| \|Recruiters; staffing firms; other suppliers\|No\| \|Industry bodies, Regulators\|No\| \|Media, industry analysts, society at large\|No\| \|NGOs, local communities, women, youth and other marginalized groups\|Yes\| # Channels of Communication \|Frequency of Engagement\|Purpose and scope of engagement including key topics and concerns raised during such engagement\| \|---\|---\| \|As needed: Academic Interface Program; Co-Innovation Network (COIN™) meetings\|* Continuous: TCS website; academic portal * Knowledge-exchange collaboration * Advancing the academic's research program / curriculum enhancement * Job creation * Internship opportunities * Faculty development\| \|One-time: RFIs/RFPs; empanelment process\|* As needed: Transactional meetings; periodic reviews; surveys * Continuous: Tata Code of Conduct, Supplier evaluations * Diversity hiring initiatives and what are the biggest challenges * Adaptation of procurement processes to environmental, economic and ethical requirements * Ensure 100% compliance to all local laws * Cross-industry sustainability initiatives and knowledge transfer to promote sustainability\| \|As needed (need basis / usually 1-2 meetings in 3 months' basis): Conferences and seminars, working committee meetings, surveys, other meetings\| \| \|As needed: Governance RFIs/RFPs; presentations; project meetings; reviews; calls and meetings; surveys; consultative sessions; field visits; due diligence; calls and meetings; conferences and seminars; surveys; press releases; press conferences; media interviews and quotes; sponsored events, Analyst days.\|* Continuous: Annual General Meeting, Quarterly reports and Annual report, Earnings conference call, Media interaction, Press releases, TCS website. * Understand areas for sustainable development * Communicate TCS' performance and strategy * Manage TCS' brand and reputation * Share and contribute to thought leadership and insight into public and business concerns * Discuss TCS' response to responsible business issues * Work in partnership to develop solutions to global challenges\| \|As needed: Project meetings; reviews; calls and meetings; surveys; consultative sessions; field visits; due diligence; calls and meetings; conferences and seminars; surveys\|* Continuous: Quarterly Reports and Annual Report, TCS website * Understand community needs * Plan and implement CSR projects * Share and contribute to thought leadership * Work in partnership to serve underserved communities\| # Integrated Annual Report 2023-24 # Business Responsibility & Sustainability Report # Leadership Indicators 1. Provide the processes for consultation between stakeholders and the Board on economic, environmental, and social topics or if consultation is delegated, how is feedback from such consultations provided to the Board. TCS is an IT services, consulting and business solutions organization with a presence across multiple geographies, industries, services and products. TCS consults stakeholders on material topics and also conducts periodic materiality assessments to update the list on an ongoing basis. Stakeholder interactions result in the identification of a broad funnel of issues important to each of the constituencies. The Company uses discussions with internal and external stakeholders, as well as its own judgment, to prioritize and arrive at a list of material topics with significant economic, environmental, or social impacts on TCS' business, reputation, and operations. The TCS management shares feedback with the Board on these issues. 2. Whether stakeholder consultation is used to support the identification and management of environmental, and social topics (Yes / No). If so, provide details of instances as to how the inputs received from stakeholders on these topics were incorporated into policies and activities of the entity. Yes, TCS' ESG strategy on material topics uses inputs gathered during stakeholder consultations. Material topics are shortlisted and prioritized based on their impact on our stakeholders and our business and are included in the section titled 'Sustainability Disclosures', which is a part of this Integrated Annual Report. 3. Provide details of instances of engagement with, and actions taken to, address the concerns of vulnerable/ marginalized stakeholder groups. NA # PRINCIPLE 5: Businesses should respect and promote human rights # Essential Indicators 1.
Employees who have been provided training on human rights issues and policy(ies) of the entity, in the following format: \|Category\| \|FY 2023-24\| \| \|FY 2022-23\| \| \|---\|---\|---\|---\|---\|---\|---\| \| \|Total (A)\|No. of employees / workers covered (B)\|% (B / A)\|Total (C)\|No. of employees / workers covered (D)\|% (D / C)\| \|Permanent\|6,01,546\|5,88,699\|97.9\|5,23,842\|5,19,799\|99.2\| \|Other than permanent\|30,312\|24,543\|81.0\|2,412\|2,396\|99.3\| \|Total Employees\|6,31,858\|6,13,242\|97.1\|5,26,254\|5,22,195\|99.2\| For FY 2022-23 information mentioned are for TCS' India operations, excluding non-wholly owned subsidiaries. 2. Details of minimum wages paid to employees, in the following format: \|Category\| \|FY 2023-24\| \| \| \|FY 2022-23\| \| \| \| \| \| \|---\|---\|---\|---\|---\|---\|---\|---\|---\|---\|---\|---\| \| \|Total (A)\|Equal to Minimum Wage No.(B)\|% (B /A)\|More than Minimum Wage No.(C)\|% (C /A)\|Total (D)\|Equal to Minimum Wage No.(E)\|% (E/D)\|More than Minimum Wage No.(F)\|% (F/D)\| \| \|Permanent\|Male\|3,87,448\|415\|0.1\|3,87,033\|99.9\|3,34,827\|554\|0.2\|3,34,273\|99.8\| \| \|Female\|2,14,098\|518\|0.2\|2,13,580\|99.8\|1,89,015\|533\|0.3\|1,88,482\|99.7\| \|Other than Permanent\|Male\|All the value chain partners adhere to the required statutory compliance in the countries in which TCS operates. TCS monitors and tracks the compliance of the value chain partners, as required by law of land.\| \| \| \| \| \| \| \| \| \| For FY 2022-23 information mentioned are for TCS' India operations, excluding non-wholly owned subsidiaries. 63 GRI 2-24 64 GRI 405-2 Integrated Annual Report 2023-24 # Business Responsibility & Sustainability Report # 3. a) Details of remuneration/salary/wages, in the following format: \|Category\|Male\|Female\| \|---\|---\|---\| \|Board of Directors (BoD)\|Number: 9 Median remuneration/salary/wages (` Lakh per annum): 263.6\|Number: 2 Median remuneration/salary/wages (` Lakh per annum): 133.3\| \|Key Managerial Personnel (KMP)\|Number: 5 Median remuneration/salary/wages (` Lakh per annum): 721.3\|Number: - Median remuneration/salary/wages (` Lakh per annum): NA\| \|Employees other than BoD and KMP\|Number: 3,87,444 Median remuneration/salary/wages (` Lakh per annum): 14.8\|Number: 2,14,098 Median remuneration/salary/wages (` Lakh per annum): 10.4\| At TCS, remuneration is same for men and women working full-time, in the same grade, in the same role, and at the same location, and with the same level of experience. Where relevant, the company publishes the raw mean and median pay differences between genders (not normalized for part-timers or grade and role differences) on its own website as well as on public sites. Gaps in median salary between genders is due to different proportion of men & women across experience levels and grades. TCS' focused diversity and inclusion programs are expected to narrow this gap over time. KMP includes CEO & MD, COO & ED, CFO, CS, erstwhile CEO & MD. # b) Gross wages paid to females as % of total wages paid by the entity, in the following format: \|Gross wages paid to female as % of total wages\|FY 2023-24 (%)\|FY 2022-23 (%)\| \|---\|---\|---\| \| \|26.1\|26.1\| # 4. Do you have a focal point (Individual/ Committee) responsible for addressing human rights impacts or issues caused or contributed to by the business? (Yes/No) - Yes # 5. Describe the internal mechanisms in place to redress grievances related to human rights issues. Reporting avenues have been provided to employees, customers, suppliers, and other stakeholders to raise concerns or make disclosures when they become aware of any actual or potential violation of the Company Code, policies or law including human rights violations. Non-permanent employees can raise the grievances via email to the concerned stakeholders. Additionally, anybody can make protected disclosures under the company's Whistle Blower policy. Representations made in the reporting avenues are reviewed and appropriate action is taken on substantiated violations. 65 GRI 2-19, GRI 2-21 66 GRI 202-1, GRI 405-2 67 GRI 2-13 68 GRI 2-16, GRI 2-25, GRI 2-26 # Integrated Annual Report 2023-24 # Business Responsibility & Sustainability Report # 6. Number of Complaints on the following made by employees69: \| \|FY 2023-24\|FY 2023-24\|FY 2022-23\|FY 2022-23\| \|---\|---\|---\| \|Type of Complaint\|Filed during the year\|Pending resolution at the end of year\|Filed during the year\|Pending resolution at the end of year\| \|Sexual Harassment\|110\|17\|49\|8\| \|Discrimination at workplace\|4\|0\|3\|0\| \|Child Labour\|0\|0\|0\|0\| \|Forced Labour/ Involuntary Labour\|0\|0\|0\|0\| \|Wages\|0\|0\|0\|0\| \|Other human rights related issues\|0\|0\|0\|0\| For FY 2022-23 information mentioned are for TCS' India operations, excluding non-wholly owned subsidiaries. Higher reported cases due to increased awareness. # 7. Complaints filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, in the following format: \| \|FY 2023-24\|FY 2022-23\| \|---\|---\|---\| \|Total Complaints reported under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH)\|110\|49\| \|Complaints on POSH as a % of female employees / workers\|0.05%\|0.03%\| \|Complaints on POSH upheld\|66\|34\| The number reported for FY 2023-24 include complaints reported globally by employees and for FY 2022-23, information mentioned are for TCS' India operations, excluding non-wholly owned subsidiaries. * Higher reported cases due to increased awareness.
# 8. Mechanisms to prevent adverse consequences to the complainant in discrimination and harassment cases70. Concerns on discrimination and harassment are dealt with confidentially. TCS does not tolerate any form of retaliation against anyone reporting good faith concerns. Anyone involved in targeting such a person raising such complaints will be subject to disciplinary action. # 9. Do human rights requirements form part of your business agreements and contracts? (Yes/No)71 Yes # 10. Assessments for the year: \| \|% of your plants and offices that were assessed (by entity or statutory authorities or third parties)\| \|---\|---\| \|Child labour\| \| \|Forced/involuntary labour\| \| \|Sexual harassment\|TCS internally monitors compliance with all relevant laws and policies pertaining to these issues at 100% of its offices. There have been no observations by local statutory / third parties in India in FY 2023-24.\| \|Discrimination at workplace\| \| \|Wages\| \| \|Others - please specify\| \| # 11. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from the assessments at Question 10 above. NA 69 GRI 406-1 70 GRI 2-16, GRI 2-25, GRI 2-26 71 GRI 2-23, GRI 2-24 Integrated Annual Report 2023-24 # Business Responsibility & Sustainability Report # Leadership Indicators 1. Details of a business process being modified / introduced as a result of addressing human rights grievances/complaints. Human rights are protected and upheld in TCS' core value of 'Respect for the individual' and enshrined in the TCoC that guides how TCS conducts itself in every community that it operates in. TCS has relevant in-house policies and procedures to reinforce human rights, resulting in a good track record regarding human rights grievances or complaints. TCS continually gathers feedback and keeps track of developments in the regulatory area to further strengthen existing processes. 2. Details of the scope and coverage of any human rights due-diligence conducted. TCS adopts a zero-tolerance approach to issues related to human rights. It follows all government regulations and regulatory policies in the countries where it operates and comply to all applicable global and local laws including collective bargaining agreements through its policies and standards. TCS executes the TCoC which takes care of Human Rights aspects. In vendor management, TCS ensures due diligence for human rights under the ESG framework. 3. Is the premise/office of the entity accessible to differently abled visitors, as per the requirements of the Rights of Persons with Disabilities Act, 2016? Yes. All TCS-owned premises are accessible to differently abled visitors, as per the the RPWD 2016 Act. 4. Details on assessment of value chain partners: \|Sexual Harassment\|Discrimination at workplace\|Child Labour\|Forced Labour / Involuntary Labour\|Wages\|% of value chain partners (by value of business done with such partners) that were assessed\| \|---\|---\|---\|---\|---\|---\| \|All value chain partners are expected to adhere to the applicable laws, TCOC and Supplier Code of Conduct which does not tolerate any form of harassment, whether sexual, physical, verbal, or psychological. However, TCS does not conduct any formal assessment for the same.\| \| \| \| \|100% of value chain partners were assessed.\| 5. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from the assessments at Question 4 above. There were no significant risks / concerns arising from the assessments. # PRINCIPLE 6: Businesses should respect and make efforts to protect and restore the environment # Essential Indicators 1. Details of total energy consumption (in Joules or multiples) and energy intensity, in the following format: Electricity from the grid is the most significant form of energy for TCS. Over the years, TCS has increased the share of Renewable Electricity (RE) through "green-tariff" schemes offered by the state electricity providers, onsite rooftop solar generation and procurement from third party producers in India. In certain countries, Energy Attribute Certificates (EAC) have been procured to meet out carbon neutrality objectives in those geographies. The RE consumption as a percentage of total energy consumption has increased from 55.2% in FY 2022-23 to 74% in FY 2023-24. Electricity consumption across TCS operations increased by 14.6% y-o-y on account of increased scale of operations in FY 2023-24 compared to previous year, due to more associates returning to office. An inclusion of 14 locations globally in the reporting boundary during the current year attributed to a 2.8% increase leading to an overall increase in electricity consumption.
Other sources of energy include natural gas (mainly used for space heating/cooling, district heating and cooling, mostly in overseas geographies), fuel used in company owned vehicles, cooking gas used in cafeteria and diesel used in diesel generators (mainly used as a back-up source during power shortages). Footnote: GRI 302-1, GRI 302-3 # Business Responsibility & Sustainability Report # Details of total energy consumption [(in Mega Joules (MJ)] and energy intensity are provided below: \|Parameter\|FY 2023-24\|FY 2022-23#\| \|---\|---\|---\| \|From renewable sources\| \| \| \|Total electricity consumption (A)\|1,26,61,08,110\|83,03,88,643\| \|Total fuel consumption (B)\|NIL\|NIL\| \|Energy consumption through other sources (C)\|1,80,187\|1,54,994\| \|Total energy consumed from renewable sources (A+B+C)\|1,26,62,88,297\|83,05,43,637\| \|From non-renewable sources\| \| \| \|Total electricity consumption (D)\|37,58,00,721\|60,24,10,331\| \|Total fuel consumption (E)\|6,70,93,957\|7,20,62,111\| \|Energy consumption through other sources (F)\|NIL\|NIL\| \|Total energy consumed from non-renewable sources (D+E+F)\|44,28,94,678\|67,44,72,442\| \|Total energy consumed (A+B+C+D+E+F)\|1,70,91,82,976\|1,50,50,16,079\| \|Energy intensity per rupee of turnover\|0.000710\|0.000668\| \|Energy intensity per rupee turnover adjusted for Purchasing Power Parity (PPP)\|0.016234\|0.015273\| \|Energy intensity in terms of physical output [(MJ)/ Full Time Employee (FTE)]\|2,715.2\|2,454.4\| #Data excludes accounting for <2% headcount, where TCS does not have operational control. *The revenue from operations has been adjusted for PPP based on the latest PPP conversion factor published for the year 2022 by World Bank for India which is 22.88. Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency. Yes. Independent assurance has been carried out by KPMG. # 2. Does the entity have any sites / facilities identified as designated consumers (DCs) under the Performance, Achieve and Trade (PAT) Scheme of the Government of India? (Y/N) If yes, disclose whether targets set under the PAT scheme have been achieved. In case targets have not been achieved, provide the remedial action taken, if any. NA # 3. Provide details of the following disclosures related to water73, in the following format: The sources of freshwater at TCS include third party water (88.5%), groundwater (8.7%) and rainwater harvested (2.8%). TCS optimizes water consumption through conservation, sewage treatment and reuse, and utilization of harvested rainwater. All newer campuses have been designed for higher water efficiencies, treatment and recycling of sewage, and rainwater harvesting. The detailed break up is given below: \|Parameter\|FY 2023-24\|FY 2022-23#\| \|---\|---\|---\| \|Water withdrawal by source [in kilolitres (KL)]\| \| \| \|(i) Surface water\|NIL\|NIL\| \|(ii) Groundwater\|2,56,802\|1,73,539\| \|(iii) Third party water\|26,06,339\|20,58,419\| \|(iv) Seawater / desalinated water\|NIL\|NIL\| \|(v) Others - Rainwater utilized\|83,437\|56,730\| \|Total volume of water withdrawal (i + ii + iii + iv + v)\|29,46,578\|22,88,688\| \|Total volume of water consumption (KL)\|24,67,342\|20,82,781\| \|Water intensity Per Rupee of turnover\|0.000001\|0.000001\| \|Water intensity Per Rupee of turnover adjusted for Purchasing Power Parity\|0.000023\|0.000021\| \|Water intensity in terms of physical output (Water Consumed in KL/FTE)\|3.9\|3.4\| #Data excludes accounting for <2% headcount, where TCS does not have operational control. 73 GRI 303-3, GRI 303-5 # Business Responsibility & Sustainability Report Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency. Yes. Independent assurance has been carried out by KPMG. # 4. Provide the following details related to water discharged#: \|Parameter\|FY 2023-24\|FY 2022-23\| \|---\|---\|---\| \|Water discharge by destination and level of treatment [in kilolitres (KL)]\| \| \| \|(i) To Surface Water\| \| \| \|- No treatment\|-\|-\| \|- With treatment - please specify level of treatment\|-\|-\| \|(ii) To Groundwater\| \| \| \|- No treatment\|-\|-\| \|- With treatment - Please specify level of treatment\|-\|-\| \|(iii) To Seawater\| \| \| \|- No treatment\|-\|-\| \|- With treatment - Please specify level of treatment\|-\|-\| \|(iv) Sent to third parties\| \| \| \|- No treatment\|2,88,621\|1,38,727\| \|- With treatment - Please specify level of treatment\|1,90,615\|67,180\| \|Note- Excess water discharged from TCS owned campuses and Water sent from TCS locations to builder's STP for further treatment.\| \| \| \|(v) Others\| \| \| \|- No treatment\|-\|-\| \|- With treatment - Please specify level of treatment\|-\|-\| \|Total water discharged (KL)\|4,79,236\|2,05,907\| Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency. Yes. Independent assurance has been carried out by KPMG. # 5. Has the entity implemented a mechanism for Zero Liquid Discharge? If yes, provide details of its coverage and implementation74. Yes, TCS has achieved zero liquid discharge across most of its owned campuses, except those where there are operational constraints. TCS optimizes water consumption through conservation, sewage treatment and reuse, and rainwater harvesting. All newer campuses have been designed for treatment and recycling of sewage and rainwater harvesting. # 6.
Please provide details of air emissions (other than GHG emissions) by the entity: \|Parameter\|Please specify unit\|FY 2023-24\|FY 2022-23\| \|---\|---\|---\|---\| \|NOx\|NA\|-\|-\| \|SOx\|NA\|-\|-\| \|Particulate matter (PM)\|NA\|-\|-\| \|Persistent organic pollutants (POP)\|NA\|-\|-\| \|Volatile organic compounds (VOC)\|NA\|-\|-\| \|Hazardous air pollutants (HAP)\|NA\|-\|-\| \|Others - please specify\|NA\|-\|-\| There are no continuous sources of air emissions in our operations. The DG sets are operated only during power outages and hence the air emissions of pollutants (other than GHGs) are not material. Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency. The DG stack emissions are sampled and analyzed by government approved laboratories and the reports are reviewed by the internal team to ensure compliance to the CTO conditions. These stack emission reports are submitted to government authorities (State Pollution Control Boards) as per consent conditions. These reports are also verified during internal and external audits to verify compliance. # GRI 303-1, GRI 303-2, GRI 303-4 74 GRI 303-1, GRI 303-2 # Business Responsibility & Sustainability Report # 7. Provide details of greenhouse gas emissions (Scope 1 and Scope 2 emissions) & its intensity, in the following format: The Scope 1 emissions are from direct GHG sources like fuel used in company owned vehicles, diesel generators and cafeteria, fugitive emissions of refrigerants, and fuel used for space heating. Scope 1 accounts for about 23% of the Scope 1 + Scope 2 carbon footprint in FY 2023-24. The balance 77% are from indirect emissions, referred to as Scope 2 emissions, associated with purchased electricity. The breakup is provided as required in the table below. \|Parameter\|Unit\|FY 2023-24\|FY 2022-23\| \|---\|---\|---\|---\| \|Total Scope 1 emissions (Break-up of the GHG into CO2, CH4, N2O, HFCs, PFCs, SF6, NF3, if available)\|Metric tonnes of CO2 equivalent\|21,949.0\|20,972.0\| \|- CO2\|tCO2e\|6,600.0\|4,780.0\| \|- CH4\|tCO2e\|5.4\|2.7\| \|- N2O\|tCO2e\|34.5\|39.8\| \|- HFC\|tCO2e\|15,309.0\|16,150.0\| \|Total Scope 2 emissions (Break-up of the GHG into CO2, CH4, N2O, HFCs, PFCs, SF6, NF3, if available)\|Metric tonnes of CO2 equivalent\|73,722.0\|1,17,265.0\| \|Total Scope 1 and Scope 2 emission intensity per rupee of turnover\|tCO2e/rupee turnover\|0.00000004\|0.00000006\| \|Total Scope 1 and Scope 2 emission intensity per rupee of turnover adjusted for Purchasing Power Parity (PPP)\|tCO2e/rupee turnover adjusted for PPP\|0.00000091\|0.00000140\| \|Total Scope 1 and Scope 2 emission intensity in terms of physical output\|tCO2e/FTE\|0.15\|0.20\| #Data excludes accounting for <2% headcount, where TCS does not have operational control. Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency. Yes. Independent assurance has been carried out by KPMG. # 8. Does the entity have any project related to reducing Green House Gas emission? If Yes, then provide details: Yes. TCS has taken up the target to reduce its absolute Scope 1 and Scope 2 carbon footprint by 70% by 2025 and become net zero by 2030. To achieve these targets, the green-house gas management approach has four key levers - green infrastructure, green IT, IT-enabled operational efficiencies, and renewable energy. # Commitment to Science Based Targets initiative (SBTi) In June 2022, TCS has responded to SBTi's urgent call for corporate climate action by committing to align with 1.5°C and net-zero through the Business Ambition for 1.5°C campaign. This is published on SBTi website and can be viewed at Companies taking action- https://sciencebasedtargets.org/companies-taking-action. TCS is working on the next steps to developing company targets for validation by SBTi. # Green Infrastructure and IT enabled operational efficiency: All new campuses owned by TCS are designed according to green building standards for energy and resource efficiency. They have roof-top solar photovoltaic installations to reduce the carbon footprint. The total Built Up Area occupied by TCS has increased YoY from 36.6 Mn to 38.23 million sq.ft. in FY 2023-24. With the increasing footprint, TCS is committed to expand consciously its green footprint, to align with its sustainability goals. In FY 2023-24, TCS got Platinum IGBC certification for 2 additional existing buildings namely Sholinganallur, Chennai and Deccan Park, Hyderabad. The % green certified area over built up area was 64.6% in FY 2022-23 and has increased to 67.3% this year. This accounts for 39 TCS offices and campuses with over 25.74 million sq.ft of area under certified green building by Indian Green Building Council. File: AR_TCS_2023_2024.md 75 GRI 305-1; GRI 305-2, GRI 305-4. Scope 1 emissions have been calculated using the emissions factors published by the DEFRA conversion factors 2023.
For Scope 2 emissions - for India, the source is the emission factor is the CO2 Baseline Database for the Indian Power Sector, User Guide, Version 19.0, December 2023, published by the Central Electricity Authority of India. This emission factor [(0.716 tCO2/ MWh) by CEA includes the captive power injection into the grid and is adjusted for RE transactions through open access (in power exchanges)]. As TCS, India procures electricity from the India grid, which is a mix of conventional and renewable energy, the emission factor of 0.716 tCO2/ MWh is considered more appropriate. For Australia, Canada, North America, and UK emission factors specific to the region published by local authorities are used. For other countries IEA v6 emission factors (01/2024) and GHG protocol v19 (04/2023) - eGRID 2021 have been used as appropriate to the source of electricity procured. 76 GRI 305-5 Integrated Annual Report 2023-24 # Business Responsibility & Sustainability Report # 153 During the year, several initiatives were aligned to achieve the carbon targets which included those in building and IT infrastructure. Initiatives in building infrastructure included energy efficiencies in HVAC systems, Uninterrupted Power Supply (UPS), and chillers. - HVAC system upgradation by installation of latest technology VRF systems which works on inverter technology. - Use of High Efficiency VFD based chillers. - Replacement of R-22 based & fixed compressor-based HVAC equipment with inverter technology-based equipment. - Modular UPS which can modulate its capacity based on load and helps provide 90-95% efficiency, even at lower loads. - Life cycle based replacement of HVAC equipment like chillers, pumps and cooling towers has helped reduce our energy consumption. - Energy optimization in our operations through IoT based solutions, remote monitoring, analytics and automated feedback mechanism. - As our commitment to energy conservation and management, 2 additional campuses in India were certified to ISO 50001:2018 standards for Energy Management Systems (EnMS) in FY 2023-24, making it to a total of 22 campuses certified to ISO 50001:2018 across TCS India. # Green IT: Initiatives in green Information Technology (IT) focused on data center and IT device consolidation and optimization to reduce the carbon footprint. The areas covered under green IT initiatives include IT energy optimization in data centers and equipment rooms. TCS' data centers at Yantra Park (Thane) and Siruseri (Chennai) have a weighted average PUE of 1.7. Apart from the two main data centers, TCS also has 54 equipment rooms for business as usual (BAU) activities, wherein the weighted average PUE has reduced from 1.88 in FY 2022-23 to 1.76 in FY 2023-24. The data centre at Yantra Park uses 100% Renewable Energy (RE) while the one at Siruseri uses 73% RE. The power consumed by the data centers at Yantra Park and Siruseri were 5.52 MWh and 1.65 MWh respectively during the reporting year FY 2023-24. In addition to the above, green attributes are considered in every IT asset procurement. TCS' IoT-based Real-time Energy Management System (TCS Clever Energy™) initiative involves real time monitoring to optimize the operational energy efficiency across all offices. The smart, scalable, analytics driven IoT solution uses TCS Connected Universe Platform (TCUP) IoT platform, which forms the backbone, enabling visualization of data acquired from various locations and facilities' energy meters and sensors. Other energy optimization initiatives include: - IT Equipment optimization (rack consolidation, server consolidation and procurement of energy efficient devices). - UPS optimization (right sizing of UPS, replacement of old technology UPS with modular UPS). - Cooling optimization (switching off excess capacity cooling units, maintaining return set temperature at 24 +/- 1 deg C, replacing old with new technology cooling units). - Leakage reduction (proper alignment of racks and perforated tiles, partitioning to reduce cooling area, cold aisle containment, blanking panel, active tiles and soft partitioning). # Renewable Energy: The roof top solar photo voltaic installations this year remained at 10.2 MWp contributing to 3 percent of total electricity use in FY 2023-24. A rooftop solar PV of 260 KWp has been planned for implementation in early FY 2024-25. The Company increased its renewable energy procurement through a) switch over to green tariffs for its operations in Ahmedabad, Kolkata, Chennai, Kochi and Trivandrum branches, b) Green energy units procurement through Power Purchase Agreements (PPA) at two locations in Chennai viz. Ambattur and Chennai One, Magnum, which cumulatively added about 6.5 million green units to the renewable energy portfolio). The renewable energy procurement has resulted in an increase in renewable energy use to 74 percent of total energy use.
# Business Responsibility & Sustainability Report # Carbon Neutrality: The company became carbon neutral across Scope 1 and Scope 2 emissions in North America, UK and Ireland, Europe, Asia Pacific (including Japan), Latin America, and Middle East & Africa in FY 2023-24. # Waste Management Details TCS being an IT services and consulting organization, TCS does not manufacture physical products and therefore do not use any hazardous or toxic chemicals in core processes. The Company have office or facility operations, and the waste is generated from the auxiliary processes used to run these facilities. Based on the nature of its services, TCS' facilities mostly generate electronic, electrical, and municipal solid waste. Potentially hazardous and regulated wastes such as lead-acid batteries and waste lube oil are generated in relatively smaller proportions which are disposed through government-approved recyclers as per regulations. E-waste is disposed to government approved e-waste recyclers. TCS is committed to sustain the best practices that have already been institutionalized like segregation of all recyclable wastes, 100% compliance to management practices for regulated wastes like hazardous and e-waste and 100% recycling of office and packaging paper and plastic. All TCS campuses, owned offices and leased offices that have available space are provided with on-site food waste management facilities such as biodigesters and organic waste converters (OWCs) and garden waste is treated by vermicomposting at TCS campuses where feasible. The company targets to maximize the recycling and reuse of all waste categories to divert waste from landfill. In FY 2023-24, TCS has obtained zero waste to landfill (ZWL) certification was obtained for TCS Deccan Park facility at Hyderabad after having achieved a diversion rate of over 99% waste from landfill. This was done as a pilot project for feasibility. TCS has operational control procedures (OCPs) for waste management and handling of different categories of wastes which is available on the TCS intranet that has set procedures for waste segregation, handling, storage, and disposal of different waste categories. # Waste Management Parameters \|Parameter\|FY 2023-24\|FY 2022-23#\| \|---\|---\|---\| \|Total Waste generated [in metric tonnes (MT)]\| \| \| \|Plastic waste (A)\|137.3\|46.7\| \|E-waste (B)\|297.5\|415.0\| \|Bio-medical waste (C)\|0.8\|0.8\| \|Construction and demolition waste (D)\|1,070.8\|618.0\| \|Battery waste (E)\|261.0\|387.0\| \|Radioactive waste (F)\|NA\|NA\| \|Other Hazardous waste. Please specify, if any. (G)\|33.2\|26.1\| \|Other Non-hazardous waste generated (H). Please specify, if any.\|4,915.6\|3,538.0\| \|(Break-up by composition i.e. by materials relevant to the sector)\| \| \| \|Quantity of office paper waste\|308.0\|119.0\| \|Quantity of packaging paper waste (cardboards etc.)\|136.0\|199.0\| \|Quantity of other paper waste generated (tissue paper rolls, food packaging)\|338.0\|-\| \|Quantity of other packaging material (thermocol etc.)\|10.5\|-\| \|Quantity of Miscellaneous waste (floor waste, toilet rolls, C-fold, cafeteria dry waste etc.)\|867.0\|1,169.0\| \|Quantity of other office scrap waste generated\|197.0\|137.0\| \|Quantity of garden waste generated\|1,167.0\|1,261.0\| \|Quantity of food waste\|1,756.0\|653.0\| \|Quantity of sanitary waste\|69.3\|-\| \|Quantity of coolant\|0.2\|-\| \|Quantity of other dry waste generated\|66.6\|-\| \|Total (A+B + C + D + E + F + G + H)\|6,716.2\|5,031.6\| 77 GRI 306-3, GRI 306-4, GRI 306-5 # Business Responsibility & Sustainability Report \|Parameter\|FY 2023-24\|FY 2022-23#\| \|---\|---\|---\| \|Waste intensity per rupee of turnover\|0.0000000028\|0.0000000022\| \|(Total waste generated (MT) / Revenue from operations)\| \| \| \|Waste intensity per rupee of turnover adjusted for Purchasing Power Parity (PPP)\|0.0000000638\|0.0000000511\| \|(Total waste generated (MT) / Revenue from operations adjusted for PPP)\| \| \| \|Waste intensity in terms of physical output (waste in tonnes/FTE)\|0.011\|0.008\| # For each category of waste generated, total waste recovered through recycling, re-using or other recovery operations (in metric tonnes) \|Category of waste\|Recycled \|Re-used\|Other recovery operations\| \|---\|---\|---\|---\| \|- Battery\|274.0\| \| \| \|- E-waste\|246.0\| \| \| \|- Hazardous waste\|24.1\| \| \| \|- Non-Hazardous waste\|3,038.0\|288.0\| \| \|- Plastic Waste\|65.2\| \| \| \|- Construction & Demolition waste\|63.0\|1.0\| \| \|Total\|3,999.3\| \| \| # For each category of waste generated, total waste disposed by nature of disposal method (in metric tonnes) \|Category of waste\|Incineration\|Landfilling\|Other disposal operations\| \|---\|---\|---\|---\| \|- Biomedical waste\|0.8\| \| \| \|- Non-hazardous waste\|128.0\|1,318.0\| \| \|- Hazardous waste\|2.4\| \| \| \|- Construction & demolition waste\| \|936.0\| \| \|Total\|2,385.2\|2,265.5\| \| #Data excludes accounting for <2% headcount, where TCS does not have operational control. 100% of the regulated waste (e-waste, battery waste) is disposed through recycling. The generated quantities, if remaining at the end of the financial year for disposal, are stored at the facilities and recycled through approved/ authorized vendors. In FY 2023-24 waste data reported on a consolidated level where TCS have operational control. Therefore, the construction & demolition (C&D) waste from new construction or under construction sites are revised. The data for FY 2022-23 is accordingly restated.
All non hazardous waste categories have been restated for FY 2022-23 to make it consistent with the categories reported in FY 2023-24. Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency. Yes. This data has been subject to independent assurance by KPMG # 10. Briefly describe the waste management practices adopted in your establishments. Describe the strategy adopted by your company to reduce usage of hazardous and toxic chemicals in your products and processes and the practices adopted to manage such wastes. NA 78 GRI 306-2; GRI 3-3 # Integrated Annual Report 2023-24 # 156 Business Responsibility & Sustainability Report # 11. If the entity has operations/offices in/around ecologically sensitive areas (such as national parks, wildlife sanctuaries, biosphere reserves, wetlands, biodiversity hotspots, forests, coastal regulation zones etc.) where environmental approvals / clearances are required, please specify details in the following format: TCS has its campus- Kalinga Park, Bhubaneswar, Odisha which is located near Chandakka Wildlife Sanctuary. This is located in the Special Economic Zone (SEZ) developed by the Odisha Industrial Infrastructure Development Corporation (IDCO). All necessary environmental clearances have been obtained for the campus. All necessary environmental clearances have been obtained for the campus. \|S/N\|Location of operations/offices\|Type of operations\|Whether the conditions of environmental approval / clearance are being complied with? (Y/N) If no, the reasons thereof and corrective action taken, if any.\| \|---\|---\|---\|---\| \|1\|TCS Kalinga Park, Chandaka Industrial Estate, Bhubanewar, Odisha\|Software Consultancy Services\|Yes, the conditions of Environmental Clearance have been complied with.\| # 12. Details of environmental impact assessments of projects undertaken by the entity based on applicable laws, in the current financial year: There were no Environmental Impact Assessments (EIAs) conducted in the FY 2023-24. # 13. Is the entity compliant with the applicable environmental law/ regulations/ guidelines in India; such as the Water (Prevention and Control of Pollution) Act, Air (Prevention and Control of Pollution) Act, Environment protection act and rules thereunder (Y/N). If not, provide details of all such non-compliances, in the following format: Yes, TCS has complied with applicable environmental law/regulations / guidelines applicable in India. No fine/penalty/action was initiated against the entity under any of the applicable environmental laws/regulation/guidelines. \|S/N\|Specify the law / regulation / guidelines which was not complied with\|Provide details of the non-compliance\|Any fines / penalties / action taken by regulatory agencies such as pollution control boards or by courts\|Corrective action taken, if any\| \|---\|---\|---\|---\|---\| \|NA\| \| \| \| \| # Leadership Indicators # 1. Water withdrawal, consumption and discharge in areas of water stress (in kiloliters): For each facility / plant located in areas of water stress, provide the following information: (i) Name of the area: In FY 2023-24, there are 13 stress zones identified as per the above criteria. 29 TCS offices are located in these zones. List of the 13 stress zones is as below: 1. Ambattur (1 TCS location) 2. Bangalore (North) (1 TCS location) 3. Bisrakh (3 TCS locations) 4. Gurgaon (4 TCS locations) 5. Karol Bagh (1 TCS location) 6. Serilingampally (4 TCS locations) 7. Varanasi (1 TCS location) 8. Anekal (1 TCS location) 9. Bangalore (East) (8 TCS locations) 10. Gandhinagar (2 TCS locations) 11. Indore (1 TCS location) 12. Lucknow (1 TCS location) 13.
Vadodara (1 TCS location) (ii) Nature of operations: Software and IT operations 79 GRI 304-1 80 GRI 413-1, GRI 303-1 81 GRI 2-27 82 GRI 303-3, GRI 303-4, GRI 303-1, GRI 303-2, GRI 303-5 Integrated Annual Report 2023-24 # Business Responsibility & Sustainability Report # 157 # (iii) Water withdrawal, consumption and discharge in the following format: \|Parameter\|FY 2023-24\|FY 2022-23\| \|---\|---\|---\| \|Water withdrawal by source (in kilolitres)\| \| \| \|(i) Surface water\|-\|-\| \|(ii) Groundwater\|69,057\|43,320\| \|(iii) Third party water\|6,83,525\|5,05,970\| \|(iv) Seawater / desalinated water\|-\|-\| \|(v) Others\|1,013\|610\| \|Total volume of water withdrawal (in kilolitres)\|7,53,595\|5,49,900\| \|Total volume of water consumption (in kilolitres)\|6,33,900\|5,26,730\| \|Water intensity per rupee of turnover (Water consumed in KL/ turnover in INR)\|0.00000026\|0.00000023\| \|Water discharge by destination and level of treatment (in kiloliters)\| \| \| \|(i) Into Surface water\| \| \| \|- No treatment\|-\|-\| \|- With treatment - please specify level of treatment\|-\|-\| \|(ii) Into Groundwater\| \| \| \|- No treatment\|-\|-\| \|- With treatment - please specify level of treatment\|-\|-\| \|(iii) Into Seawater\| \| \| \|- No treatment\|-\|-\| \|- With treatment - please specify level of treatment\|-\|-\| \|(iv) Sent to third-parties\| \| \| \|- No treatment\|27,118\|20,150\| \|Note: Wastewater sent for municipal treatment\| \| \| \|- With treatment - please specify level of treatment\|92,577\|3,020\| \|Note: Tertiary treatment\| \| \| \|(v) Others\| \| \| \|- No treatment\|-\|-\| \|- With treatment - please specify level of treatment\|-\|-\| \|Total water discharged (in kilolitres)\|1,19,695\|23,170\| Data mentioned above is for TCS India operations Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency. Yes. This data has been subject to independent assurance by KPMG # Integrated Annual Report 2023-24 # Business Responsibility & Sustainability Report # 2. Please provide details of total Scope 3 emissions & its intensity, in the following format: \|Parameter\|Unit\|FY 2023-24\|FY 2022-23\| \|---\|---\|---\|---\| \|Total Scope 3 emissions (Break-up of the GHG into CO2, CH4, N2O, HFCs, PFCs, SF6, NF3, if available)\|Metric tonnes of CO2 Equivalent\|4,98,509\|3,66,606\| \|Category 1 - Purchased goods & services\|tCO2e\|14,457\|2,515\| \|Category 2 - Capital goods\|tCO2e\|20,299\|18,549\| \|Category 3 - Fuel and energy related activities (not included in Scope 1 or 2)\|tCO2e\|35,495\|32,094\| \|Category 4 - Upstream transportation and distribution\|tCO2e\|2,620\|5,107\| \|Category 5 - Waste generated in operations\|tCO2e\|1,179\|1,070\| \|Category 6 - Business travel\|tCO2e\|1,17,310\|89,907\| \|Category 7 - Employee commuting\|tCO2e\|3,07,149\|2,17,364\| \|Total Scope 3 emissions per rupee of turnover\|tCO2e/rupee turnover\|0.00000021\|0.00000016\| \|Total Scope 3 emission intensity (Optional) - the relevant metric may be selected by the entity\|(tCO2e/Per FTE)\|0.79\|0.60\| Data excludes accounting for <2% headcount, where TCS does not have operational control. Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency. Yes. This data has been subject to independent assurance by KPMG. # 83 GRI 305-3, GRI 305-4; There are some inclusions and modifications in estimating scope 3 carbon emissions during FY 2024 when compared to FY 2023. Scope 3 emissions: Category 1 & 2: Emission factors (spend based) for purchased and capital goods are taken from the latest available US EPA (Supply Chain GHG Emission Factors for US Commodities and Industries v1.1.1) information for computer equipment, electrical equipment, office equipment, vehicles, and furniture items. The US EPA emission factors for categories 1 & 2 were adopted in FY23 and used in FY24 as well. There is a significant increase in Category 1 due to a new contract. Increase in category 2 is due to Return to Office (RTO). Category 3: The well to tank (WTT) emissions from the fuel used in stationary and mobile combustion such as diesel in DG sets and owned vehicles, LPG or PNG in cafeteria, natural gas for space heating/ cooling, fuel used in hired vehicles (cabs/ buses) are included in this category since FY 2023 and the same has been continued in FY2024 as well. There is an increase in emissions due to use of IEA emission factors for WTT and T&D in FY24. In FY23 the Company had used the DEFRA emission factors. Category 4: Until FY 2022, TCS had included only emissions from transportation of IT assets considering its relative significance compared to other supplies. While the Company continues to capture emissions from transportation of IT assets based on spend based emission factors, emissions related to transportation of non-IT supplies were included. The non - IT supplies covered to estimate category 4 emissions include cafeteria/ canteen supplies, water supplies through tankers, housekeeping material, and other stationary supplies. Emission factors are taken from DEFRA 2023 for the transport emissions based on vehicle type and weight.
There is a significant decrease in this category as the actual data were taken from the locations in FY24 compared to FY23 which was based on pilot study at few locations. The Company has also moved the waste disposal related transport emissions from Category 4 to 5 in FY24. Category 5: No change in approach in FY 2024. The emissions are based on disposal mechanisms (e.g., recycling, reuse, landfill) for different categories of waste (plastic, metal, e-waste, batteries, food waste, garden waste etc.,) and have been computed based on emission factors from DEFRA 2023. Slight increase in emission due to increased RTO and also due to inclusion of waste disposal related transportation under this category. Category 6: In FY 2022, business travel included emissions from air and rail. In FY 2023 and FY 2024, business travel emissions also include hotel stays at various geographies during business travel. Relevant emission factors are taken from DEFRA 2023. There is an increase in emissions due to increase in business travel and accommodation due to resumption and RTO. Category 7: In FY 2024, the employee commute related carbon emission includes those from TCS hired vehicles for transport of employees, personal employee commute, public employee commute & work from home (WFH) emissions. There is an increase in employee commute due to RTO in FY 2023-24 compared to previous year. Integrated Annual Report 2023-24 # Business Responsibility & Sustainability Report # 3. With respect to the ecologically sensitive areas reported at Question 11 of Essential Indicators above, provide details of significant direct & indirect impact of the entity on biodiversity in such areas along-with prevention and remediation activities84. \|S/N\|Initiative undertaken\|Details of the initiative (Web-link, if any, may be provided along-with summary)\|Outcome of the initiative\| \|---\|---\|---\|---\| \| \|Chandaka Wildlife sanctuary authority\|* Installation of inward facing low intensity peripheral lights * Plantation of native/ indigenous plants, medicinal and spice garden, butterfly garden * Provision of organic waste technologies- Vermicomposting and organic waste converter * Provision of rainwater harvesting structure and sewage treatment plant (STP)\|* Inward direction peripheral lights of low intensity to avoid any impact on wildlife movement. * High mast lights in TCS parking area are switched off after 11 pm. * Protection of native/medicinal, plant species as well as butterfly species. * Garden and food waste vermicomposting and organic waste composting technology has been installed to generate organic manure and it is reused for landscaping. * 100% treatment and recycling of wastewater inside the premises. * Groundwater recharging pits for enriching the water table.\| As a proactive initiative, TCS has included 'Urban Biodiversity' conservation as an integral part of TCS Environmental Sustainability Policy and its long-term plan for sustainable development. Biodiversity action plan is implemented across 18 TCS campuses in India to conserve and enhance urban biodiversity. Biodiversity mapping for various flora and fauna species is conducted on an annual basis. TCS campuses across India are home to over 600+ flora species and 200+ fauna species. # 4. If the entity has undertaken any specific initiatives or used innovative technology or solutions to improve resource efficiency, or reduce impact due to emissions / effluent discharge / waste generated, please provide details of the same as well as outcome of such initiatives, as per the following format: \|S/N\|Initiative undertaken\|Details of the initiative (Web-link, if any, may be provided along-with summary)\|Outcome of the initiative\| \|---\|---\|---\|---\| \|1\|HVAC energy efficiency projects\|* Energy efficient AHU's * VRF systems for 24x7 systems on variable load\|2.83 Mn kWh energy savings\| \|2\|UPS based energy efficiency projects\|* UPS consolidation and Modular UPS\|0.801 Mn kWh energy savings\| \|3\|Energy efficiency due to green buildings\|* Roof Underdeck Insulation * Roof tiling to increase SRI (solar reflective index) * CTI Certified Cooling Towers * Renewable Energy use * LED luminaires\|6.63 Mn kWh energy savings\| \|4\|Energy Monitoring and Analytics (Clever Energy + Resource Optimization Center)\|* Set Point modulation * Equipment Schedule Change * Operational Optimization * Alert based Monitoring\|6.04 Mn kWh avoided energy consumption.\| # 5. Does the entity have a business continuity and disaster management plan? Give details in 100 words/ web link. The business continuity and disaster management function in TCS supports the strategic objective of the organization, protects business interest, and proactively strengthens the organization's ability to effectively respond to internal and external threats and enable seamless, continued delivery of critical business operations, in the event of any disruption. The end-to-end framework is effectively managed through defined policy, procedures, guidelines and through in-house developed tools that support planning and communication with all stakeholders.
The framework is fully compliant and certified to ISO 22301:2019, CMMI-SVC and is integrated with TCS quality management system for consistent deployment across the organization. 84 GRI 304-2, GRI 304-3 Integrated Annual Report 2023-24 # Business Responsibility & Sustainability Report TCS has Emergency Preparedness Plans (EPP) for disasters such as earthquake, floods, cyclones etc in its internal portal. The plan outlays the responsibilities of action owners, plan description including precautions to be taken, evacuation procedures and post incident action plan which would need to be followed at locations facing the emergency scenario. TCS' Business Continuity Plans, One for Every Customer Relationship are aligned to their customer requirements and then for all enabling functions (Like Admin, IS, HR etc.) are covered within Region (Branch), Global Delivery Centre and for the horizontal functions like (Corporate IS function). Each of them maintain their BCP plans aligned to their scope and holistic logical assimilation of all these are TCS Level Business continuity plans. TCS' Business Continuity Management (BCM) framework ensures that respective owners consider all contractual/ regulatory requirements, scope of services, demographics of operations, interdependencies of services and underlying assets, identifies business impact of loss/ interruption or disruption, and determines appropriate continuity strategy for the same. The associated potential risks are identified, assessed and appropriate response is devised to handle respective risks. Based on inputs, detailed plan is drafted outlaying the responsibilities for action owner to respond during any unforeseen eventualities for Site level outages and city level outages (resulting from an earthquakes, floods, cyclones or pandemic level impacts). All these plans are subjected to periodic testing to ascertain the realistic applicability of the plan. Also, there are provisions to capture precautions taken, evacuation procedures and post incident action plan which enables the continual learnings and incorporating the improvements and enhancing the process maturity as a continued process. # 6. Disclose any significant adverse impact to the environment, arising from the value chain of the entity. What mitigation or adaptation measures have been taken by the entity in this regard. No significant adverse impact envisaged from TCS' value chain. # 7. Percentage of value chain partners (by value of business done with such partners) that were assessed for environmental impacts. TCS launched its Supplier Sustainability Assessment Platform during FY 2022-23. This year 17% of value chain partners (by spend) for sustainability criteria was successfully assessed. Through this platform, TCS will continue to engage its suppliers on sustainability assessments, training and awareness to help them improve their sustainability performance. # PRINCIPLE 7 : Businesses, when engaging in influencing public and regulatory policy, should do so in a manner that is responsible and transparent # Essential Indicators # 1. a. Number of affiliations with trade and industry chambers/ associations File: AR_TCS_2023_2024.md TCS is associated with various leading trade bodies/ industry chambers/ associations in India. All these associations have a PAN-India presence and work in close collaboration with governments- central and state. In addition, TCS collaborates with bilateral/ multilateral international chambers, based out of India, on multiple technology and trade related matters. # b. List the top 10 trade and industry chambers/ associations (determined based on the total members of such body) the entity is a member of/ affiliated to \|S/N\|Name of the trade and industry chambers/ associations\| \|---\|---\| \|1\|National Association of Software and Service Companies (NASSCOM)\| \|2\|Confederation of Indian Industry (CII)\| \|3\|Federation of Indian Chambers of Commerce & Industry (FICCI)\| \|4\|Associated Chambers of Commerce & Industry of India (ASSOCHAM)\| \|5\|Public Affairs Forum of India (PAFI)\| \|6\|The Institute of Management Consultants of India (IMCI)\| \|7\|Telecom Equipment and Services Export Promotion Council (TEPC)\| \|8\|Indo American Chamber of Commerce (IACC)\| \|9\|Bombay Chamber of Commerce (BCCI)\| \|10\|IMC Chamber of Commerce and Industry\| # Reach of trade and industry chambers/ associations State/NationalNationalNationalNationalNationalNationalNationalNationalNationalNationalNational 85 GRI 308-2 86 GRI 308-1, GRI 308-2 87 GRI 2-28 # Business Responsibility & Sustainability Report # 2. Provide details of corrective action taken or underway on any issues related to anti-competitive conduct by the entity, based on adverse orders from regulatory authorities \|Name of authority\|Brief of the case\|Corrective action taken\| \|---\|---\|---\| \|NA\| \| \| # Leadership Indicators # 1.
Details of public policy positions advocated by the entity: \|S/N\|Public policy advocated\|Method resorted for such advocacy\| \|---\|---\|---\| \|1\|SEZ notification regarding Rule 43A: 'Work from Home' has been replaced by 'Hybrid Working' and further, the notification reiterates at 13 (b) that employer retains the right to choose the place of work for the specified duration\|* Industry meetings with Ministry of Electronics and Information & Technology (MeitY), Department of Commerce, Ministry of Finance (MoF) * Participation in round tables discussions and consultations organized by industry associations such as CII, FICCI, NASSCOM * Recommendations submitted to relevant government departments, trade associations on request\| \|2\|Digital Personal Data Protection Act, 2023 (DPDP Act): DPDP Act was passed in both houses of the Parliament and ratified as a law by the president in August 2023. In the absence of administrative rules under the Act, the law is still not operational. Recommendations on transitional period for implementation of the DPDP Act\|* Participated in the consultation process facilitated by MeitY * Submitted recommendations on transitional period for implementation of the DPDP Act\| \|3\|Amendment in SEZ Rules to allow developer of IT/ITeS SEZ to demarcate a portion of built-up area of IT/ITeS SEZ as domestic tariff area\|* Industry meetings with Ministry of Electronics and Information & Technology (MeitY), Department of Commerce, Ministry of Finance (MoF) * Participation in round tables discussions and consultations organized by industry associations such as CII, FICCI, NASSCOM * Recommendations submitted to relevant government departments, trade associations on request\| # Whether information available in public domain? (Yes/No) \|Information\|Frequency of Review by Board (Annually/ Half yearly/ Quarterly / Others - please specify)\|Web Link, if available\| \|---\|---\|---\| \|Yes\|As and when required\| \| \|Partially\|As and when required\|https://www.tcs.com/investorrelations/publicpolicy-positionsdetails\| \|Yes\|As and when required\| \| # Business Responsibility & Sustainability Report # PRINCIPLE 8: Businesses should promote inclusive growth and equitable development # Essential Indicators 1. Details of Social Impact Assessments (SIA) of projects undertaken by the entity based on applicable laws, in the current financial year88. \|Name and brief details of project\|SIA Notification No.\|Date of notification\|Whether conducted by independent external agency (Yes/No)\|Results communicated in public domain (Yes/No)\|Relevant web link\| \|---\|---\|---\|---\|---\|---\| \|NA\|NA\|NA\|NA\|NA\|NA\| 2. Provide information on project(s) for which ongoing Rehabilitation and Resettlement (R&R) is being undertaken by your entity, in the following format: \|S/N\|Name of Project for which R&R is ongoing\|State\|District\|No. of Project Affected Families (PAFs)\|% of PAFs covered by R&R\|Amounts paid to PAFs in the FY (In INR)\| \|---\|---\|---\|---\|---\|---\|---\| \|NA\|NA\|NA\|NA\|NA\|NA\|NA\| 3. Describe the mechanisms to receive and redress grievances of the community89. The TCS culture empowers communities and encourages open communication of concerns and grievances through various channels. In addition, individual regional leaders are connected at ground level and provide feedback from time to time. TCS sustainability policies available on the website details how it is documented, evaluated and addresses various stakeholder feedback, concerns and grievances. TCS monitors and evaluates its programs through a professionally designed ROI framework: - i) 'R'- Reach- Reach is the number of direct beneficiaries reached through a program/ initiative - ii) 'O'- Outcome- Outcome is linked to the program and indicates intended result(s) of the program - iii) 'I'- Impact- Impact refers to shifts in Mental, Socio-Cultural, Physical, Economic and Political spaces in the life of a beneficiary. Post program implementation, surveys and questionnaires capture the feedback which is duly implemented. 4. Percentage of input material (inputs to total inputs by value) sourced from suppliers90: \| \|FY 2023-24 (%)\|FY 2022-23 (%)\| \|---\|---\|---\| \|Directly sourced from MSMEs / small producers\|6.0\|4.1\| \|Sourced directly from within India\|33.5\|26.4\| Restated due to change in approach to ensure comparability of information disclosed. In FY 2022-23, the total purchases were considered for TCS Limited branches (India), however, in FY 2023-24 total purchases were considered for TCS Limited branches (India and Overseas), including its Indian subsidiaries. 5. Job creation in smaller towns - Disclose wages paid to persons employed (including employees or workers employed on a permanent or non-permanent / on contract basis) in the following locations, as % of total wage cost \|Location\|FY 2023-24 (%)\|FY 2022-23 (%)\| \|---\|---\|---\| \|Rural\|0.0\|0.0\| \|Semi-Urban\|0.0\|0.0\| \|Urban\|4.7\|4.4\| \|Metropolitan\|95.3\|95.6\| (Places are categorized as per RBI Classification System- rural / semi-urban / urban / metropolitan) * Numbers mentioned above are specific to India geography. * Classification is based on the RBI Guidelines and Census 2011. As per the latest census all urban would be classified as Metropolitan based on the population index. # Leadership Indicators 1.
Provide details of actions taken to mitigate any negative social impacts identified in the Social Impact Assessments (Reference: Question 1 of Essential Indicators above): \|Details of negative social impact identified\|Corrective action plan\| \|---\|---\| \|NA\|NA\| 88 GRI 413-1 89 GRI 2-16, GRI 2-25, GRI 2-26, GRI 413-1 90 GRI 204-1 Integrated Annual Report 2023-24 # Business Responsibility & Sustainability Report # 2. Provide the following information on CSR projects undertaken by your entity in designated aspirational districts as identified by government bodies: \|S/N\|Program\|State\|Aspirational District\|Amount spent (in ` crore)\| \|---\|---\|---\|---\|---\| \|1\|Youth Employment Program (YEP)\|West Bengal, Gujarat, Maharashtra, Mizoram, Kerala, Haryana, Punjab, Andhra Pradesh, Madhya Pradesh, Odisha, Karnataka, Jammu and Kashmir, Uttar Pradesh, Chhattisgarh, Telangana, Bihar, Assam, Uttarakhand, Tamil Nadu, Manipur, Dadra and Nagar Haveli and Daman And Diu, Jharkhand, Nagaland, Meghalaya, Rajasthan, Puducherry, Ladakh, Himachal Pradesh, Arunachal Pradesh, Delhi, Goa\|Baramulla, Bastar, Bhadradri Kothagudem, Dahod, Dhenkanal, Dumka, East Singhbum, Ferozepur, Gadchiroli, Gajapati, Goalpara, Haridwar, Namsai, Nandurbar, Osmanabad, Pakur, Purnia, Raichur, Rajnandgaon, Ramanathapuram, Ramgarh, Ranchi, Ri Bhoi, Sahebganj, Siddharth Nagar, Sonbhadra, Vidisha, Virudhunagar, Visakhapatanam, Vizianagaram, Warangal, Wayanad, West Singhbhum, Y.S.R., Yadgir\|3.3\| \|2\|BridgeIT\|West Bengal, Mizoram, Haryana, Rajasthan, Madhya Pradesh, Odisha, Uttar Pradesh, Jharkhand, Bihar, Karnataka\|Chhatarpur, Dholpur, Gajapati, Latehar, Lohardaga, Muzaffarpur, Nawada, Raichur, Ramgarh, Ranchi, Rayagada, Yadgir\|1.9\| \|3\|Literacy as a Service (LaaS)\|Madhya Pradesh, Odisha, West Bengal, Uttar Pradesh, Gujarat, Maharashtra, Haryana, Punjab, Delhi\|Chandauli, Dahod\|0.9\| \|4\|Go Innovate Together (goIT)\|Uttar Pradesh, Gujarat, Andhra Pradesh, Jharkhand, Madhya Pradesh, Ladakh, West Bengal, Bihar\|Bahraich, Balrampur, Chandauli, Chitrakoot, East Singhbum, Fatehpur, Shravasti, Siddharth Nagar, Sonbhadra, Visakhapatanam, Y.S.R.\|0.8\| \|5\|Ignite My Future (IMF)\|West Bengal, Uttar Pradesh, Gujarat, Maharashtra, Uttarakhand, Andhra Pradesh, Chhattisgarh, Karnataka, Madhya Pradesh, Telangana, Himachal Pradesh, Tamil Nadu, Odisha, Dadra and Nagar Haveli and Daman and Diu, Rajasthan, Jharkhand, Kerala, Bihar, Haryana, Punjab, Delhi\|Bahraich, Balrampur, Bhadradri Kothagudem, Chandauli, Chitrakoot, Dahod, Dhenkanal, East Singhbum, Fatehpur, Gadchiroli, Gaya, Gumla, Kanker, Karauli, Kondagaon, Mahasamund, Muzaffarpur, Narmada, Osmanabad, Raichur, Shravasti, Siddharth Nagar, Sonbhadra, Sukma, Udam Singh Nagar, Vidisha, Visakhapatanam, Vizianagaram, West Singhbhum, Y.S.R.\|0.6\| * The amount mentioned above is for the entire program across all districts (not only the aspirational ones). # 3. a) Do you have a preferential procurement policy where you give preference to purchase from suppliers comprising marginalized /vulnerable groups? (Yes/No) While procuring goods/services from MSME vendors, TCS treats MSME vendors at par with non MSME vendors. However, TCS follows preferential payment norms for MSME vendors. # b) From which marginalized /vulnerable groups do you procure? Vendors qualified as MSME by Government agency. # c) What percentage of total procurement (by value) does it constitute? Please refer to answer for Q.4 in Principle 8, Essential indicators. Integrated Annual Report 2023-24 # Business Responsibility & Sustainability Report # 4. Details of the benefits derived and shared from the intellectual properties owned or acquired by your entity (in the current financial year), based on traditional knowledge: \|S/N\|Intellectual Property based on traditional knowledge\|Owned / Acquired (Yes/No)\|Benefit shared (Yes/No)\|Basis of calculating Benefit share\| \|---\|---\|---\|---\|---\| \|NA\|NA\|NA\|NA\|NA\| # 5. Details of corrective actions taken or underway, based on any adverse order in intellectual property related disputes wherein usage of traditional knowledge is involved. \|Name of authority\|Brief of the case\|Corrective action taken\| \|---\|---\|---\| \|NA\|NA\|NA\| # 6. Details of beneficiaries of CSR Projects: \|S/N\|CSR Project\|No. of persons benefited from CSR projects\|% of beneficiaries from vulnerable and marginalized groups\| \|---\|---\|---\|---\| \|1\|Youth Employment Program (YEP)\|23,297\|49\| \|2\|BridgeIT\|3,12,523\|88\| \|3\|Literacy as a Service (LaaS)\|20,342\|99\| \|4\|Go Innovate Together (goIT)\|1,21,648\|76\| \|5\|Ignite My Future (IMF)\|3,19,175\|64\| # PRINCIPLE 9: Businesses should engage with and provide value to their consumers in a responsible manner # Essential Indicators # 1. Describe the mechanisms in place to receive and respond to consumer complaints and feedback. TCS' customers are large enterprises, typically Fortune 1000 or Global 2000 corporations. They are provided with multiple mechanisms to report complaints or feedback. Each customer concern is addressed with utmost care at all levels. TCS teams acknowledge, analyze the incidents and develop an action plan to resolve it. The team engages with the customer to validate the action plan and regularly updates customers about the progress of action planned. TCS has a structured approach to receive feedback from customers periodically. Such feedback is analyzed for improvements and action plans are implemented to ensure utmost customer satisfaction. For privacy specific complaints, they can also raise incidents with TCS' Data Protection or Privacy Officers. The contact details of the data protection and privacy officers are available at https://www.tcs.com/who-we-are/legal/privacy-policy-commitment or as otherwise notified to the customers from time to time. # 2.
Turnover of products and/ services as a percentage of turnover from all products/service that carry information about: \|Environmental and social parameters relevant to the product\|As a percentage to total turnover\| \|---\|---\| \|Safe and responsible usage\|NA\| \|Recycling and/or safe disposal\|NA\| 91 GRI 2-16, GRI 2-25, GRI 2-26 Integrated Annual Report 2023-24 # Business Responsibility & Sustainability Report # 3. Number of consumer complaints in respect of the following: \|Category\| \|FY 2023-24\|Remarks\| \|FY 2022-23\|Remarks\| \|---\|---\|---\|---\|---\|---\|---\| \|Data privacy\|24\|0\|TCS treats customers as consumers.\|19\|5\|TCS treats customers as consumers.\| \| \| \| \|These complaints pertain to accidental data sharing with unintended recipients.\| \| \|These complaints pertain to accidental data sharing with unintended recipients.\| \|Advertising\|NA\| \| \| \| \| \| \|Cyber-security\|NIL\| \| \| \| \| \| \|Delivery of essential services\|NIL\| \| \| \| \| \| \|Restrictive Trade Practices\|NIL\| \| \| \| \| \| \|Unfair Trade Practices\|NIL\| \| \| \| \| \| # 4. Details of instances of product recalls on account of safety issues: NA # 5. Does the entity have a framework/ policy on cyber security and risks related to data privacy? (Yes/No) If available, provide a web-link of the policy. TCS has Information Security policy covering cybersecurity and is approved by top management. Policy is available at TCS website: https://www.tcs.com/who-we-are/legal/security-policy. TCS has deployed cybersecurity framework which is aligned with NIST Cybersecurity Framework. From data privacy aspects, TCS' commitment to privacy is espoused in TCS Global Privacy Policy. This is accessible at https://www.tcs.com/privacy-policy-commitment. TCS has defined and implemented a Global Privacy policy that is applicable to all its legal entities, branches, lines of businesses, and functions. The global privacy policy is a "gold standard of privacy" addressing applicable privacy regulations and based on inputs from industry bodies dealing with privacy. The Global Privacy policy covers all stakeholders across the value chain including - employees (full-time and contractual), customers, partners, vendors/suppliers, and any other stakeholder whose Personal Data is processed. All third parties (vendors/suppliers) are engaged/contracted with adequate due diligence, and commitment towards privacy obligations. # 6. Provide details of any corrective actions taken or underway on issues relating to advertising, and delivery of essential services; cyber security and data privacy of customers; re-occurrence of instances of product recalls; penalty/action taken by regulatory authorities on safety of products/services. NIL # 7. Provide the following information relating to data breaches: # a. Number of instances of data breaches NIL # b. Percentage of data breaches involving personally identifiable information of customers As a data fiduciary, TCS has not had any data breach incidents involving personally identifiable information of customers in FY 2023-24. # c. Impact, if any, of the data breaches NA 92 GRI 2-23 93 National Institute of Standards and Technology (NIST) CSF is Cybersecurity framework published by NIST (Standards Institute in USA) which enables organization to improve Cybersecurity for its critical infrastructure. Integrated Annual Report 2023-24 # Business Responsibility & Sustainability Report # Leadership Indicators 1. Channels / platforms where information on products and services of the entity can be accessed (provide web link, if available). www.tcs.com 2. Steps taken to inform and educate consumers about safe and responsible usage of products and/or services. NA 3. Mechanisms in place to inform consumers of any risk of disruption/discontinuation of essential services. Each customer relationship in TCS has a business continuity mechanism to handle any disruption of services/products and a suitable communication plan. 4. Does the entity display product information on the product over and above what is mandated as per local laws? (Yes/No/Not Applicable) If yes, provide details in brief. Did your entity carry out any survey with regard to consumer satisfaction relating to the major products / services of the entity, significant locations of operation of the entity or the entity as a whole? (Yes/No) NA Integrated Annual Report 2023-24 # Business Responsibility & Sustainability Report # KPMG Assurance and Consulting Services LLP Telephone: +91 (22) 3989 6000 2nd Floor, Block T2 (B Wing), Lodha Excelus, Apollo Mills Compound, N. M. Joshi Marg, Mahalaxmi Mumbai - 400 011 India # Independent Practitioners' Reasonable Assurance Report To the Directors of Tata Consultancy Services Limited Assurance report on the sustainability disclosures in the Business Responsibility and Sustainability Reporting (BRSR) Core Format 1 (called 'Identified Sustainability Information' (ISI) of Tata Consultancy Services Limited (the 'Company') for the period from 1 April 2023 to 31 March 2024. The ISI is included in the Business Responsibility and Sustainability Reporting of the Company for the period from 1 April 2023 to 31 March 2024.
# Opinion We have performed a reasonable assurance engagement on whether the Company's sustainability disclosures in the BRSR Core Format (refer to Annexure 1) for the period from 1 April 2023 to 31 March 2024 has been prepared in accordance with the reporting criteria (refer table below). \|Identified Sustainability Information (ISI) subject to assurance\|Period\|Page number in the Annual Report\|Reporting criteria\| \|---\|---\|---\|---\| \|BRSR Core (refer Annexure 1)\|From 1 April 2023 to 31 March 2024\|127 to 166\|- Regulation 34(2)(f) of the Securities and Exchange Board of India (SEBI) Listing Obligations and Disclosure Requirements (SEBI LODR)\| \| \| \| \|- Guidance notes for BRSR format issued by SEBI\| \| \| \| \|- World Resource Institute (WRI) / World Business Council for Sustainable Development (WBCSD) Greenhouse Gas (GHG) Protocol (A Corporate Accounting and Reporting Standards)\| This engagement was conducted by a multidisciplinary team including assurance practitioners, engineers and environmental and social professionals. 1 Notified by SEBI vide circular number SEBI/HO/CFD/CFD-SEC-2/P/CIR/2023/122 dated 12 July 2023 1 \| P a g e # Integrated Annual Report 2023-24 # Business Responsibility & Sustainability Report In our opinion, the company's Identified Sustainability Information on pages 127 to 166 of the Annual Report for the period 1 April 2023 to 31 March 2024, subject to reasonable assurance is prepared, in all material respects, in accordance with the Regulation 34(2)(f) of the Securities and Exchange Board of India (SEBI) Listing Obligations and Disclosure Requirements (SEBI LODR) and basis of preparation set out in page 128 Section A: General Disclosures 13 of the Integrated Annual Report. We do not express an assurance opinion on information in respect of any other information included in the Integrated Annual Report 2024 or linked from the Sustainability Information or from the Integrated Annual Report 2023, including any images, audio files or embedded videos. # Basis for opinion We conducted our engagement in accordance with International Standard on Assurance Engagements (ISAE) 3000 (Revised), Assurance Engagements Other Than Audits or Reviews of Historical Financial Information issued by the International Auditing and Assurance Standards Board (IAASB). Our responsibilities under those standards are further described in the "Our responsibilities" section of our report. We have complied with the independence and other ethical requirements of the International Code of Ethics for Professional Accountants (including International Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA). Our firm applies International Standard on Quality Management (ISQM) 1, Quality Management for Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services Engagements, issued by the IAASB. This standard requires the firm to design, implement and operate a system of quality management, including policies or procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. # Other information Additionally, we have performed a limited assurance engagement on select BRSR and GRI indicators and issued an independent assurance report on 08 May 2024. Our report thereon is included with the other information. Our reasonable assurance opinion on the ISI does not extend to other information that accompanies or contains the 'ISI and our assurance report' (hereafter referred to as "other information"). We have read the other information, but we have not performed any procedures with respect to the other information. # Other matter Select BRSR Core attributes of the Company for the year ended 31 March 2023 were assured by the previous assurance practitioner who had expressed an unmodified opinion on 09 June 2023. Our opinion is not modified in respect of this matter. 2 \| P a g e # Integrated Annual Report 2023-24 # Business Responsibility & Sustainability Report # Intended use or purpose The ISI and our reasonable assurance report are intended for users who have reasonable knowledge of the BRSR Core attributes, the reporting criteria and ISI and who have read the information in the ISI with reasonable diligence and understand that the ISI is prepared and assured at appropriate levels of materiality. Our opinion is not modified in respect of this matter.
# Responsibilities for the identified Sustainability Information (ISI) The management of the Company acknowledge and understand their responsibility for: - designing, implementing and maintaining internal controls relevant to the preparation of the ISI that is free from material misstatement, whether due to fraud or error; - selecting or establishing suitable criteria for preparing the ISI, taking into account applicable laws and regulations, if any, related to reporting on the ISI, identification of key aspects, engagement with stakeholders, content, preparation and presentation of the ISI in accordance with the reporting criteria; - disclosure of the applicable criteria used for preparation of the ISI in the relevant report/statement; - preparing/properly calculating the ISI in accordance with the reporting criteria; and - ensuring the reporting criteria is available for the intended users with relevant explanation; - establishing targets, goals and other performance measures, and implementing actions to achieve such targets, goals and performance measures; - responsible for providing the details of the management personnel who takes ownership of the ISI disclosed in the report; - ensuring compliance with law, regulation or applicable contracts; - making judgments and estimates that are reasonable in the circumstances; - identifying and describing any inherent limitations in the measurement or evaluation of information subject to assurance in accordance with the reporting criteria; - preventing and detecting fraud; - selecting the content of the ISI, including identifying and engaging with intended users to understand their information needs; - informing us of other information that will be included with the ISI; - supervision of other staff involved in the preparation of the ISI. Those charged with governance are responsible for overseeing the reporting process for the Company's ISI. 3 \| P a g e # Integrated Annual Report 2023-24 # Business Responsibility & Sustainability Report # Inherent limitations in preparing the ISI The preparation of the company's BRSR information requires the management to establish or interpret the criteria, make determinations about the relevancy of information to be included, and make estimates and assumptions that affect the reported information. Measurement of certain amounts and BRSR Core metrics, some of which are estimates, is subject to substantial inherent measurement uncertainty, for example, GHG emissions, water footprint, energy footprint. Obtaining sufficient appropriate evidence to support our opinion does not reduce the uncertainty in the amounts and metrics. # Our responsibilities We are responsible for: - Planning and performing the engagement to obtain reasonable assurance on the sustainability disclosures in the BRSR Core are free from material misstatement, whether due to fraud or error, in accordance with the Reporting Criteria in line with the section above. - Forming an independent opinion, based on the procedures we have performed and the evidence we have obtained, and - Reporting our reasonable assurance opinion to the Directors of Tata Consultancy Services Limited. # Exclusions Our assurance scope excludes the following and therefore we will not express an opinion on the same: - Operations of the Company other than those mentioned in the "Scope of Assurance". - Aspects of the BRSR and the data/information (qualitative or quantitative) other than the ISI. - Data and information outside the defined reporting period i.e., from 1 April 2023 to 31 March 2024. - The statements that describe expression of opinion, belief, aspiration, expectation, aim, or future intentions provided by the Company. # Summary of the work we performed as the basis for our opinion We exercised professional judgment and maintained professional skepticism throughout the engagement. We designed and performed our procedures to obtain evidence that is sufficient and appropriate to provide a basis for our reasonable assurance opinion. # Reasonable assurance opinion The nature, timing, and extent of the procedures selected depended on our judgment, including an assessment of the risks of material misstatement of the information subject to reasonable assurance, whether due to fraud or error. We identified and assessed the risks of material misstatement through understanding the Information subject to reasonable assurance and the engagement circumstances. We also obtained an understanding of the internal control relevant to the information subject to reasonable assurance in order to 4 \| P a g e Integrated Annual Report 2023-24 # Business Responsibility & Sustainability Report design procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of internal controls.
In carrying out our engagement, we: - assessed the suitability of the criteria used by the company in preparing the reasonable assurance information; - evaluated the appropriateness of reporting policies, quantification methods and models used in the preparation of the information subject to reasonable assurance and the reasonableness of estimates made by the company; and - evaluated the overall presentation of the information subject to reasonable assurance. M Shivananda Shetty Partner KPMG Assurance and Consulting Services LLP Date: 08 May 2024 Place: Mumbai 5 \| P a g e # Integrated Annual Report 2023-24 # Business Responsibility & Sustainability Report # Appendix - 1 # BRSR Core attributes \|BRSR Indicator\|Type of Assurance\| \|---\|---\| \|P6 E1- Details of total energy consumption (in Joules or multiples)\|Reasonable\| \|P6 E1- Details of total energy intensity\|Reasonable\| \|P6 E3- Provide details of water withdrawal by source\|Reasonable\| \|P6 E4- Provide details of water discharged\|Reasonable\| \|P6 E3- Provide details of water consumption\|Reasonable\| \|P6 E7- Provide details of greenhouse gas emissions (Scope 1)\|Reasonable\| \|P6 E7- Provide details of greenhouse gas emissions (Scope 2)\|Reasonable\| File: AR_TCS_2023_2024.md \|P6 E7 - Provide details of greenhouse gas emissions (Scope 1 and Scope 2) intensity\|Reasonable\| \|P6 E9- Provide details related to waste generated by category of waste\|Reasonable\| \|P6 E9 - Provide details related to waste recovered through recycling, re-using or other recovery operations\|Reasonable\| \|P6 E9- Provide details related to waste disposed by nature of disposal method\|Reasonable\| \|P3 E11-Details of safety related incidents including lost time injury frequency rate, recordable work-related injuries, no. of fatalities\|Reasonable\| \|P9 E7- Instances involving loss/breach of data of customers as a percentage of total data breaches or cyber security events\|Reasonable\| \|P5 E7- Complaints filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, including complaints reported, complaints as a % of female employees, and complaints upheld\|Reasonable\| \|P1 E9-Concentration of purchases & sales done with trading houses, dealers, and related parties Loans and advances & investments with related parties\|Reasonable\| \|P1 E8- Number of days of accounts payable\|Reasonable\| \|P8 E5- Job creation in smaller towns\|Reasonable\| \|P3 E1c- Spending on measures towards well-being of employees and workers - cost incurred as a % of total revenue of the company\|Reasonable\| \|P5 E3b- Gross wages paid to females as % of wages paid\|Reasonable\| \|P8 E4 - Input material sourced from following sources as % of total purchases - Directly sourced from MSMEs/ small producers and from within India\|Reasonable\| 6 \| P a g e Integrated Annual Report 2023-24 # Consolidated Financial Statements # Independent Auditor's Report To the Members of Tata Consultancy Services Limited # Report on the Audit of the Consolidated Financial Statements # Opinion We have audited the consolidated financial statements of Tata Consultancy Services Limited (hereinafter referred to as the "Holding Company") and its subsidiaries (Holding Company and its subsidiaries together referred to as "the Group"), which comprise the consolidated balance sheet as at 31 March 2024, and the consolidated statement of profit and loss (including other comprehensive income), consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including material accounting policies and other explanatory information (hereinafter referred to as "the consolidated financial statements"). In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial statements give the information required by the Companies Act, 2013 ("Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the Group as at 31 March 2024, of its consolidated profit and other comprehensive income, consolidated changes in equity and consolidated cash flows for the year then ended. # Basis for Opinion We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in terms of the Code of Ethics issued by the Institute of Chartered Accountants of India and the relevant provisions of the Act, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our opinion on the consolidated financial statements. # Key Audit Matter(s) Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. \|Revenue recognition- Fixed price contracts where revenue is recognized using percentage of completion method\|See Note 5(a) and Note 12 to consolidated financial statements\| \|---\|---\| \|The key audit matter\|How the matter was addressed in our audit\| \|The Group inter alia engages in Fixed-price contracts, wherein, revenue is recognized using the percentage of completion computed as per the input method based on the Group's estimate of contract costs. We identified revenue recognition of fixed price contracts where the percentage of completion is used as a key audit matter since-\|Our audit procedures included the following:\| \|* there is an inherent risk and presumed fraud risk around the accuracy and existence of revenues recognised considering the customised and complex nature of these contracts and significant inputs of IT systems\|* Obtained an understanding of the systems, processes and controls implemented by the Group for recording and computing revenue and the associated contract assets, unearned and deferred revenue balances.\| \| \|* Involvement of our Information technology('IT') specialists, as required:\| \| \|▶ Assessed the IT environment in which the business systems operate and tested system controls over computation of revenue recognised;\| \| \|▶ Tested the IT controls over appropriateness of cost and revenue reports generated by the system;\| Integrated Annual Report 2023-24 # Consolidated Financial Statements # The key audit matter - Application of revenue recognition accounting standard (Ind AS 115, Revenue from Contracts with customers) is complex and involves a number of key judgments and estimates in mainly identifying performance obligations, related transaction price and estimating the future cost-to-completion of these contracts, which is used to determine the percentage of completion of the relevant performance obligation; - These contracts may involve onerous obligations which requires critical assessment of foreseeable losses to be made by the Group; and - At year-end, significant amount of work in progress (Contract assets), related to these contracts are recognised on the balance sheet. # How the matter was addressed in our audit - Tested the controls pertaining to allocation of resources and budgeting systems which prevent the unauthorized recording/changes to costs incurred; and - Tested on a random sampling basis the controls relating to the estimation of contract costs required to complete the respective projects. On selected specific and statistical samples of contracts, we tested that the revenue recognized is in accordance with the revenue recognition accounting standard including - - Evaluated the identification of performance obligations and the ascribed transaction price; - For testing the Group's computation of the estimation of contract costs and onerous obligations, if any. We: # Other Information The Holding Company's Management and Board of Directors are responsible for the other information. The other information comprises the information included in the Holding Company's Annual report, but does not include the financial statements and auditor's reports thereon. The Holding Company's Annual report is expected to be made available to us after the date of this auditor's report. Our opinion on the consolidated financial statements does not cover the other information and we will not express any form of assurance conclusion thereon. In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. # Management's and Board of Directors' Responsibilities for the Consolidated Financial Statements The Holding Company's Management and Board of Directors are responsible for the preparation and presentation of these consolidated financial statements in term of the requirements of the Act that give a true and fair view of the consolidated state of affairs, consolidated profit/loss and other comprehensive income, consolidated statement of changes in equity and consolidated cash flows of the Group in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act.
The respective Management and Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of each company and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the Management and Board of Directors of the Holding Company, as aforesaid. Integrated Annual Report 2023-24 # Consolidated Financial Statements In preparing the consolidated financial statements, the respective Management and Board of Directors of the companies included in the Group are responsible for assessing the ability of each company to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. appropriateness of this assumption. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern. The respective Board of Directors of the companies included in the Group are responsible for overseeing the financial reporting process of each company. # Auditor's Responsibilities for the Audit of the Consolidated Financial Statements Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: - Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. - Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls. - Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Management and Board of Directors. - Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis of accounting in preparation of consolidated financial statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the. - Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance of the Holding Company and such other companies included in the consolidated financial statements of which we are the independent auditors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. # Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditor's Report) Order, 2020 ("the Order") issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable. 2. A. As required by Section 143(3) of the Act, we report, to the extent applicable, that: 1. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements. 2. In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our. # 176 Consolidated Financial Statements examination of those books except for the matters stated in paragraph 2(B)(f) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014. c. The consolidated balance sheet, the consolidated statement of profit and loss (including other comprehensive income), the consolidated statement of changes in equity and the consolidated statement of cash flows dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements. d. In our opinion, the aforesaid consolidated financial statements comply with the Ind AS specified under Section 133 of the Act. e. On the basis of the written representations received from the directors of the Holding Company as on 1 April 2024 to 10 April 2024 taken on record by the Board of Directors of the Holding Company and on the basis of written representations received by the management from directors of its subsidiaries which are incorporated in India, as on 31 March 2024 to 10 April 2024, none of the directors of the Group companies incorporated in India is disqualified as on 31 March 2024 from being appointed as a director in terms of Section 164(2) of the Act. f. The modifications relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph 2(A)(b) above on reporting under Section 143(3)(b) of the Act and paragraph 2(B)(f) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014. g. With respect to the adequacy of the internal financial controls with reference to financial statements of the Holding Company and its subsidiary companies incorporated in India and the operating effectiveness of such controls, refer to our separate Report in "Annexure B". # B. With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us: a. The consolidated financial statements disclose the impact of pending litigations as at 31 March 2024 on the consolidated financial position of the Group. Refer income tax liabilities disclosed in the consolidated balance sheet along with Note 20 to the consolidated financial statements. b. The Group did not have any material foreseeable losses on long-term contracts including derivative contracts during the year ended 31 March 2024. c.
There has been no delay in transferring amounts to the Investor Education and Protection Fund by the Holding Company during the year ended 31 March 2024. There are no amounts which are required to be transferred to the Investor Education and Protection Fund by the subsidiary companies incorporated in India during the year ended 31 March 2024. d. (i) The management of the Holding Company represented that, to the best of their knowledge and belief, as disclosed in the Note 23 to the consolidated financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Holding Company or any of its subsidiary companies incorporated in India to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Holding Company or any of its subsidiary companies incorporated in India ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries. (ii) The management of the Holding Company represented that, to the best of their knowledge and belief, as disclosed in the Note 23 to the consolidated financial statements, no funds have been received by the Holding Company or any of its subsidiary companies incorporated in India from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Holding Company or any of its subsidiary companies incorporated in India shall directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Parties ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries. (iii) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (i) and (ii) above, contain any material misstatement. Integrated Annual Report 2023-24 # Consolidated Financial Statements e. The interim dividend declared and paid by the Holding Company during the year and until the date of this audit report is in accordance with Section 123 of the Act. The final dividend paid by the Holding Company and its subsidiary companies incorporated in India during the year in respect of the same declared for the previous year is in accordance with Section 123 of the Act to the extent it applies to payment of dividend. As stated in Note 30 to the financial statements, the Board of Directors of the Holding Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with Section 123 of the Act to the extent it applies to declaration of dividend. f. The reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is applicable from 1 April 2023. Based on our examination which included test checks, and as communicated by the respective auditor of three subsidiaries, except for the instances mentioned below, the Holding Company and its subsidiary companies incorporated in India have used accounting softwares for maintaining its books of account, which have a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the respective softwares: 1. In case of the Holding Company and its three subsidiary companies incorporated in India, the feature of recording audit trail (edit log) facility was not enabled at the database level to log any direct data changes for the accounting softwares used for maintaining the books of account relating to payroll and certain non-editable fields/tables of the accounting software used for maintaining general ledger. 2. In case of the Holding Company, the feature of recording audit trail (edit log) facility was not enabled at the database level to log any direct data changes for the accounting software used for maintaining the books of account relating to consolidation. 3.
In case of the Holding Company and its three subsidiary companies incorporated in India, the feature of recording audit trail (edit log) facility was not enabled at the application layer of the accounting softwares relating to revenue, trade receivables and general ledger for the period 1 April 2023 to 13 November 2023 and relating to property, plant and equipment for the period 1 April 2023 to 14 December 2023. Further, in case of a subsidiary incorporated in India, the feature of recording audit trail (edit log) facility was not enabled at the application layer of the accounting software relating to payroll for the period 1 April 2023 to 15 February 2024. 4. In case of a subsidiary incorporated in India, as communicated by the auditor of such subsidiary, the feature of recording audit trail (edit log) facility of the accounting software used for maintaining general ledger was not enabled for the period 1 April 2023 to 30 April 2023. Further, for the periods where audit trail (edit log) facility was enabled and operated throughout the year for the respective accounting softwares, we did not come across any instance of the audit trail feature being tampered with. # C. With respect to the matter to be included in the Auditor's Report under Section 197(16) of the Act: In our opinion and according to the information and explanations given to us, the remuneration paid during the current year by the Holding Company to its directors is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director by the Holding Company is not in excess of the limit laid down under Section 197 of the Act. The subsidiary companies incorporated in India have not paid any remuneration to its directors during the year. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the Act which are required to be commented upon by us. For B S R & Co. LLP Chartered Accountants Firm's Registration No: 101248W/W-100022 Amit Somani Partner Place: Mumbai Membership No: 060154 Date: 12 April 2024 ICAI UDIN: 24060154BKFDHA1961 Integrated Annual Report 2023-24 # Consolidated Financial Statements # Annexure A to the Independent Auditor's Report on the Consolidated Financial Statements of Tata Consultancy Services Limited for the year ended 31 March 2024 (Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' section of our report of even date) (xxi) In our opinion and according to the information and explanations given to us, the Companies (Auditor's Report) Order, 2020 of the Holding Company did not include any unfavourable answers or qualifications or adverse remarks. In respect of the following entities the CARO report relating to them has not been issued by its auditor till the date of principal auditor's report: \|Name of the Subsidiaries\|CIN\| \|---\|---\| \|MP Online Limited\|U72400MP2006PLC018777\| \|APT Online Limited\|U75142TG2002PLC039671\| \|C-Edge Technologies Limited\|U72900MH2006PLC159038\| \|Mahaonline Limited\|U72900MH2010PLC206026\| \|TCS e-Serve International Limited\|U72300MH2007PLC240002\| For B S R & Co. LLP Chartered Accountants Firm's Registration No: 101248W/W-100022 Amit Somani Partner Place: Mumbai Membership No: 060154 Date: 12 April 2024 ICAI UDIN: 24060154BKFDHA1961 # Integrated Annual Report 2023-24 # Consolidated Financial Statements 2023-24 File: AR_TCS_2023_2024.md # Annexure B to the Independent Auditor's Report on the Consolidated Financial Statements of Tata Consultancy Services Limited for the year ended 31 March 2024 # 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 2A(g) under 'Report on Other Legal and Regulatory Requirements' section of our report of even date) # Opinion In conjunction with our audit of the consolidated financial statements of Tata Consultancy Services Limited (hereinafter referred to as "the Holding Company") as of and for the year ended 31 March 2024, we have audited the internal financial controls with reference to financial statements of the Holding Company and such companies incorporated in India under the Companies Act 2013, which are its subsidiary companies, as of that date.
In our opinion, the Holding Company and such companies incorporated in India which are its subsidiary companies, have, in all material respects, adequate internal financial controls with reference to financial statements and such internal financial controls were operating effectively as at 31 March 2024, based on the internal financial controls with reference to financial statements criteria established by such companies considering the essential components of such internal controls stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (the "Guidance Note"). # Management's and Board of Directors' Responsibilities for Internal Financial Controls The respective Company's Management and the Board of Directors are responsible for establishing and maintaining internal financial controls based on the internal financial controls with reference to financial statements criteria established by the respective company considering the essential components of internal control stated in the Guidance Note. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act. # Auditor's Responsibility Our responsibility is to express an opinion on the internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to financial statements. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements were established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an understanding of internal financial controls with reference to financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls with reference to financial statements. # Meaning of Internal Financial Controls with Reference to Financial Statements A company's internal financial controls with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial controls with reference to financial statements include those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. # Inherent Limitations of Internal Financial Controls with Reference to Financial Statements Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial controls with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. For B S R & Co.
LLP Chartered Accountants Firm's Registration No: 101248W/W-100022 Amit Somani Partner Place: Mumbai Membership No: 060154 Date: 12 April 2024 ICAI UDIN: 24060154BKFDHA1961 # Integrated Annual Report 2023-24 # Consolidated Financial Statements 2023-24 # Consolidated Balance Sheet \|(` crore)\|Note\|As at March 31, 2024\|As at March 31, 2023\| \| \|---\|---\|---\|---\|---\| \|ASSETS\|ASSETS\|ASSETS\|ASSETS\| \| \| \| \| \|Non-current assets\|Non-current assets\|Non-current assets\|Non-current assets\| \| \| \| \| \|Property, plant and equipment\|10(a)\|9,376\|10,230\| \| \|Capital work-in-progress\|10(a)\|1,564\|1,234\| \| \|Right-of-use assets\|9\|7,886\|7,560\| \| \|Goodwill\|10(b)\|1,832\|1,858\| \| \|Other intangible assets\|10(c)\|510\|867\| \| \|Financial assets\|Financial assets\|Financial assets\|Financial assets\| \| \| \| \| \|Investments\|8(a)\|281\|266\| \| \|Trade receivables\|Billed\|8(b)\|127\|149\| \|Unbilled\| \|16\|199\| \| \|Loans\|8(e)\|2\|173\| \| \|Other financial assets\|8(f)\|3,272\|2,149\| \| \|Deferred tax assets (net)\|17\|3,403\|3,307\| \| \|Income tax assets (net)\| \|1,600\|2,583\| \| \|Other assets\|10(d)\|3,596\|2,806\| \| \|Total non-current assets\| \|33,465\|33,381\| \| \|Current assets\|Current assets\|Current assets\|Current assets\| \| \| \| \| \|Inventories\|10(e)\|28\|28\| \| \|Financial assets\|Investments\|8(a)\|31,481\|36,897\| \|Trade receivables\|Billed\|8(b)\|44,434\|41,049\| \|Unbilled\| \|9,143\|8,905\| \| \|Cash and cash equivalents\|8(c)\|9,016\|7,123\| \| \|Other balances with banks\|8(d)\|4,270\|3,909\| \| \|Loans\|8(e)\|491\|1,325\| \| \|Other financial assets\|8(f)\|1,703\|1,319\| \| \|Income tax assets (net)\| \|151\|8\| \| \|Other assets\|10(d)\|12,267\|9,707\| \| \|Total current assets\| \|1,12,984\|1,10,270\| \| \|Total Assets\| \|1,46,449\|1,43,651\| \| \|EQUITY AND LIABILITIES\|EQUITY AND LIABILITIES\|EQUITY AND LIABILITIES\|EQUITY AND LIABILITIES\| \| \| \| \| \|Equity\|Share capital\|8(m)\|362\|366\| \|Other equity\| \|90,127\|90,058\| \| \|Equity attributable to shareholders of the Company\| \|90,489\|90,424\| \| \|Non-controlling interests\| \|830\|782\| \| \|Total equity\| \|91,319\|91,206\| \| \|Liabilities\|Non-current liabilities\| \| \| \| \|Financial liabilities\|Lease liabilities\| \|6,516\|6,203\| \|Other financial liabilities\|8(h)\|365\|353\| \| \|Employee benefit obligations\|14\|686\|536\| \| \|Deferred tax liabilities (net)\|17\|977\|792\| \| \|Unearned and deferred revenue\| \|482\|1,003\| \| \|Total non-current liabilities\| \|9,026\|8,887\| \| \|Current liabilities\|Financial liabilities\| \| \| \| \|Lease liabilities\| \|1,505\|1,485\| \| \|Trade payables\|8(g)\|9,981\|10,515\| \| \|Other financial liabilities\|8(h)\|8,362\|9,068\| \| \|Unearned and deferred revenue\| \|3,640\|3,843\| \| \|Other liabilities\|10(f)\|6,524\|4,892\| \| \|Provisions\|10(g)\|140\|345\| \| \|Employee benefit obligations\|14\|4,519\|4,065\| \| \|Income tax liabilities (net)\| \|11,433\|9,345\| \| \|Total current liabilities\| \|46,104\|43,558\| \| \|Total Equity and Liabilities\| \|1,46,449\|1,43,651\| \| # NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS As per our report of even date attached For B S R & Co. LLP Chartered Accountants Firm's registration no: 101248W/W-100022 Amit Somani Partner Membership No: 060154 Mumbai, April 12, 2024 For and on behalf of the Board K Krithivasan CEO and Managing Director N Ganapathy Subramaniam COO and Executive Director Samir Seksaria CFO Pradeep Manohar Gaitonde Company Secretary Mumbai, April 12, 2024 # Integrated Annual Report 2023-24 # Consolidated Financial Statements 2023-24 # Consolidated Statement of Profit and Loss \|(` crore)\|Note\|Year ended March 31, 2024\|Year ended March 31, 2023\| \|---\|---\|---\|---\| \|Revenue from operations\|12\|2,40,893\|2,25,458\| \|Other income\|13\|4,422\|3,449\| \|TOTAL INCOME\| \|2,45,315\|2,28,907\| \|Expenses\| \| \| \| \|Employee benefit expenses\|14\|1,40,131\|1,27,522\| \|Cost of equipment and software licences\|15(a)\|3,702\|1,881\| \|Finance costs\|16\|778\|779\| \|Depreciation and amortisation expense\| \|4,985\|5,022\| \|Other expenses\|15(b)\|32,764\|36,796\| \|TOTAL EXPENSES\| \|1,82,360\|1,72,000\| \|PROFIT BEFORE EXCEPTIONAL ITEM AND TAX\| \|62,955\|56,907\| \|Exceptional item\| \| \| \| \|Settlement of legal claim\|20\|958\|-\| \|PROFIT BEFORE TAX\| \|61,997\|56,907\| \|Tax expense\| \| \| \| \|Current tax\|17\|15,864\|14,757\| \|Deferred tax\|17\|34\|(153)\| \|TOTAL TAX EXPENSE\| \|15,898\|14,604\| \|PROFIT FOR THE YEAR\| \|46,099\|42,303\| \|OTHER COMPREHENSIVE INCOME (OCI)\| \| \| \| \|Items that will not be reclassified subsequently to profit or loss\| \| \| \| \|Remeasurement of defined employee benefit plans\| \|(2)\|350\| \|Net change in fair values of investments in equity shares carried at fair value through OCI\| \|(6)\|(2)\| \|Income tax on items that will not be reclassified subsequently to profit or loss\| \|(11)\|(75)\| \|Items that will be reclassified subsequently to profit or loss\| \| \| \| \|Net change in fair values of investments other than equity shares carried at fair value through OCI\| \|237\|(679)\| \|Net change in intrinsic value of derivatives designated as cash flow hedges\| \|1\|(25)\| \|Net change in time value of derivatives designated as cash flow hedges\| \|13\|32\| \|Exchange differences on translation of financial statements of foreign operations\| \|44\|655\| \|Income tax on items that will be reclassified subsequently to profit or loss\| \|(39)\|236\| \|TOTAL OTHER COMPREHENSIVE INCOME / (LOSSES)\| \|237\|492\| \|TOTAL COMPREHENSIVE INCOME FOR THE YEAR\| \|46,336\|42,795\| \|Profit for the year attributable to:\| \| \| \| \|Shareholders of the Company\| \|45,908\|42,147\| \|Non-controlling interests\| \|191\|156\| \| \| \|46,099\|42,303\| \|Other comprehensive income for the year attributable to:\| \| \| \| \|Shareholders of the Company\| \|299\|493\| \|Non-controlling interests\| \|(62)\|(1)\| \| \| \|237\|492\| \|Total comprehensive income for the year attributable to:\| \| \| \| \|Shareholders of the Company\| \|46,207\|42,640\| \|Non-controlling interests\| \|129\|155\| \| \| \|46,336\|42,795\| \|Earnings per equity share:- Basic and diluted (`)\|18\|125.88\|115.19\| \|Weighted average number of equity shares\| \|364,68,51,755\|365,90,51,373\| # NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS As per our report of even date attached For and on behalf of the Board For B S R & Co.
LLP K Krithivasan N Ganapathy Subramaniam Chartered Accountants CEO and Managing Director COO and Executive Director Firm's registration no: 101248W/W-100022 Amit Somani Samir Seksaria Pradeep Manohar Gaitonde Partner CFO Company Secretary Membership No: 060154 Mumbai, April 12, 2024 Mumbai, April 12, 2024 # Consolidated Financial Statements 2023-24 # A. EQUITY SHARE CAPITAL (` crore) \|Balance as at\|Changes in equity share capital\|Restated balance as at\|Changes in equity share capital\|Balance as at\| \|---\|---\|---\|---\|---\| \|April 1, 2023\|due to prior period errors\|April 1, 2023\|during the year\|March 31, 2024\| \|366\|-\|366\|(4)\|362\| \|April 1, 2022\|due to prior period errors\|April 1, 2022\|during the year\|March 31, 2023\| \|366\|-\|366\|-\|366\| Refer note 8(m). # B. OTHER EQUITY (` crore) \|Reserves and surplus\|Items of other comprehensive income\|Equity\|Non-controlling interests\|Total\| \|---\|---\|---\|---\|---\| \|Capital\|Capital\|Special reserve\|Retained earnings\|Statutory reserve\| \|Investment reserve\|Cash flow hedging reserve\|Foreign currency translation reserve\|Intrinsic value\|Balance as at April 1, 2023\| \|75\|440\|11,809\|74,722\|143\| \|41\|8\|(28)\|2,848\|90,058\| \|782\|90,840\|Profit for the year\|-\|-\| \|-\|45,908\|-\|-\|45,908\| \|Other comprehensive income / (losses)\|-\|-\|(13)\|-\| \|194\|1\|10\|107\|299\| \|(62)\|237\|Total comprehensive income\|-\|-\| \|-\|45,895\|-\|194\|1\| \|10\|107\|46,207\|129\|46,336\| \|Dividend\|-\|-\|(25,137)\|-\| \|-\|-\|-\|-\|-\| \|Expenses for buy-back of equity shares\|-\|-\|(46)\|-\| \|Tax on buy-back of equity shares\|-\|-\|(3,959)\|-\| \|Buy-back of equity shares\|4\|-\|(17,000)\|-\| \|-\|-\|-\|-\|(16,996)\| \|Transfer to Special Economic Zone\|-\|9,875\|(9,875)\|-\| \|Transfer from Special Economic Zone\|-\|(5,450)\|5,450\|-\| \|Transfer to reserves\|-\|-\|(17)\|17\| \|Balance as at March 31, 2024\|75\|444\|16,234\|70,033\| \|160\|235\|9\|(18)\|2,955\| \|90,127\|830\|90,957\|Balance as at April 1, 2022\|75\| \|440\|7,287\|78,158\|162\|488\| \|27\|(53)\|2,189\|88,773\|707\| \|Profit for the year\|-\|-\|42,147\|-\| \|-\|42,422\|-\|(447)\|(19)\| \|25\|659\|493\|(1)\|492\| \|Total comprehensive income\|-\|-\|42,640\|155\| \|Dividend\|-\|-\|(41,347)\|-\| \|-\|-\|-\|(8)\|-\| \|Purchase of non-controlling interests\|-\|-\|-\|(17)\| \|Transfer to Special Economic Zone\|-\|8,380\|(8,380)\|-\| \|Transfer from Special Economic Zone\|-\|(3,858)\|3,858\|-\| \|Transfer to reserves\|-\|19\|(19)\|-\| \|Balance as at March 31, 2023\|75\|440\|11,809\|74,722\| \|143\|41\|8\|(28)\|2,848\| \|90,058\|782\|90,840\|1\|Refer note 8(m).\| Loss of ₹13 crore and gain of ₹275 crore on remeasurement of defined employee benefit plans (net of tax) is recognised as a part of retained earnings for the years ended March 31, 2024 and 2023, respectively. Total equity (primarily retained earnings) includes ₹1,612 crore and ₹1,601 crore as at March 31, 2024 and 2023, respectively, pertaining to trusts and TCS Foundation held for specified purposes. # Consolidated Financial Statements 2023-24 # Nature and purpose of reserves # (a) Capital reserve The Group recognises profit and loss on purchase, sale, issue or cancellation of the Group's own equity instruments to capital reserve. # (b) 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 reserve is utilised in accordance with the provisions of section 69 of the Companies Act, 2013. # (c) Special Economic Zone re-investment reserve The Special Economic Zone (SEZ) re-investment reserve is created out of the profit of eligible SEZ units in terms of the provisions of section 10AA(1)(ii) of the Income-tax Act, 1961. The reserve will be utilised by the Group for acquiring new assets for the purpose of its business as per the terms of section 10AA(2) of Income-tax Act, 1961. # (d) Retained earnings This reserve represents undistributed accumulated earnings of the Group as on the balance sheet date. applicable laws and will be utilised in accordance with the said laws. # (e) Statutory reserve Statutory reserves are created to adhere to requirements of applicable laws. # (f) Investment revaluation reserve This reserve represents the cumulative gains and losses arising on the revaluation of equity and debt instruments on the balance sheet date measured at fair value through other comprehensive income. The reserves accumulated will be reclassified to retained earnings and profit and loss respectively, when such instruments are disposed. # (g) Cash flow hedging reserve The cash flow hedging reserve represents the cumulative effective portion of gains or losses arising on changes in fair value of designated portion of hedging instruments entered into for cash flow hedges. Such gains or losses will be reclassified to statement of profit and loss in the period in which the underlying hedged transaction occurs. # (h) Foreign currency translation reserve The exchange differences arising from the translation of financial statements of foreign operations with functional currency other than Indian Rupee is recognised in other comprehensive income and is presented within equity in the foreign currency translation reserve. # NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS As per our report of even date attached For B S R & Co.
LLP Chartered Accountants Firm's registration no: 101248W/W-100022 Amit Somani Partner Membership No: 060154 Mumbai, April 12, 2024 For and on behalf of the Board K Krithivasan CEO and Managing Director N Ganapathy Subramaniam COO and Executive Director Samir Seksaria CFO Pradeep Manohar Gaitonde Company Secretary Mumbai, April 12, 2024 # Integrated Annual Report 2023-24 # Consolidated Financial Statements 2023-24 # Consolidated Statement of Cash Flows \| \|Year ended March 31, 2024\|Year ended March 31, 2023\| \|---\|---\|---\| \|CASH FLOWS FROM OPERATING ACTIVITIES\| \| \| \|Profit for the year\|46,099\|42,303\| \|Adjustments for:\| \| \| \|Depreciation and amortisation expense\|4,985\|5,022\| \|Bad debts and advances written off, allowance for expected credit losses and doubtful advances (net)\|114\|140\| \|Tax expense\|15,898\|14,604\| \|Net (gain) / loss on lease modification\|(7)\|2\| \|Unrealised foreign exchange gain\|(17)\|(189)\| \|Net gain on disposal of property, plant and equipment\|(7)\|(26)\| \|Net gain on disposal / fair valuation of investments\|(312)\|(224)\| \|Interest income\|(3,781)\|(3,248)\| \|Dividend income\|(41)\|(15)\| \|Finance costs\|778\|779\| \|Operating profit before working capital changes\|63,709\|59,148\| \|Net change in\| \| \| \|Inventories\|-\|(8)\| \|Trade receivables\| \| \| \|Billed\|(3,327)\|(6,501)\| \|Unbilled\|(5)\|(1,182)\| \|Loans and other financial assets\|(301)\|261\| \|Other assets\|(3,160)\|(25)\| \|Trade payables\|(632)\|2,036\| \|Unearned and deferred revenue\|(740)\|39\| \|Other financial liabilities\|(695)\|1,417\| \|Other liabilities and provisions\|1,978\|(254)\| \|Cash generated from operations\|56,827\|54,931\| \|Taxes paid (net of refunds)\|(12,489)\|(12,966)\| \|Net cash generated from operating activities\|44,338\|41,965\| \|CASH FLOWS FROM INVESTING ACTIVITIES\| \| \| \|Bank deposits placed\|(9,471)\|(4,548)\| \|Inter-corporate deposits placed\|-\|(8,293)\| \|Purchase of investments#\|(141,011)\|(129,745)\| \|Payment for purchase of property, plant and equipment\|(2,202)\|(2,532)\| \|Payment including advances for acquiring right-of-use assets\|(30)\|(213)\| \|Payment for purchase of intangible assets\|(442)\|(355)\| \|Proceeds from bank deposits\|8,089\|6,252\| \|Proceeds from inter-corporate deposits\|846\|13,654\| \|Proceeds from disposal / redemption of investments#\|1,47,204\|1,22,687\| \|Proceeds from sub-lease receivable\|3\|2\| \|Proceeds from disposal of property, plant and equipment\|17\|37\| # Consolidated Financial Statements 2023-24 # Consolidated Statement of Cash Flows \| \|Year ended March 31, 2024\|Year ended March 31, 2023\| \|---\|---\|---\| \|Proceeds from disposal of intangible assets\|7\|-\| \|Interest received\|2,990\|3,080\| \|Dividend received\|26\|13\| \|Net cash generated from investing activities\|6,026\|39\| \|CASH FLOWS FROM FINANCING ACTIVITIES\|CASH FLOWS FROM FINANCING ACTIVITIES\|CASH FLOWS FROM FINANCING ACTIVITIES\| \|Repayment of lease liabilities\|(1,614)\|(1,515)\| \|Interest paid\|(699)\|(779)\| \|Dividend paid\|(25,137)\|(41,347)\| \|Dividend paid to non-controlling interests\|(81)\|(63)\| \|Transfer of funds to buy-back escrow account\|(425)\|-\| \|Transfer of funds from buy-back escrow account\|425\|18\| \|Expenses for buy-back of equity shares (Refer note 8(m))\|(46)\|-\| \|Tax on buy-back of equity shares (Refer note 8(m))\|(3,959)\|(4,192)\| \|Buy-back of equity shares (Refer note 8(m))\|(17,000)\|-\| \|Net cash used in financing activities\|(48,536)\|(47,878)\| \|Net change in cash and cash equivalents\|1,828\|(5,874)\| \|Cash and cash equivalents at the beginning of the year\|7,123\|12,488\| \|Exchange difference on translation of foreign currency cash and cash equivalents\|65\|509\| \|Cash and cash equivalents at the end of the year\|9,016\|7,123\| \|Components of cash and cash equivalents\|Components of cash and cash equivalents\|Components of cash and cash equivalents\| \|Balances with banks\| \| \| \|In current accounts\|2,804\|2,114\| \|In deposit accounts\|6,212\|4,999\| \|Cheques on hand\|-\|-\| \|Cash on hand\|-\|-\| \|Remittances in transit\|-\|10\| \|Total\|9,016\|7,123\| Represents values less than `0.50 crore. #Purchase of investments include `297 crore and `165 crore for the years ended March 31, 2024 and 2023, respectively, and proceeds from disposal / redemption of investments include `163 crore and `161 crore for the years ended March 31, 2024 and 2023, respectively, held by trusts and TCS Foundation held for specified purposes. # NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS As per our report of even date attached For B S R & Co. LLP Chartered Accountants Firm's registration no: 101248W/W-100022 Amit Somani Partner Membership No: 060154 Mumbai, April 12, 2024 For and on behalf of the Board K Krithivasan CEO and Managing Director N Ganapathy Subramaniam COO and Executive Director Samir Seksaria CFO Pradeep Manohar Gaitonde Company Secretary Mumbai, April 12, 2024 Integrated Annual Report 2023-24 # Consolidated Financial Statements 2023-24 # Notes forming part of Consolidated Financial Statements # 1) Corporate information Tata Consultancy Services Limited ("the Company") and its subsidiaries (collectively together with employee welfare trusts referred to as "the Group") provide IT services, consulting and business solutions and have been partnering with many of the world's largest businesses in their transformation journeys. The Group offers a consulting-led, cognitive powered, integrated portfolio of IT, business and engineering services and solutions. This is delivered through its unique Location-Independent Agile delivery model recognised as a benchmark of excellence in software development. The Company is a public limited company incorporated and domiciled in India. The address of its corporate office is TCS House, Raveline Street, Fort, Mumbai- 400001. As at March 31, 2024, Tata Sons Private Limited, the holding company owned 71.74% of the Company's equity share capital. The Board of Directors approved the consolidated financial statements for the year ended March 31, 2024 and authorised for issue on April 12, 2024.
# 2) Statement of compliance These consolidated financial statements have been prepared in accordance with the Indian Accounting Standards (referred to as "Ind AS") prescribed under section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules as amended from time to time. The functional currency of the Company and its Indian subsidiaries is the Indian Rupee (`). The functional currency of foreign subsidiaries is the currency of the primary economic environment in which the entity operates. Foreign currency transactions are recorded at exchange rates prevailing on the date of the transaction. Foreign currency denominated monetary assets and liabilities are retranslated at the exchange rate prevailing on the balance sheet dates and exchange gains and losses arising on settlement and restatement are recognised in the statement of profit and loss. Non-monetary assets and liabilities that are measured in terms of historical cost in foreign currencies are not retranslated. The material accounting policy information related to preparation of the consolidated financial statements have been discussed in the respective notes. # 3) Basis of preparation These consolidated financial statements have been prepared on historical cost basis except for certain financial instruments and defined benefit plans which are measured at fair value or amortised cost at the end of each reporting period. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. All assets and liabilities have been classified as current and non-current as per the Group's normal operating cycle. Based on the nature of services rendered to customers and time elapsed between deployment of resources and the realisation in cash and cash equivalents of the consideration for such services rendered, the Group has considered an operating cycle of 12 months. The statement of cash flows has been prepared under indirect method, whereby profit or loss is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and items of income or expense associated with investing or financing cash flows. The cash flows from operating, investing and financing activities of the Group are segregated. The Group considers all highly liquid investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value to be cash equivalents. The results of subsidiaries acquired, or sold, during the year are consolidated from the effective date of acquisition and up to the effective date of disposal, as appropriate. The financial statements of the Group companies are consolidated on a line-by-line basis and all inter-company transactions, balances, income and expenses are eliminated in full on consolidation. Changes in the Company's interests in subsidiaries that do not result in a loss of control are accounted for as equity transactions. The carrying amount of the Company's interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to shareholders of the Company. Assets and liabilities of entities with functional currency other than the functional currency of the Company have been translated using exchange rates prevailing on the balance sheet date. Statement of profit and loss of such entities has been translated using weighted average exchange rates. Translation adjustments have been reported as foreign currency translation reserve in the statement of changes in equity. When a foreign operation is disposed off in its entirety or partially such that control, significant influence or joint control is lost, the cumulative # 4) Basis of consolidation The Company consolidates all entities which are controlled by it. The Company establishes control when; it has power over the entity, is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect the entity's returns by using its power over relevant activities of the entity. Entities controlled by the Company are consolidated from the date control commences until the date control ceases.

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