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Tata Elxsi Ltd

BSE Code : 500408 | NSE Symbol : TATAELXSI | ISIN:INE670A01012| SECTOR : IT - Software |

NSE BSE
 
SMC down arrow

6,040.85

-14.55 (-0.24%) Volume 73026

23-Mar-2023 EOD

Prev. Close

6,055.40

Open Price

6,050.00

Bid Price (QTY)

6,040.85(31)

Offer Price (QTY)

0.00(0)

 

Today’s High/Low 6,073.30 - 6,006.00

52 wk High/Low 10,760.00 - 5,709.05

Key Stats

MARKET CAP (RS CR) 37707.45
P/E 52.83
BOOK VALUE (RS) 271.6960122
DIV (%) 425
MARKET LOT 1
EPS (TTM) 114.6
PRICE/BOOK 22.2853841356454
DIV YIELD.(%) 0.7
FACE VALUE (RS) 10
DELIVERABLES (%) 42.11
4

News & Announcements

21-Mar-2023

Tata Elxsi Ltd - Tata Elxsi Limited - Loss of Share Certificates

20-Mar-2023

Tata Elxsi Ltd - Tata Elxsi Limited - Loss of Share Certificates

06-Mar-2023

Tata Elxsi Ltd - Results Of Postal Ballot - Voting Results And Scrutiniser Report.

06-Mar-2023

Tata Elxsi Ltd - Tata Elxsi Limited - Shareholders meeting

25-Jan-2023

Board of Tata Elxsi approves Share Based Long Term Incentive Plan for employees

16-Jan-2023

Tata Elxsi to hold board meeting

15-Dec-2022

TATA Elxsi opens digital engineering center in Frankfurt, Germany

07-Oct-2022

Tata Elxsi to conduct board meeting

Corporate Actions

Bonus
Splits
Dividends
Rights
Capital Structure
Book Closure
Board Meeting
AGM
EGM
 

Financials

Income Statement

Standalone
Consolidated
 

Peers Comparsion

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Share Holding

Category No. of shares Percentage
Total Foreign 9502910 15.26
Total Institutions 2136566 3.43
Total Govt Holding 0 0.00
Total Non Promoter Corporate Holding 814350 1.31
Total Promoters 27348919 43.92
Total Public & others 22473695 36.08
Total 62276440 100
  • Total Foreign
  • Total Institutions
  • Total Govt Holding
  • Total Non Promoter Corporate Holding
  • Total Promoters
  • Total Public & others

About Tata Elxsi Ltd

Tata Elxsi Limited, a part of TATA Group, is a global design and technology services company for product engineering and solutions. The Company is amongst the world's leading providers of design and technology services across industries including Automotive, Broadcast, Communications, Healthcare, and Transportation. Tata Elxsi Limited was incorporated in March 30th, 1989 as Tata Elxsi (India) Ltd. The company provides product design and engineering services to the consumer electronics, communications and transportation industries and systems integration and support services for enterprise customers. It provides digital content creation for media and entertainment industry. The company is having their state-of-the-art design centers and operates through delivery centers in Bangalore, Pune, Chennai Mumbai and Thiruvanathapuram. It has only one subsidiary, namely Tata Elxsi (Singapore) Pte Ltd. The Company operates in two segments, namely Software Development and Services, and Systems Integration and Support. The businesses constituting Software Development and Services segment are embedded product design services (design and development of hardware and software), innovation design engineering (mechanical design with a focus on industrial design) and visual computing labs division. Systems Integration and Support offers a range of technical computing solutions spanning high-end computing platforms, networking, mechanical design automation tools, enterprise storage solutions, digital media and life sciences solutions through their tie-ups with global leaders in these respective areas. The company commenced their business on May 5, 1989. They undertook the role of being the focal point for the entry of the Tatas into high-technology fields by promoting new projects and companies in communications, oil fields services, process control, management systems, financial services, advanced materials and composites. In the year 2000, the shares of the company were acquired by the Tata Sons the main holding company of the Tata group. The company achieved SEI-CMM Level 5 during the year. They also opened their office in Europe. In the year 2001, the company opened the development centre in Techno Park in Thiruvanathapuram. Also, the company signed an agreement with Mechanical Dynamics Incorporated USA, to distribute their mechanisms analysis software. During the year 2002-03, the company opened marketing offices in Canada and Germany taking the total number of their overseas marketing offices for this business to six. Also, they commenced their work with several prestigious and major customers engaged in automotive and communication domains. During the year 2005-06, the company commissioned new development centres in Chennai and Pune with an initial capacity of 100 seats each to address opportunities in the area of Wireless and VoiP protocols respectively. They completed phase II of the new building at the Bangalore centre. Also, they doubled the capacity of the existing development centre at Trivandrum during the year. During the year 2006-07, the company established a near-shore development center in Japan to aid customer access to key technical resources, communications and project execution. During the year 2007-08, the company opened new development centres in Coimbatore and Hyderabad. The first phase of the company's Thiruvanathapuram centre, which was earlier working from hired premises, has been made operational during the year. In December 2007, the company set up an overseas subsidiary company in Singapore, called Tata Elxsi (Singapore) Pte Ltd, in order to engage in development of software and trading in computer hardware and software. In September 2008, the company signed an agreement with Open Engineering, a unit of Belgium's Samtech Group,for providing software services for industrial engineering. In the year 2009-10, Visual Computing Labs opened its state of the art studio in Los Angeles to service North America business interest. The studio is equipped with cutting-edge technology infrastructure. In the year 2011-12, The company entered into a joint venture agreement M/s A Squared Entertainment, LLC, USA (A2E) to create, develop, and distribute original brands, including animated entertainment, digital gaming, and originally designed consumer products. The new company M/s. A Squared Elxsi Entertainment (A2E2), LLC, has been incorporated at Delaware, USA. In the year 2013-14, Embedded Product Design division of the company worked with a leading Japanese automotive OEM to design and develop a complete Electronic Control Unit (ECU) for a hybrid electric vehicle, including software and hardware. The hybrid vehicle was successfully released in the market in June 2013. This division supported India's Mars Orbiter mission - Mangalyaan, by designing the Data Control Hardware which was installed in the Mars Orbiter and launched into space on November 05, 2013. In the year 2015-16, The Company for the first time crossed the 1000 crore mark in turnover in rupee terms. This was possible due to the concerted effort in scaling up the embedded product design and industrial design services business coupled with better ultilisation of available resources. The Visual Computing Labs division has been awarded with FICCI BAF 2016 for the Best VFX in a Commercial' in the Afterlife Series. The Directors at their meeting held on July 27, 2017 had recommended the capitalization of reserves of the Company for issuance of Bonus Shares to the shareholders in the ratio of 1 bonus equity share of Rs10/- each fully paid-up for every 1 existing equity share of Rs 10/- each fully paid-up (in the ratio of 1:1) held by the shareholders as on the 'Record date'. The said capitalization was approved by the members vide postal ballot. The Allotment Committee at its meeting held on September 20, 2017 approved the allotment of 3,11,38,220 equity shares of Rs 10/- each fully paid-up as Bonus equity shares to those shareholders/beneficiaries whose name appeared on Register of Members/Depositories as on the record date i.e., September 19, 2017 and has been duly listed with BSE and NSE. During FY2020-21, Company opened the Global Engineering Center (GEC) with Schaeffler Technologies AG & Co. KG, a world leader in providing mechatronics solutions for the Transportation industry. In FY 2020-21, Tata Elxsi expanded its RDK offerings by developing an end-to-end, full-stack, intuitive User Interface solution for RDK Video Accelerator set-top boxes. During the year 2022, Company was selected by a world-leading systems supplier for development of autonomous driving platform for commercial vehicles.

Tata Elxsi Ltd Chairman Speech

Dear Stakeholders,

As I write this letter, I’m filled with pride for Tata Elxsi. Despite the current backdrop of geopolitical unrest and the pandemic, we progressed considerably in 2021-22. We swiftly adopted newer working methods and offered our team more flexibility, emphasising on their health and well-being. The pandemic helped us realise how robust our technology is, as we completed our turnaround, met our targets, and rose above the challenges to start the year on a strong footing.

The 2021-22 proved to be a busy year for Tata Elxsi as we witnessed overall growth across industries and key geographies and continued to execute strongly on both the top line and bottom line. Our differentiated offerings and design-led approach have helped us achieve the strongest growth in the Company’s history. We grew our revenues, profit, margins, cash generation and returns on capital during 2021-22 with operating revenue of Rs. 2,471 crores.

OPERATIONS

Our Healthcare business continued to grow strongly, while both Transportation and Media and Communications reported another year of sustained growth. We also witnessed a sustained recovery in the automotive market as we won strategic deals with both OEMs and suppliers in EV and autonomous technologies, highlighting our technology and engineering leadership. Our strategic deals in digital health, OTT, and video platform deployment reflect our ability to support customers’ product and technology transformation agendas in our key verticals.

I am pleased to share that your Company has won the OTT TV Technology of the Year Award at the VideoTech Innovation Awards 2021 for QoEtient – the proactive QoE Improvement platform. This is the first international award bagged by QoEtient.

Your Company also won the NASSCOM Engineering & Innovation Excellence Awards 2021 for Engineering Service Providers across all product categories. This testifies our ability to bring design and technology together, highlighting our leadership in each vertical we operate in.

OUR STRATEGY

We are focused on application areas that are expected to experience solid growth, driven by broad and long-term trends in digital technology. These trends require enablers – autonomous systems, robotics, securely connected machines and personal devices, digitalisation and electrification of automobiles and infrastructure, advanced communications equipment and networks and connected healthcare platforms. Tata Elxsi is one of the leading players in these technology areas, helping its customers in development of new products and services.

PRODUC PARTNERSHIPS & ALLIANCES TS,

In order to establish ourselves as a niche player in advanced technologies with the ability to scale and build efficiencies, we have expanded our portfolio of patents and IP solutions across industry segments. Our investments in IPs such as TEPlay, FalconEye, iCX, QoEtient, and Autonomai testify to our strong focus on delivering digital engineering-led transformation for our clientele. We have also been actively building partnerships and alliances with leading companies globally to bring the best value proposition to our customers. Our joint go-to-market initiatives have helped us quickly bring market-aligned solutions to our customers.

SUSTAINABILITY

We take great pride in our commitment to being a good corporate citizen and creating a positive impact for the communities we serve and the world. In line with this, your Company has committed itself to ambitious goals of halving its carbon footprint by 2025 and achieving 100% carbon neutrality by 2030. In line with our mission, we strive to create and innovate sustainability-led products and services that will help us deliver purpose-led transformative solutions to our customers.

EMPLOYEE ENGAGEMENT AND WELLBEING

During the pandemic, we have expanded our employee engagement in Health & Safety to include several new measures to counter stress and fatigue. These measures include access to external counselling, updating insurance policies, and flexible work options. We have also tied up with leading providers to ensure the health & well-being of our employees.

I take this opportunity to extend my gratitude to our management team, staff, and business associates for their commitment and contribution towards Tata Elxsi.

LOOKING AHEAD

It is a privilege to pursue our passion for creating a better world by integrating our capabilities. We will remain focused on long-term growth which is the ultimate measure to generate value. To achieve this, we will invest in strengthening our competitive advantages, be disciplined in capital allocation and stay diligent in our pursuit of efficiencies. We firmly believe that when our employees, customers, communities, and shareholders win, we win with them.

I take this opportunity to also record my appreciation for my fellow directors for guiding the Company in these challenging times.

I am pleased to inform you that your Board of Directors has recommended a final dividend of 425% i.e. Rs. 42.50 per share, subject to tax, for your consideration.

Last but not the least, on behalf of the entire Board of Directors and the management team, I would like to thank you for your continued trust, guidance and support.

Yours Sincerely,

N G Subramaniam

   

Tata Elxsi Ltd Company History

Tata Elxsi Limited, a part of TATA Group, is a global design and technology services company for product engineering and solutions. The Company is amongst the world's leading providers of design and technology services across industries including Automotive, Broadcast, Communications, Healthcare, and Transportation. Tata Elxsi Limited was incorporated in March 30th, 1989 as Tata Elxsi (India) Ltd. The company provides product design and engineering services to the consumer electronics, communications and transportation industries and systems integration and support services for enterprise customers. It provides digital content creation for media and entertainment industry. The company is having their state-of-the-art design centers and operates through delivery centers in Bangalore, Pune, Chennai Mumbai and Thiruvanathapuram. It has only one subsidiary, namely Tata Elxsi (Singapore) Pte Ltd. The Company operates in two segments, namely Software Development and Services, and Systems Integration and Support. The businesses constituting Software Development and Services segment are embedded product design services (design and development of hardware and software), innovation design engineering (mechanical design with a focus on industrial design) and visual computing labs division. Systems Integration and Support offers a range of technical computing solutions spanning high-end computing platforms, networking, mechanical design automation tools, enterprise storage solutions, digital media and life sciences solutions through their tie-ups with global leaders in these respective areas. The company commenced their business on May 5, 1989. They undertook the role of being the focal point for the entry of the Tatas into high-technology fields by promoting new projects and companies in communications, oil fields services, process control, management systems, financial services, advanced materials and composites. In the year 2000, the shares of the company were acquired by the Tata Sons the main holding company of the Tata group. The company achieved SEI-CMM Level 5 during the year. They also opened their office in Europe. In the year 2001, the company opened the development centre in Techno Park in Thiruvanathapuram. Also, the company signed an agreement with Mechanical Dynamics Incorporated USA, to distribute their mechanisms analysis software. During the year 2002-03, the company opened marketing offices in Canada and Germany taking the total number of their overseas marketing offices for this business to six. Also, they commenced their work with several prestigious and major customers engaged in automotive and communication domains. During the year 2005-06, the company commissioned new development centres in Chennai and Pune with an initial capacity of 100 seats each to address opportunities in the area of Wireless and VoiP protocols respectively. They completed phase II of the new building at the Bangalore centre. Also, they doubled the capacity of the existing development centre at Trivandrum during the year. During the year 2006-07, the company established a near-shore development center in Japan to aid customer access to key technical resources, communications and project execution. During the year 2007-08, the company opened new development centres in Coimbatore and Hyderabad. The first phase of the company's Thiruvanathapuram centre, which was earlier working from hired premises, has been made operational during the year. In December 2007, the company set up an overseas subsidiary company in Singapore, called Tata Elxsi (Singapore) Pte Ltd, in order to engage in development of software and trading in computer hardware and software. In September 2008, the company signed an agreement with Open Engineering, a unit of Belgium's Samtech Group,for providing software services for industrial engineering. In the year 2009-10, Visual Computing Labs opened its state of the art studio in Los Angeles to service North America business interest. The studio is equipped with cutting-edge technology infrastructure. In the year 2011-12, The company entered into a joint venture agreement M/s A Squared Entertainment, LLC, USA (A2E) to create, develop, and distribute original brands, including animated entertainment, digital gaming, and originally designed consumer products. The new company M/s. A Squared Elxsi Entertainment (A2E2), LLC, has been incorporated at Delaware, USA. In the year 2013-14, Embedded Product Design division of the company worked with a leading Japanese automotive OEM to design and develop a complete Electronic Control Unit (ECU) for a hybrid electric vehicle, including software and hardware. The hybrid vehicle was successfully released in the market in June 2013. This division supported India's Mars Orbiter mission - Mangalyaan, by designing the Data Control Hardware which was installed in the Mars Orbiter and launched into space on November 05, 2013. In the year 2015-16, The Company for the first time crossed the 1000 crore mark in turnover in rupee terms. This was possible due to the concerted effort in scaling up the embedded product design and industrial design services business coupled with better ultilisation of available resources. The Visual Computing Labs division has been awarded with FICCI BAF 2016 for the Best VFX in a Commercial' in the Afterlife Series. The Directors at their meeting held on July 27, 2017 had recommended the capitalization of reserves of the Company for issuance of Bonus Shares to the shareholders in the ratio of 1 bonus equity share of Rs10/- each fully paid-up for every 1 existing equity share of Rs 10/- each fully paid-up (in the ratio of 1:1) held by the shareholders as on the 'Record date'. The said capitalization was approved by the members vide postal ballot. The Allotment Committee at its meeting held on September 20, 2017 approved the allotment of 3,11,38,220 equity shares of Rs 10/- each fully paid-up as Bonus equity shares to those shareholders/beneficiaries whose name appeared on Register of Members/Depositories as on the record date i.e., September 19, 2017 and has been duly listed with BSE and NSE. During FY2020-21, Company opened the Global Engineering Center (GEC) with Schaeffler Technologies AG & Co. KG, a world leader in providing mechatronics solutions for the Transportation industry. In FY 2020-21, Tata Elxsi expanded its RDK offerings by developing an end-to-end, full-stack, intuitive User Interface solution for RDK Video Accelerator set-top boxes. During the year 2022, Company was selected by a world-leading systems supplier for development of autonomous driving platform for commercial vehicles.

Tata Elxsi Ltd Directors Reports

1. Y our Directors are pleased to present the Thirty Third Annual Report on the business and operations of the Company along with the Audited Statements of Accounts for the financial year ended March 31, 2022.

2. Result of Operations - Extract

Rs. In crores

FY 2021-22 FY 2020-21
Revenue from operations 2,471 1,826
Other income( Net) 44 40
Total Income 2,515 1,866
Profit before financial expenses, depreciation 810 562
Less: Financial expenses 9 6
Depreciation/ Amortisation 55 44
Profit before tax 745 512
Tax expenses 196 144
Profit after tax for the year 549 368
Other Comprehensive income (2) (3)
Net Profit for the year 547 365
Add: Profit brought forward 1,194 942
Less: Dividend 299 103
Transfer to General Reserve 10 10
Balance Profit carried to Balance Sheet 1,432 1,194

3. Dividend

Your Directors recommend for your approval, a final dividend of 425% (Rs. 42.50 per share), subject to tax for the year ended March 31, 2022, on 6,22,76,440 equity shares of Rs. 10/- each fully paid-up, compared to 480% (Rs. 48/- per share) on 6,22,76,440 equity shares of Rs. 10/- each fully paid-up in the previous year.

This will involve an outgo of Rs. 264.69 crores, compared to Rs. 298.93 crores, in the previous year. The Company’s Dividend Distribution Policy (DDP) is available in the Investors section of the company website: www.tataelxsi.com/ DividendDistributionPolicy

4. Reserves

Your Directors have approved a transfer of Rs. 10 crores to the General Reserves for the year ended March 31, 2022, as against an amount of Rs. 10 crores transferred in the previous year.

5. Review of Operations

The total income during the year under review increased by 34.8% from Rs. 1,866 crores in the previous year to Rs. 2,515 crores. The Profit Before Tax (PBT) was Rs. 745 crores against Rs. 512 crores in the previous year. The Profit After Tax (PAT) was Rs. 547 crores against Rs. 365 crores in the previous year.

6. Management Discussion and Analysis is included as Annexure B to the Directors’ Report Directors and Key Managerial Personnel

Pursuant to the provisions of section 152 of the Companies Act, 2013, Mr. Ankur Verma retires by rotation and being eligible, offers himself for re-appointment.

The Board on the recommendation of the Nomination Remuneration Committee has appointed Mr. Gaurav Bajaj as the Chief Financial Officer and KMP of the Company, with effect from August 01, 2021, in place of Mr. H.V. Muralidharan who superannuated on July 31, 2021.

The Board at the Meeting held on January 18, 2022, on the recommendation of the Nomination Remuneration Committee appointed Ms. Cauveri Sriram as the Company Secretary & Compliance

Officer and KMP of the Company with effect from March 01, 2022, in place of Mr. G. Vaidyanathan who superannuated from the services of the Company on February 28, 2022. During the year under review, five (5) Board meetings were held and have been well attended by the Directors. The calendar of meetings for the year 2021-22 had been circulated to all the Directors detailing the schedule of Board and Committee meetings during 2021-22.

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 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). During the year 21-22, there has been no change in the circumstances affecting their status as Independent Directors’ of the Company. Pursuant to Clause VII (1) of Schedule IV of the Companies Act, 2013 the Independent Directors had a separate meeting on April 21, 2021.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/ Committee of the Company. Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2022 are Mr. Manoj Raghavan, M.D and CEO Mr. Gaurav Bajaj, Chief Financial Officer and Ms. Cauveri Sriram, Company Secretary & Compliance Officer.

7. Directors’ Responsibility Statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2021-22.

Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

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

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

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

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

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

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

8. Particulars on Remuneration

The statement containing particulars of the top 10 employees and the employees drawing remuneration in excess of limits prescribed under Section 197 (12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure forming part of this report. In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. The said Statement is also open for inspection at the Registered Office of the Company, up to the date of the ensuing Annual General Meeting. Any member interested in obtaining a copy of the same may write to the Company Secretary.

Particulars pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are provided as under:

(i) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year:

Non-Executive Director Ratio to median remuneration
Mr. N G Subramaniam* -
Mrs. S. Gopinath 21.33
Mr. Sudhakar Rao 20.78
Prof. Anurag Kumar^ 16.78
Mr. Ankur Verma* -
Executive Directors
Mr. Manoj Raghavan, MD & CEO 44.44

* 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.

^ Since the remuneration is only for part of the year, the ratio of their remuneration to median remuneration and percentage increase in remuneration is not comparable and hence not stated

(ii) Percentage increase in the remuneration of the Directors and KMPs for the financial year:

Directors, Managing Director & CEO, Chief Financial Officer and Company Secretary % increase in the remuneration of Directors/KMP in the Financial year
Mr. N G Subramaniam* -
Mrs. S. Gopinath 20%
Mr. Sudhakar Rao 39%
Prof. Anurag Kumar^
Mr. Ankur Verma*
Mr. Manoj Raghavan, MD & CEO 47%
Mr. Gaurav Bajaj, CFO^
Ms. Cauveri Sriram, Company Secretary^

**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.

^ Since the remuneration is only for part of the year, the ratio of their remuneration to median remuneration and percentage increase in remuneration is not comparable and hence, not stated

(ii) Percentage increase in the remuneration of the Directors and KMPs for the financial year.

(iii) The percentage increase in the median remuneration of employees in the financial year: 10%

(iv) The number of permanent employees on the rolls of the company: 9,376 (including consultants)

(v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: The average increase in salaries of employees other than the managerial personnel in 2021-22 was 12%.

Percentage increase/(decrease) in the managerial remuneration for the year was 32.50%

(vi) The Company hereby afirms that the remuneration is as per the remuneration policy of the company, which was adopted by the Board and is also laid out in the Charter for the Nomination & Remuneration Committee (NRC). The Policy covers the Policy on remuneration to the Managing Director, Key Managerial Personnel and other officers. The Charter lays down the rights, roles and responsibilities of the NRC.

A Policy on Board diversity and Governance Guidelines have also been adopted by the Board, on the recommendation of NRC. The Guidelines lay down the following: Composition and Role of the Board (Role of the Chairman, Directors, size of the Board, Managing Director, Executive Director, Non-Executive Directors, Independent Directors, their term, tenure and directorship) Board appointment Directors’ Remuneration (Guided by the Remuneration Policy) Subsidiary Oversight

Code of Conduct (Managing Director, Executive Director, Non-Executive Directors, Independent Directors) Board effectiveness review Mandate of the Board Committee The Remuneration Policy and the Charter for NRC are available at www.tataelxsi. com/NRC-Charter

9. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The particulars pursuant to section 134 (m) of the Companies Act, 2013 and read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is attached with this report as Annexure-A.

10. Business Responsibility Report (BRR)

In terms of Regulation 34(2) (f) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 (‘Listing Regulations’) the Business Responsibility Report forms part of the Annual Report.

11. Risk Management Policy

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

12. Corporate Social Responsibility

Corporate Social Responsibility (CSR) Committee has been constituted for the purposes of recommending and monitoring the CSR initiatives of the Company.

The Board on the recommendation of CSR Committee adopted a CSR Policy. The same is available on Company’s website at www.tataelxsi. com/corporatesocial-responsibility.

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

The Annual Report on the CSR initiatives undertaken by the Company as per the Companies (Corporate Social Responsibilities Policy) Rules, 2014 is annexed as Annexure-B. The detail of the CSR Committee and its composition is given in section-7 of the Corporate Governance Report.

13. Corporate Governance

In terms of Regulation 34(3) and 53(f) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the Corporate Governance Report, Management Discussion & Analysis, and the Auditors’ Certificate regarding Compliance to Corporate Governance requirements are part of this Annual Report.

14. Related Party Transactions

All Related Party Transactions that were entered during the financial year were on an arm’s length basis and in the ordinary course of business and is in compliance with the applicable provisions of the Act and the Listing Regulations.

In terms of Section 188 of the Act and other applicable provisions, if any, read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, as amended till date and Regulation 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company had sought the approval of shareholders at the 32nd AGM for transactions with Jaquar Land Rover Limited, a related party within the meaning of Section 2(76) of the Act and Regulation 2(1)(zb) of the Listing Regulations, for providing Automotive Design & Engineering support, up to a maximum aggregate value of Rs. 250 crores per year, for each of the financial years 2021-22 and 2022-23.

Further, the limits as approved in the 32nd AGM were revised vide postal ballot dated December 17, 2021 from Rs. 250 crores per annum for each of the financial years 2021-22 and 2022-23, to up to a maximum aggregate value of Rs.325 crores per annum for the financial year 2021-22 and Rs. 450 crores per annum for the financial year 2022-23 for related party transactions with Jaquar Land Rover Limited.

15. Secretarial Audit and Annual Certification

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Ms. Jayashree Parthasarathy of M/s Jayashree Parthasarathy

& Co, a Company Secretary-in-Practice, was appointed to undertake the Secretarial Audit. The Report of the Secretarial Auditor along with the certificate of non-disqualification of Directors for the year ended March 31, 2022 is annexed to the Directors’ Report as Annexure - C.

16. Extract of annual return

In terms of the Companies Act, 2013 as amended, the Annual Return is available on www.tataelxsi. com/AnnualReturn.

17. Prevention of Sexual Harassment

We have zero tolerance for sexual harassment at workplace and have adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder for prevention and redressal of complaints under the above Act. 3 (three) complaints were received by the local Internal Complaints Committee during the year under review, the same has been redressed to the satisfaction of the complainant.

18. Vigil Mechanism

Your Company has established a "VigilMechanism" for its employees and Directors, enabling them to report any concerns of unethical behaviour, suspected fraud or violation of the Company’s ‘Code of Conduct’.

To this effect, the Board has adopted a ‘Whistle Blower Policy’ (WBP), which is overseen by the Audit Committee. The policy interalia provides safeguards against victimisation of the Whistle Blower. Employees and other stakeholders have direct access to the Chairperson of the Audit Committee for lodging concerns if any, for review. The said policy has been posted on our intranet where all the employees have access. The Company conducts ‘Policies Awareness Campaign’ regularly for its employees at its various centers and the WBP features in these campaigns.

19. Others

There are no loans, guarantees and investments made by the Company u/s 186 of the Companies Act, 2013 during the year under review. Your Company has neither accepted nor renewed any deposit during the year under review. There are no material changes and commitments affecting the Company’s financial position between the end of the financial year to which this financial statement relates and the date of this report. The Unclaimed Dividend in respect to the financial year 2014-15 is due for remittance to Investors’ Education & Protection Fund (IEPF) on August 30, 2022 in terms of Section 125 of the Companies Act, 2013.

Pursuant to the provisions of Section 124(6) of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has during the year transferred 18,420 equity shares pertaining to those shareholders who have not claimed their dividend for 7 consecutive years since 2014, to the IEPF account on October 22, 2021.

20. Auditors

Members of the Company at the AGM held on July 27, 2017, approved the appointment of M/s BSR & Co. LLP, Chartered Accountants (ICAI Firm Registration No. 101248W/W - 100022) as the statutory auditors of the Company for a period of 5 years commencing from the conclusion of the 28th AGM, until the conclusion of the 33rd AGM of the Company to be held in 2022.

The Board approved the re-appointment of M/s BSR & Co. LLP, Chartered Accountants based on the recommendations of the Audit Committee and the same is subject to the approval of the Members of the Company.

The necessary resolutions for re-appointments of M/s BSR & Co. LLP form part of the notice convening the 33rd AGM of the Company.

21. Acknowledgements

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

For and on behalf of the Board

N. G. Subramaniam

Chairman

Bengaluru, April 20, 2022

   

Tata Elxsi Ltd Company Background

N G SubramaniamManoj Raghavan
Incorporation Year1989
Registered OfficeITPB Road,Whitefield
Bangalore,Karnataka-560048
Telephone91-80-22979123,Managing Director
Fax91-80-28411474
Company SecretaryCauveri Sriram
AuditorBSR & Co LLP
Face Value10
Market Lot1
ListingBSE,MSEI ,NSE,
RegistrarTSR Consultants P Ltd
C-101 1st Floor,247 Park Vikhroli W,Lal Bahadur Marg,Mumbai - 400 083

Tata Elxsi Ltd Company Management

Director NameDirector DesignationYear
Shyamala Gopinath Non-Exec. & Independent Dir. 2022
N G Subramaniam Chairman (Non-Executive) 2022
Sudhakar Rao Non-Exec. & Independent Dir. 2022
Ankur Verma Non-Exec & Non-Independent Dir 2022
Manoj Raghavan Managing Director & CEO 2022
Anurag Kumar Non-Exec. & Independent Dir. 2022
Cauveri Sriram Company Sec. & Compli. Officer 2022

Tata Elxsi Ltd Listing Information

Listing Information
BSE_500
BSE_IT
BSE_100
BSE_200
BSEDOLLEX
BSE_TECK
CNX500
BSEMID
CNXMIDCAP
CNX200
BSECARBONE
BSEALLCAP
BSEMIDSELE
SENSNEXT50
MID150
LMI250
MSL400
BSEQUI
NFTYLM250
NFTYMC150
NFTYMSC400
NF500M5025

Tata Elxsi Ltd Finished Product

Product NameUnit Installed
Capacity
Production
Quantity
Sales
Quantity
Sales
Value
Software NA 0001781.6742
System Integration and SupportNA 00044.4855
Service Charges NA 0000
Sales & Support Services NA 0000
Unspecified NA 0000
Computer Systems-Desktop No 0000
Computer Systems-Rentals NA 0000
Computer Systems-Workstations No 0000
Graphics Animation and Gaming NA 0000
Product Design NA 0000
Sale of traded goods NA 0000

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