Tata Technolog.

Deep expertise in the automotive industry.

Differentiated capabilities in new age automotive trends - electric vehicles, connected and autonomous.

Strong digital capabilities bolstered by proprietary accelerators.

Marquee set of clients across anchor accounts, traditional OEMs and new energy vehicle companies.

Global delivery model enabling intimate client engagement and scalability.

Proprietary e-learning platform leveraging its manufacturing domain knowledge to tap into the large upskilling and reskilling market.

Well-recognized brand with experienced Promoter, board of directors and management team.

The company continues to derives a material portion of its revenues from the company top 5 clients by revenue generated in Fiscal 2022 ("Top 5 Clients") which include Tata Motors Limited (its Promoter) and certain of its subsidiaries (other than JLR) (collectively, "Tata Motors") and JLR (JLR and Tata Motors together, the "Anchor Clients"). If any or all of its Top 5 Clients were to suffer a deterioration of their business, cease doing business with it or substantially reduce their dealings with the company, its revenues could decline, which may have a material adverse effect on its business, results of operations, cash flows and financial condition.

The company revenues are highly dependent on clients concentrated in the automotive segment. An economic slowdown or factors affecting this segment may have an adverse effect on its business, financial condition and results of operations.

The company expect a significant amount of future revenue to come from new energy vehicle companies, many of whom may be startup companies. Uncertainties about their funding plans, future product roadmaps, ability to manage growth, creditworthiness and ownership changes may adversely affect its business, financial condition and results of operations.

The company`s success depends in large part upon the strength of its skilled engineering professionals and management team. If the company fail to attract, retain, train and optimally utilize these personnel, its business may be unable to grow and the company revenue and profitability could decline. Further, increases in wages and other employee benefit expenses for such personnel could prevent its from sustaining the company competitive advantage.

Its pricing structures and scope of offerings may not accurately anticipate the cost and complexity of performing its work and if the company is unable to manage costs successfully, certain of its contracts could be or could become unprofitable.

The company may be subject to client and/or third-party claims of intellectual property infringement. Its may also be unsuccessful in protecting the company intellectual property rights. Unauthorized use of its intellectual property may result in the development of technology, products or services which compete with its services. Additionally, its may also be subject to client and/or third-party claims of intellectual property infringement.

The company may be liable to its clients for damages caused by system failures, disclosure of confidential information or data security breaches, which could also harm its reputation, damage its relationship with clients and cause it to lose clients.

The company has recently expanded its offerings in the Education business and if its unable to achieve the anticipated returns in such new growth areas, it could have a material adverse effect on its business, results of operations and financial condition.

For the company Products business its relies on vendors and partners for software, many of which are single-source or limitedsource suppliers. Such reliance or adverse change in its relationships could harm its business by adversely affecting availability, delivery, reliability, and cost.

The company conduct its business in various jurisdictions globally and may be unsuccessful in operating and expanding into new markets and face numerous legal and regulatory requirements while operating and expanding and violation of these regulations could harm its business.

Failure to comply with standards required by its clients under the company service agreements, which may include industry and country-specific laws and regulations, could harm its reputation, result in liability claims and significant costs to its, impairing the company ability to enter into future contracts in relation to its services and solutions, and serve its existing clients.

Any inability to manage its growth could disrupt its business and reduce the company profitability.

The company may not be able to extend its arrangements with the company clients and may need to renegotiate the terms of its contracts from time to time. Further, its clients may terminate contracts before completion, negotiate adverse terms of the contract or choose not to renew contracts, which could materially adversely affect its busines and financial condition and results of operations.

The company profitability could suffer if its not able to maintain optimum employee utilization.

The Company had made certain preferential allotments of equity shares in the past and these allotments were offered and/or allotted to more than 49 investors, which may have been in non-compliance with the Companies Act, 1956.

Intense competition in the market for engineering services could affect its pricing and have a material adverse effect on its business, financial condition and results of operations.

The company clients may stop or reduce the scope of outsourced engineering services work or may set up captive research and development centres, which may result in a reduction in its volumes of work. Additionally, a reduction in the research and development budgets of its existing and prospective clients could affect the company pricing and volume of work.

If the company is unable to collect its dues and receivables from, or invoice its unbilled services to, the company clients, its results of operations and cash flows could be adversely affected.

The company`s success also depends on its ability to innovate, and its business could be adversely affected if the company fail fo upgrade and adapt its services and solutions to evolving clients` requirements or if its fail to make changes to the company pricing model to keep up with clients` expectations.

Certain of its corporate records and filings and instruments of transfer are not traceable. The company cannot assure you that no legal proceedings or regulatory actions will be initiated against it in the future in relation to any such discrepancies.

There are outstanding legal proceedings involving the Company, its Directors, the company Subsidiaries and its Promoter. Any adverse decisions could impact its cashflows and profit or loss to the extent of demand amount, interest and penalty, divert management time and attention, consume financial resources in their defence or prosecution, affect its reputation, standing and future business and have an adverse effect on its business, prospects, results of operations and financial condition.

Exchange rate fluctuations in various currencies in which its do business could materially and adversely impact its business, financial condition and results of operations.

The company has in the past experienced, and may in the future experience, a long selling and implementation cycle with respect to certain projects that require it to make significant resource commitments prior to realizing revenue and/or adequate margins for its services. Any significant failure to generate revenue or delays in recognizing revenue after incurring costs related to its sales or services process could adversely affect the company business.

Challenges relating to immigration laws, rules and policies, requiring it to hire locals instead of using the company existing work force, may affect its ability to compete for, and provide services to, clients in the United States and some European countries, among others. This could result in lower profit margins and delays in, or losses of, client engagements and expose it to penalties in relation to employment visa violations in the future.

If its third-party service providers and key vendors are not able to or do not fulfil their service obligations, its operations could be disrupted and the company operating results could be harmed.

Some of its client contracts contain benchmarking and most favoured client provisions which, if triggered, could result in lower contractual revenues and profitability in the future.

The company claim deductions under special tax holidays for units set up in special economic zones in India. If there is any change in these tax holidays, other taxation laws or their interpretation, such changes may significantly affect its business, results of operations, cash flows, financial condition and prospects.

There are several restrictions on special economic zones and underlying special economic zone land in India, which may adversely affect its facilities located therein.

The company relies on licensing arrangements with Tata Sons Private Limited to use the "Tata" brand. Any improper use of the associated trademarks by the licensor or any other third parties could materially and adversely affect its business, financial condition and results of operations.

The company insurance coverage may not be adequate to protect it against all potential losses, which may have a material adverse effect on the company business, financial condition and results of operations.

If the company fail to maintain an effective system of internal controls, its may not be able to successfully manage or accurately report its financial risk. Employee misconduct or such failure of the company internal processes or procedures could harm it by impairing its ability to attract and retain clients and subject it to significant legal liability and reputational harm.

The company has had negative cash flows in the past and may continue to have negative cash flows in the future, which could adversely affect its liquidity and operations.

The company invest in unsecured debt instruments, from time to time, which may carry interest rates lower than the market rate and thus affect its profitability.

The company does not own all its office premises. Any termination or failure by it to renew the lease agreements in a favourable and timely manner, or at all, could adversely affect its business, cash flows, results of operations, and financial condition. Moreover, many of the lease agreements entered into by it may not be duly registered or adequately stamped.

Its may engage in acquisitions that may not be successful or meet the company expectations. If its unable to obtain indemnification protection or other contractual protections or relief for any material liabilities associated with its acquisitions or investments, the company business, financial condition and results of operations could be adversely affected.

The company has entered into, and will continue to enter into, related party transactions which may potentially involve conflicts of interest.

The company has certain contingent liabilities that have not been provided for in its financial statements, which, if they materialize, may adversely affect its financial condition.

Its business and operations have been adversely impacted by the COVID-19 pandemic and the future impact on the company business, operations and financial performance is uncertain and could continue for an unknown period of time.

The company has used information from the Zinnov Report which its commissioned for industry related data in this Draft Red Herring Prospectus and any reliance on such information is subject to inherent risks.

Certain of the company Group Companies operate in a similar line of business, which may lead to competition with these entities and could potentially result in a loss of business opportunity for the Company.

The company Promoter, members of its Promoter Group, Directors, Key Managerial Personnel and Senior Management Personnel have interests, benefit and transactions with the Company that could result in conflicts of interest and be prejudicial to the interests of the Company.

The company will continue to be controlled by its Promoter after the completion of the Offer, and the company Promoter`s interest may differ from those of other shareholders.

The Selling Shareholders, including its Promoter, will receive the entire proceeds from the Offer for Sale. The Company will not receive or benefit from any proceeds from the Offer for Sale.

The company failure to comply with anti-money laundering, anti-terrorist financing rules and regulations thereunder and applicable Indian Securities Laws and related circulars and guidelines issued by various regulatory and government authorities could result in criminal and regulatory fines and severe reputational damage.

The company is subject to laws and regulations in the United States and other countries in which its operate concerning its operations, including export restrictions, U.S. economic sanctions, the Foreign Corrupt Practices Act, and similar anti-bribery laws. Any violations of these laws, regulations and procedures would adversely affect the company reputation and the market for shares of its common stock and may require certain of its investors to disclose their investment in the company under certain state laws. Moreover, its may also be subject to civil or criminal penalties and other remedial measures, which could materially adversely affect its business, financial condition and results of operations.

The company has included certain non-GAAP measures, industry metrics and key performance indicators related to its operations and financial performance in this Draft Red Herring Prospectus that are subject to inherent challenges measurement. These Non-GAAP Measures, industry metrics and key performance indicators may not be comparable with financial, or industry related statistical information of similar nomenclature computed and presented by other companies. Such supplemental financial and operational information is therefore of limited utility as an analytical tool for investors and there can be no assurance that there will not be any issues or such tools will be accurate going forward.

The company is subject to transfer pricing regulations in respect of transactions with its foreign Subsidiaries. If the income tax authorities review any of its tax returns and determine that the transfer price applied was not appropriate, the company may incur increased tax liabilities, including accrued interest and penalties.