Tata Teleservices (Maharashtra) Ltd

Dear Members,

Your Directors present the 30^th Annual Report on the business and operations of Tata Teleservices (Maharashtra) Limited (referred to as "TTML" or the "Company"), together with the audited financial statements for the financial year ended March 31,2025, and other accompanying reports, notes, and certificates.

Company Overview

The Company, equipped with Unified Licences (UL) - Access Service Authorization, operates in Mumbai and Maharashtra License Service Area (LSA), serving the regions of Maharashtra and Goa.

Operating under the brand name of "Tata Tele Business Services" ("TTBS"), the Company provides Smart Digital Solutions tailored to meet the needs of businesses across the country. Solutions include Connectivity, Business Communications, Security, Marketing and Managed Services. Our commitment to offering best-in-class customer support ensures that businesses experience exceptional service throughout their journey. The Company is committed to being a reliable partner in its customers' digital transformation, aiming to unlock their full potential by democratizing technology, ensuring it is both accessible and affordable.

Financial Highlights

The financial highlights of the Company for the year ended March 31,2025, are as follows:

Dividend and Appropriations

In view of the accumulated losses and loss during the financial year 2024-2025, the Directors regret their inability to recommend any dividend for the year under review. No appropriations are proposed to be made for the year under review.

As per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Dividend Distribution Policy is disclosed in the Corporate Governance Report and is available on the Company's website at https://www.tatatelebusiness.com/ policies-ttml/

Company Initiatives

A. Customer Centric Initiatives

The Company continued to enhance Customer Experience by introducing new-age digital platforms that enable effortless interactions for our customers. Some of the key enhancements include:

• Launch of eTRACK - Automated ticket allocation & Field Force tracking platform with real-time visibility of engineers and tracking flexibility for customers.

• Feedbacks went Digital with TNPS, the first of its kind InChat feedback capturing mechanism on WhatsApp.

• Customer Centricity Program 3.0 - Engaged teams Engaged Customers. With an objective to deepen our engagement and a better understanding of customer's needs and market insights, the Leadership & HQ Team engaged with Enterprise Customers.

• Launch of Virtual Service Manager ("VSM") - The 24/7 VSM unit is designed to support customer calls and service coordination, enabling Service Managers (SMs) to focus more on customer needs and relationship-building. By ensuring consistent service levels, the VSM unit enhances operational efficiency and provides valuable data for further analytics.

• Recognizing Customer Service Heroes - We are in the

Top 15 across Group Companies in the 'Making Customer Smile' Contest 2025 - A Tata Group Contest run by the Customer Centricity Team, Tata Group.

• eBonding continues to spread its wings and is now extended to more carrier customers.

• iManage, our Self-care platform integrated with the PayEX platform for a Seamless & Instant payment experience. Additionally, Multi-Factor Authentication & Password change policy was implemented in iManage for enhanced security.

• Close to 4900+ Customer Appreciations received for our In-House and Partner teams.

The Company's Customer Service solutions have been awarded with multiple recognitions across industry forums.

B. Product Initiatives

The Company provides Smart Digital Solutions tailored to meet the needs of businesses. Solutions include Connectivity, Business Communications, Security, Marketing, and Managed Services. The Company's primary focus is to enable Small & Medium Enterprises (SMEs), with digital solutions to expand reach, streamline operations, and enhance customer as well as employee experiences.

Strategic collaborations with global technology leaders have enhanced the Company's portfolio ensuring businesses access solutions that address unique challenges. These solutions empower SMEs to confidently connect, collaborate, and transform.

The Company thereby empowers SMEs to confidently connect, collaborate and transform themselves.

Key Launches

Key product launches in FY25 include the following:

Smart Internet Telephony: Revolutionizing Business Communication

Smart Internet Telephony leverages Voice over Internet Protocol (VoIP) technology to facilitate high-quality voice calls over the internet, eliminating the need for traditional phone lines. This solution ensures seamless connectivity, enabling businesses to enhance customer interactions and streamline internal communications. By integrating voice services with internet connectivity, organizations can reduce communication costs, improve flexibility, and support remote work scenarios.

Managed Wi-Fi: Delivering Seamless and Secure Connectivity

TTBS Managed Wi-Fi service offers businesses a fully managed, secure, and reliable Wi-Fi network tailored to the unique needs of SMEs. Beyond basic connectivity, this solution provides proactive monitoring, maintenance, and support, ensuring optimal performance and freeing internal IT resources. With features like centralized management and enhanced security protocols, businesses can offer seamless connectivity to employees and guests, enhancing productivity and user satisfaction.

SD-WAN iFLX Edge: Intelligent Network Traffic

Management

SD-WAN iFLX Edge is a smart networking solution that intelligently manages and optimizes network traffic across multiple connections. It ensures high performance, secure connectivity, and simplified network operations by dynamically routing traffic based on real-time network conditions. This enhances application performance, reduces latency, and provides a resilient network infrastructure, crucial for businesses relying on cloud applications and remote operations.

SD-WAN Ready ILL: Robust Networking with Enhanced Security

Combining the reliability of Internet Leased Lines (ILL) with next-generation security features, SD-WAN Ready ILL offers SMEs a robust networking solution that delivers agility, efficiency, and protection. This integration allows for intelligent traffic management, enhanced security protocols, and improved application performance, ensuring businesses have a secure and efficient network infrastructure to support their operations.

These solutions collectively empower businesses to enhance their communication infrastructure, optimize network performance, and drive innovation through advanced technologies.

C. Customer Engagement Initiatives

To strengthen our connection with customers, we continue to engage with them through Tech Workshops and Do Big Forums. These programs are designed to share valuable industry insights, showcase new product launches, and address industry challenges through technology.

The Company partnered with leading OEMs to host knowledge-sharing sessions that provided customers with cutting-edge expertise and best practices. These sessions were well-received, reinforcing our commitment to empowering customers, building trust, and driving collaborative innovation.

D. HR Initiatives (1) Life @TTBS

Building a culture of recognition:

• Our employee recognition program 'Encore' celebrates and rewards employees for their exceptional work, achievements and contributions, as well as for exemplifying the behaviours aligned with our core values of Faster, Simpler and Closer. It promotes instant and continuous recognition amongst colleagues and fuels their inspiration to Do Big.

• 326 awards were presented to employees for creating a positive impact on their own/team's performance.

• The Employee Townhalls witnessed the distribution of another 16 awards for path-breaking improvement in the organization's performance.

• 55 recognitions were shared for taking ownership and embracing risks to explore new ideas, even though these may not have been successful.

• 239 employees were also honoured with recognition for demonstrating our values of Faster, Simpler, Closer in day-today work.

• Overall, employees were granted more than 636 awards during the year, reinforcing our culture of recognition.

Culture of wellbeing amongst employees:

• Under the employee assistance program known as SaBal, at TTBS, all employees have access to counselling resources.

• Additionally, various sessions focused on physical and mental well-being are offered both online and offline.

Engagement, Connect & Celebrations:

• A variety of engagement events are scheduled monthly, including Cultural Rituals, Employee Connects, Leadership Reach-outs, Knowledge Sharing Sessions, Team Connects and Festival Celebrations.

• TTL has also launched "Chief Listening Officer", an AI-powered chatbot to real-time measure & act on employee pulses which also enables TTL to identify & mitigate the risk of attrition proactively.

Culture Transformation Program:

• Rooted in our cultural ethos of "Faster, Simpler and Closer", TTL has initiated a culture transformation journey "Parivartan" with an emphasize on building collaboration, experimentation and ownership (CEO) culture in the organization.

• As a part of the Parivartan Initiative, TTL has launched an internal campaign of "Be Our Next CEO". TTL has also identified 70 Change Champions from diverse functions, regions, levels and experiences to promote inclusivity in the transformation process. These Change Champions have successfully identified and completed over 20 cross-functional CEO projects that align with the organization's future growth agenda targets and effectively harness diverse perspectives.

• To systematically foster collaboration, TTL has introduced "Knowledge Cafe", a cross-functional knowledge-sharing session and "Xplore Sprint", a cross-functional short-term bubble assignments designed to bridge organizational silos.

• To promote a culture of experimentation, TTL has launched "Do Big iHub" platform to democratize the innovation process and also has established "Focus Fridays" during which the employees are encouraged to digitally detox and step away from their routine tasks to concentrate on strategic initiatives critical for the organization's future growth.

Women Development Program:

TTBS has curated a focused mid management women's development program, AspireHer, to enable and empower their growth in the organization. This comprehensive program of 10 months comprizes leadership masterclasses, coaching, leadership mentoring, external company immersions, action learning projects & secondments.

(2) Building Future-Skills Readiness

TTBS provides all employees with access to eLearning platforms, encouraging them to pursue courses relevant to their current roles and future skills, such as Generative AI, laaS, SaaS, Cloud Fundamentals, Cyber Security, Industry Selling, Data Analytics and Project Management.

Leadership Training:

2 Senior leaders and 1 emerging leader participated in Tata Management Training Centre (TMTC) workshops for developing Strategic management skills. Programs they participated in Tata Group Strategic Leadership Seminar (TGSLS), Tata Group Executive Leaders Seminar (TGELS) and Tata Group eMerging Leaders Seminar (TGMLS) conducted at TMTC.

Organizational Culture Training:

58 people-managers attended 'Being a Coach' Classroom workshops to facilitate a culture of coaching in the organization. This workshop enabled our people managers with the knowledge and skills necessary to conduct purposeful, forward-looking conversations during annual appraisals.

Digital Learning:

• 354 learning paths and 3004 courses were completed by 323 unique employees, clocking 5005 hours of training on Digital Learning Experience Platforms (LinkedIn, Skillsoft, UDEMY, HMM Spark).

• Employees also leveraged the digital platforms to prepare for external certification on Cloud, Security, and AI topics in accordance with the OEM tie-ups of TTL.

• Building on the foundation of functional expertize, we expanded our approach to developing behavioural competencies in FY25. Based on the feedback received from employees and managers and in line with organizational initiatives, we curated customized learning pathways: 'Skill Quotient' and 'CEO Behaviours'.

• Popular courses & critical skills focused upon digital platforms: Learning Agility, Critical Thinking, Innovation, Perseverance, Resilience, Collaboration, Design Thinking, Accountability, Data Analytics, Customer Alignment, Customer Experience Management, Managing Results, Managing People, and Technology.

Do Big Voyage:

The Do Big Voyage induction program aims to provide comprehensive support and development opportunities for new employees as they transition into their roles within the organization. It is an approach to ensure that new hires not only adapt to their positions but also thrive and contribute effectively to the organization's success. The objective is to develop a World Class On-boarding Program that aligns new joining to TTBS's vision, values and culture, while supporting them transition into their new role effectively.

Holding Company

Pursuant to the provisions of the Companies Act, 2013 (the "Act"), Tata Teleservices Limited ("TTSL") and Tata Sons Private Limited are the holding companies of your Company.

Pursuant to Section 47(2) of the Act, since October 17, 2018, TTSL has become entitled to additional voting rights of 26.26% in respect of the Redeemable Preference Shares ("RPS") of H 100/- each held in the Company. Accordingly, TTSL has a total of 74.56% voting rights in the Company, in respect of equity shares and RPS of the Company held by it. The RPS are non-convertible.

Subsidiary, Associate and Joint Venture Company

The Company does not have any subsidiary, associate or joint venture company within the meaning of relevant provisions of the Act.

Directors' Responsibility Statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory, cost and secretarial auditors and external consultant(s), 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 the financial year under review.

Accordingly, pursuant to the provisions of Section 134(5) of the Act, your Directors, to the best of their knowledge and belief and according to information and explanation obtained by them, confirm that:

1. i n the preparation of the annual financial statements for the year ended March 31, 2025, 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 ended March 31, 2025, and of the loss 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 financial statements on a going-concern basis;

, 5. they have laid down internal financial controls to be followed

by the Company and that such internal financial controls are adequate and are operating effectively;

6. they have devised systems to ensure compliance with the

, provisions of all applicable laws and that such systems are

adequate and operating effectively.

Corporate Structure - Directors and Key ' Managerial Personnel

Board of Directors, Meetings, and its Committees

As of March 31, 2025, the Board of Directors is comprised of 6 (six) Directors. Of the 6 (six) Directors, 5 (five) are Non-Executive Directors and 1 (one) Managing Director. The Non-Executive Directors included 1 (one) Chairman and 3 (three) Independent Directors (including a Woman Director). The composition of the Board is in conformity with the provisions of the Act and Regulation 17 of the Listing Regulations.

Further, all the Directors and Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct for the financial year 2024-2025, and the declaration in this respect I appears elsewhere in the Annual Report.

Resignations and Appointments

During the year under review,

' • Hiroo Mirchandani (DIN:06992518), Non-Executive

Independent Director, retired from the office of Independent ' Director of the Company upon completion of the second term ^! on March 8, 2025. The Board placed on record its appreciation for the significant contributions made by her during her , association of 10 years with the Company.

• Dr Vaijayanti Pandit (DIN:06742237), on the recommendation ^, of the Nomination and Remuneration Committee, was appointed as an Additional Director in the category of Non; Executive Independent Director by the Board with effect , from March 9, 2025. She holds the office as an Additional

, Director till the ensuing AGM of the Company and is eligible

for appointment at the ensuing AGM. The appointment of Dr Vaijayanti Pandit as an Independent Director for a period I starting from March 9, 2025, and ending on January 11, 2028, ^f is subject to the approval of the Members of the Company at the ensuing AGM and she shall not be liable to retire by ^! rotation. The Company has received a declaration from Dr ^! Vaijayanti Pandit that she fulfils the criteria of Independence as prescribed under the provisions of the Act read with the

Schedules and Rules issued thereunder as well as Regulation 17 of the Listing Regulations (including statutory re-enactment thereof for the time being in force). Accordingly, a resolution has been included in the notice of AGM for your approval.

Director Retiring by Rotation

In accordance with the relevant provisions of the Act and in terms of the Articles of Association of the Company, Amur Swaminathan Lakshminarayanan (DIN:08616830) retires by rotation at the ensuing AGM and, being eligible, offers himself for re-appointment. The Board recommends his appointment for your approval in the best interests of the Company. The relevant details of Amur Swaminathan Lakshminarayanan forms part of the Notice convening the 30^th AGM.

Independent Directors

All the Independent Directors of the Company have given declarations and confirmed that they meet the criteria of 'Independence' as stipulated under the Act and the Listing Regulations.

Key Managerial Personnel

There were no changes in the Key Managerial Personnel of the Company during the year under review.

Meetings of the Board of Directors

The details of the composition of the Board, its committees, their meetings held and the attendance of the Directors at such meetings are provided in the Corporate Governance Report, which forms part of this Report.

Board Evaluation

The Board of Directors carried out an annual evaluation of its performance, performance of Board, Committees and individual Directors pursuant to the provisions of the Act and the Listing Regulations.

The performance of the Board, the Committees, individual Directors and the Chairman was evaluated by the Board after seeking inputs from all the Directors through a questionnaire wherein the Directors evaluated the performance on a scale of one to five based on the following criteria:

a) Criteria for Board performance evaluation include degree of fulfilment of key responsibilities, Board structure and composition, establishment, and delineation of responsibilities to Committees, effectiveness of Board processes, information and functioning, Board Culture and Dynamics, Quality of relationship between the Board and the Management.

b) Criteria for Committee performance evaluation include the degree of fulfilment of key responsibilities, the adequacy of Committee Composition, the effectiveness of meetings, committee dynamics, Quality of the Relationship of the Committee with the Board, and the management.

c) Criteria for performance evaluation of individual Directors include fulfilment of the independence criteria as specified in the Listing Regulations and their independence from the Management, Attendance, Contribution at meetings, guidance, and support for Management outside Board/ Committee meetings.

Kumar Ramanathan, Chairman of the Nomination and Remuneration Committee ("NRC"), was nominated to conduct one-on-one discussions with the Directors to seek their feedback on the Board and other Directors.

The NRC also reviewed the performance of the individual Directors.

In a separate meeting of Independent Directors, the performance of Non-Independent Directors and the performance of the Board was evaluated. Additionally, the views of the Non-Executive Directors and an Executive Director were also taken.

The Board and the NRC reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual Directors to the Board and Committee meetings like, preparedness on the issues to be discussed, meaningful and constructive contributions and inputs in meetings, among others.

Moreover, in the Board meeting that followed the meeting of the Independent Directors and the meeting of the NRC, the performance of the Board, its committees, individual Directors and Chairman was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

Safety

The Company has a well-defined and practised Environment, Health and Safety ("EHS") policy in place. The Company's EHS Policy comprises guidelines and standardized practices, based on robust processes. It advocates proactively improving its management systems to minimize health and safety hazards, thereby ensuring compliance in all operational activities.

To minimize and mitigate risks related to fire safety and physical security, the Company has taken up various safety initiatives that include:

• ISO 45001:2018 Certification.

• First aid and fire safety web-based training including Building and Office Evacuation, CPR - Cardiopulmonary Resuscitation, Building evacuation and Fire Safety Awareness for all on- roll employees.

• Presentation-based awareness sessions for off-roll / field employees.

• Dissemination of employee safety awareness through safety awareness week, emails, SMS, videos (Do's and Don'ts) and quizzes.

• Engagement with Regional Safety Officers (RSOs).

• Physical audit of offices and network sites through an in-house team.

• Emergency mock fire drills.

• Introduction of Work Permit Process, Toll Box Talk & LOTO implementation.

• Regular Environment, Health & Safety Committee meetings at Regional and Corporate levels.

• Audit of HIRA (Hazardous Identification & Risk Assessment) & taking corrective action thereon.

• Safety Benchmarking exercise within and outside Group Companies.

The overall completion status of web-based Safety and Health training for all on-roll employees as on March 31, 2025, stands close to 98%.

Policies and Procedures

Policy on Directors' Appointment and Remuneration and Other Details

The Policy of the Company on Directors' appointment, including criteria for determining qualifications, positive attributes and independence of a Director and the Policy on remuneration of Directors, Key Managerial Personnel and other employees are at Annexure - IA and Annexure - IB and form part of this Report.

Risk Management

Pursuant to Regulation 21 of the Listing Regulations, the Board of Directors of the Company have constituted a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee comprises of two Independent Directors and one Executive Director.

The Company has framed the Risk Management Policy to manage the risks included in all the activities of the Company by proactively mitigating adversities.

The scope of the Risk Management Committee includes 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. Businesses and functions systematically manage major risks through continuous mitigation actions. The risk management framework, explained in the Management Discussion and Analysis section of this Report, identifies risks that could potentially threaten the Company's existence or impact operations.

Internal Financial Controls and their Adequacy

The Company has established and maintained adequate internal financial controls with respect to financial statements. Such controls have been designed to provide reasonable assurance with regard to providing reliable financial and operational information. During the year under review, such controls were operating effectively, and no material weaknesses were observed.

Vigil Mechanism/Whistle Blower Policy

The Company has established a vigil mechanism in the form of a Whistle Blower Policy for Directors, employees, and other stakeholders of the Company to report their genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Tata Code of Conduct or other policies of the Company, details of which are provided in the Corporate Governance Report, which form part of this report. As a requirement of the Tata Code of Conduct, all stakeholders are also provided access to the Whistle Blower mechanism.

The policy provides for adequate safeguards against victimization of Directors/employees who avail of the mechanism and provides for direct access to the Chairperson of the Audit Committee.

The Whistle Blower Policy is available on the Company's website at https://www.tatatelebusiness.com/policies-ttml/.

Corporate Social Responsibility

Details of the Corporate Social Responsibility ("CSR") Policy and initiatives taken by the Company on CSR activities during the year under review have been provided in Annexure - II to this Report. The CSR policy of the Company is available on the Company's website at https://www.tatatelebusiness.com/policies-ttml/.

Pursuant to the provisions of Section 135 of the Act, the Company is not required to constitute a CSR Committee due to incurring continuous losses for more than three financial years.

Related Party Transactions

In line with the requirements of the Act and the Listing Regulations, the Company has formulated a policy on Related Party Transactions, which is available on the Company's website at https://www.tatatelebusiness.com/policies-ttml/. During the year under review, all transactions entered into with related parties were approved by the Audit Committee.

Further, the Company has obtained prior approval of the Members for all material transactions/proposed transactions entered/to be entered into between the Company and TTSL, a related party, for an aggregate value of H 200 Crores (Rupees Two Hundred Crores Only) per annum and the Company and Tata Communications Limited, related party, for an aggregate value of H 235 Crores (Rupees Two Hundred Thirty-Five Crores Only) per annum for the financial years 2024-2025, 2025-2026 and 2026-2027.

The details of transactions with related parties as per Form AOC-2 are provided in Annexure - III of this Report.

Particulars of Loans, Guarantees or Investments

The Company falls within the scope of the definition of "infrastructure company" as provided in the Act. Accordingly, the Company is exempted from the provisions of Section 186 of the Act with regard to loans made, guarantees given or security provided by the Company. Additionally, the Company has not made any investment in the securities of other corporate bodies during the year under review.

Deposits

The Company has not accepted any deposits from the public, during the year under review within the meaning of Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014. No amount on account of principal or interest on deposits from the public was outstanding as of the date of the balance sheet.

Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has 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 Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder, for prevention and redressal of complaints of sexual harassment at workplace. The objective of this policy is to lay clear guidelines and provide the right direction in case of any reported incidence of sexual harassment across the Company's offices and take appropriate decisions in resolving such issues.

Further, the Company has complied with provisions relating to the constitution of the Internal Complaints Committee as required under the said act.

During the year under review, the Company received one complaint of sexual harassment which was investigated and closed.

Details of Application Made or Proceedings Pending, if any, Under the Insolvency and Bankruptcy Code, 2016

Nil, during the year under review.

Details of Difference Between Amount of the Valuation done at the time of one Time Settlement and the Valuation done while Taking Loan from the Banks or Financial Institutions

Not applicable.

Particulars of Employees

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure - IV to this Report.

The statement containing 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, forms part of this Report. Pursuant to Section 136(1) of the Act, this report is being sent to the Members of the Company, excluding the aforesaid information. However, a copy of this statement may be obtained by the Members by writing to the Company Secretary at investor.relations@tatatel.co.in.

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

Pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the details of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are as follows:

(A) Conservation of Energy:

(i) Steps Taken or Impact on Conservation of Energy:

a. Electricity and diesel generators are used for the powering of the Company's Core locations and other network equipment. The Company regularly reviews power consumption patterns across its network and has implemented Smart Rack Solution & Free Cooling Unit green initiative in order to optimize power consumption, which resulted in substantive cost savings and reduction of carbon foot print. Some of the major optimization projects undertaken during the year are:

• Network Optimization: 68 Network Nodes locations switched off post network re-architecture and optimization.

• Total space surrendered - 1,535 Sq. Ft. (Network leased locations space surrender).

b. The Green initiative & Network Optimization project on energy conservation has resulted in a reduction of 2.01 Million units of energy consumption and a carbon foot-print reduction of 1,152 TCO₂ for the financial year 2024-2025.

(ii) Steps taken by the Company for utilizing alternate

sources of energy:

The Company have initiated the adoption of renewable

Green Energy at 4 Major Network locations.

(iii) Capital Investment on Energy Conservation

Equipment:

(a) H 0.52 Crores for Smart Racks and Free cooling Unit.

(b) The Company is investing H 5.75 Crores in Group Captive Open Access for purchasing of solar power and power purchase agreement (PPA) signing off in progress.

(B) Technology absorption:

The Company have initiated the following new technologies

for energy conservation.

• Smart Rack - Self-contained unit that provides cooling to telecom equipment.

• Free Cooling Unit - Utilizes naturally cool outdoor air to cool equipment room.

(C) Foreign Exchange Earnings and Outgo:

Significant and Material Orders Passed by the Regulators or Courts or Tribunals Impacting the Going Concern Status and the Company's Operation in Future

During the year under review, there were no significant or material orders passed by the regulators, courts or tribunals impacting the going concern status and the Company's operations in the future.

Material Changes and Commitments

No material changes and commitments have occurred after the close of the year till the date of this Report which affect the financial position of the Company except as disclosed elsewhere in this Report.

Extract of Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as of March 31, 2025, is available on the Company's website at https://www.tatatelebusiness.com/ttml- annual-return/

Credit Rating

Please refer to the 'Corporate Governance Report' for the details.

Auditors

Statutory Auditors

Pursuant to the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, Price Waterhouse Chartered Accountants LLP, having Firm Registration No. 012754N/N500016 were appointed as Statutory Auditors of the Company for a second term of five years from the conclusion of the 27^th AGM of the Company held in 2022 until the conclusion of the 32^nd AGM to be held in the year 2027.

Cost Auditors

Section 148 of the Act read with Companies (Audit and Auditors) Rules, 2014 (the "Rules"), requires every telecommunication company to get its cost records audited by the Cost Accountants in practice and file the cost audit report with the Central Government within 180 days of the closure of the financial year.

The Board of Directors of your Company have on the recommendation of the Audit Committee, approved the reappointment and remuneration of M/s. Sanjay Gupta & Associates, Cost Accountants, as Cost Auditors of the Company for conducting cost audit for the financial year 2025-2026. A resolution seeking approval of the Members for ratifying the remuneration payable to the cost auditors for the financial year 2025-2026 is included in the Notice of the ensuing AGM. Your Board recommends it for your approval. The Cost Audit Report for the year ended March 31,2024, has been filed within the due date.

Internal Auditors

The Board have appointed M/s. Ernst & Young LLP, as Internal Auditors for conducting internal audit of the Company for the financial year 2024-2025.

Secretarial Auditors, Secretarial Audit Report, Secretarial Auditors' Observations and Directors' Comments

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. Makarand M. Joshi & Co., Practicing Company Secretaries, to undertake the secretarial audit of the Company for the year ending March 31, 2025. The Secretarial Audit Report in Form MR-3 is annexed as Annexure - V to this Report. The Secretarial Auditors' Report does not contain any qualification, reservation, adverse remark, or disclaimer.

Statutory Auditors' Observations and Directors' Comments

The Statutory Auditors' Report for the financial year ended March 31,2025, does not contain any qualification, reservation, adverse remark, or disclaimer.

Frauds Reported by the Auditors

The Company's Statutory Auditors, Internal Auditors, Cost Auditors and Secretarial Auditors have not reported any instance of fraud during the period under review.

Management Discussion and Analysis Report

A detailed report on Management Discussion and Analysis, as required under Regulation 34 of the Listing Regulations for the year under review, is presented in a separate section, forming part of this Report.

Corporate Governance Report

A report on Corporate Governance is presented in a separate section that forms part of this Report. A certificate from Price Waterhouse Chartered Accountants LLP regarding compliance with conditions of corporate governance as specified in the Listing Regulations by the Company is annexed hereto.

The Company has complied with the mandatory requirements of Corporate Governance prescribed under the Listing Regulations.

Compliance with Secretarial Standards

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

Business Responsibility and Sustainability Report

As per Regulation 34 of the Listing Regulations, a Business Responsibility and Sustainability Report is attached and forms part of this Report.

Acknowledgements

The Directors wish to place on record their sincere appreciation for the assistance and continuous support extended by the Company's employees & their families, shareholders, customers, financial institutions, banks, vendors, channel partners, and investors for their continued support. Additionally, the Directors would also like to thank the Department of Telecommunications, the Central and State Governments and others associated with the activities of the Company for their co-operation.