tata teleservices maharashtra ltd Directors report

Your Directors present 28^th Annual Report on the business and operations of Tata Teleservices (Maharashtra) Limited ("TTML"/ the "Company"), together with the audited financial statements for the financial year ended March 31, 2023 and other accompanying reports, notes and certificates.

Company Overview

TTML holds Unified Licences (UL) - with Access Service Authorization in Mumbai and Maharashtra License Service Area (LSA) i.e., Maharashtra and Goa states as well as Internet Service Provider Category A i.e., national authorisation. The Company is one of the countrys leading enablers of digital connectivity and communication solutions for businesses.

The Company focuses on providing various wireline voice, data, Cloud & Software as a Service (SaaS) solutions to enterprise customers. Our voice, data, Cloud & SaaS solutions serve to bind and connect the business ecosystem. The Company offers its services under the brand name Tata Tele Business Services (TTBS).

Financial Highlights

The Company adopted Indian Accounting Standards ("Ind AS") from April 1, 2016, with transition date from April 1, 2015. Accordingly, the financial reports for current financial year 2022-2023 and previous financial year 2021-2022 have been prepared as per Ind AS reporting framework.

The financial highlights of the Company for the year ended March 31, 2023, are as follows:

(Rs in Crores)

Particulars	2022-2023	2021-2022
Total Revenue	1,113	1,105
Expenditure	614	626
Earnings before Interest, Depreciation, Tax and Amortisation (EBITDA)	500	479
Finance & Treasury charges including exchange impact (net)	1,492	1,534
Depreciation / Amortisation	147	160
Profit/(Loss) before Exceptional Items and Tax	(1,139)	(1,215)
Exceptional Items	(5)	-
Profit/(Loss) after Tax	(1,145)	(1,215)
Other comprehensive Income	(2)	0
Total comprehensive loss for the year	(1,147)	(1,215)

Dividend and Appropriations

In view of the accumulated losses and loss during the financial year 2022-2023, 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 uploaded on the Companys website at https://www.tatatelebusiness.com/policies/

Company Initiatives A. Customer Centric Initiatives

To enhance customer experience, the Company has undertaken the below mentioned digital initiatives:

• Enhancements to iManage (our self-care app for customers): The continuous enhancements to iManage mobile app have given our customers on the go convenience for their service needs. With the freedom of raising service requests and making payments, iManage now also provides order status to the customers, making it a full-service platform.

• eBonding: It is an integration between TTBS and its select customers Customer Relationship Management (CRM) platform. This two-way communication model enables booking and updating service requests in their systems, thus enhancing convenience for our select customers.

• Faster delivery: With the objective of being network- ready, the Company has proactively enabled select connected sites/buildings with network resources in clusters. This has resulted in the delivery to the customers at the shortest cycle time.

B. Product Initiatives

As the countrys leading enabler of digital connectivity and communication solutions, the Company provides digital solutions to small and medium businesses. Our products and solutions now go beyond the purview of connectivity into offering one-stop-shop Information and Communications Technology (ICT) solutions that democratise technology and unlock the potential of our customers.

The Company offers one of the largest portfolios of ICT solutions for businesses in India, with an unwavering focus on customer- centricity, innovation, and digital enablement. Our technology and solutions allow businesses to improve processes, and reach their customers more effectively, while managing their workforce more efficiently.

Key Launches

Smartflo WhatsApp for Business Suite - A solution which enables seamless and superior customer experience with enhanced business communication.

As a key addition to the overall Smartflo cloud communication suite, WhatsApp Business Platform, enhances seamless omni- channel customer communication. It is a fact that every business today dreams of an integrated omni-channel communication solution to engage existing and potential customers. WhatsApp Business Platform helps accelerate customer engagement, boost CX and ensure impactful customer interactions.

Infrastructure as a Service Suite (IaaS) - A superior cloud infrastructure to help accelerate innovation and growth.

Moving workloads to the cloud as part of their digital transformation journey is high on priority for majority of businesses today. Businesses need to make the right decision with the right partner who will support their cloud dreams. TTBS has partnered with Microsoft to offer Microsoft Azure solutions.

Smart Cloud Managed Services - A smart solution to help businesses manage transition to cloud.

Businesses of all industries and sizes need to be able to be manage their IT requirements efficiently if they want to improve productivity, reduce costs, and streamline workflow. This is where our Smart Cloud Managed Services comes in with a clear and cost- effective solution to help businesses navigate the highly complex and rapidly changing cloud market.

This year, the Company launched a variety of value-added connectivity and Cloud & SaaS solutions and continues to strengthen its portfolio with new partnerships. The Company is also in the process of building a comprehensive ecosystem to catalyse digital adoption by entering into strategic partnerships with leading industry players.

Google Workspace - An industry-best, flexible, innovative, and collaborative digital workspace solution.

Flexibility, hybrid workplace, work from anywhere are buzzwords that reflect the changes in how we work today. In this context, TTBS has partnered with Google to offer Google Workspace solutions which integrates seamlessly with all the core applications of work, like email, chat, voice and video calling, collaboration, storage, task management, security tools among others.

Endpoint Security - A comprehensive protection against cyberthreats.

As businesses go digital, it is essential to ensure complete protection against increasing cyber threats. TTBS endpoint security solution powered by Seqrite is a best-in-class endpoint protection security tool for small to mid-size organizations. It offers comprehensive core, web, and network protections against cyberthreats. Advantages include application controls, Data Loss Protection (DLP), and next-generation antivirus protection.

SmartOffice? Business Broadband - A smart solution which brings broadband, voice, security, collaboration and productivity solutions in a single box.

The current, accelerated digital adoption in India has led to increased demand for high speed, reliable broadband that can boost productivity and become a catalyst for growth. Our solution helps businesses move up from vanilla broadband connections and power-up their business with our cutting-edge single-box product. SmartOffice? Business Broadband brings broadband, voice, security, collaboration, and productivity solutions in a single box.

C. Regional Customer Engagement Initiatives

To continue and deepen engagement with customers, the Company initiated multiple customer engagement programs including Do Big Prive, Do Big Grande, Do Big Moments, and Do Big Forums.

Also, to get industry leading views, the Company initiated Do Big CXO Power Meet where it reached out to Industry leaders to understand their perspective on business and their digital transformation. These forums received immense appreciation from customers.

D. HR Initiatives

To strengthen employee engagement and make employees future-ready, the Company has undertaken multiple initiatives. Some of the key initiatives are as below:

• To enhance employee life cycle management, the Company launched Orbit, an integrated suite of HR applications for employee life cycle management, from recruitment to retirals. This is a critical part of our digital transformation journey and an important step towards simplifying our processes and scaling our operational efficiency.

• Taking forward our initiatives towards building future skills readiness, the Company launched COSMOS, a common platform for all online/offline learning activities. With this new Learning Management System (LMS), all learning assets available can now be found in one place.

• The Company launched new performance management process COMPASS, a structured way of measuring and enhancing overall contributions through feedback, coaching and review of results. Compass stands on 5 key pillars - performance goals, customer centric behaviours, future skills readiness, career aspirations and coaching conversations.

Life@TTBS

Our employee recognition program Encore, links rewards and recognition to our organization values of Faster, Simpler, Closer. It promotes instant and continuous recognition amongst colleagues and fuels their inspiration to Do Big.

Wellness Initiatives

Healthy employees are the backbone of any organizations good performance. The Company focused on initiatives to support the professional and personal well-being of our employees and to keep them healthy, engaged and happy. Our employee assistance program primarily focuses on the physical and mental wellness of our employees, as well as their happiness quotient. Some important subjects covered include mental wellness at workplace, staying motivated, making a smooth return to office and such. The employees are also engaged through the celebration of various festivals and events in the office.

• Employees participated actively in various webinars and health talks and were given a forum to discuss their queries with subject matter experts.

• The Company launched Do Big Stepathon, which encouraged the employees to adopt a healthy lifestyle by walking 10K steps daily for a minimum of 21 days.

• The Company conducted FSC League, our annual sports across cities covering indoor and outdoor sports events like chess, carrom, badminton, cricket, football, table tennis, kabaddi, and track events.

Future-skill readiness Initiatives

• Multiple leadership workshops were conducted through Tata Management Training Center (TMTC) for developing middle, senior and top management skills.

• People-managers were trained on Being a Coach to facilitate a culture of coaching in the organization.

• This year more employees leveraged digital learning platforms. Top courses/critical business skills include: Business Management, Cloud Computing, Data Science, Digital Transformation, Technology and IT Leadership, Professional Development, Project Management, as well as Agile and Sales.

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 I 100/- each held in the Company. Accordingly, TTSL has total 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 or 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, work performed by the internal, statutory, cost and secretarial auditors and external consultant(s), including 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 Companys internal financial controls were adequate and effective during the financial year 2022-2023.

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. in the preparation of the annual financial statements for the year ended March 31, 2023, 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, 2023, 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 on March 31, 2023, the Board of Directors comprised of 6 (Six) Non-Executive Directors. The Non-Executive Directors included 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 affirmed compliance with the Code of Conduct for the financial year 2022-2023 and the declaration in this respect appears elsewhere in the Annual Report.

Resignations and Appointments

During the year under review, there were no resignations or appointments of directors on the Board of the Company. Further, the update on the resignations and appointments of directors upto the date of this Report are as follows:

The Board, on recommendation of Nomination and Remuneration Committee, re-appointed Dr. Narendra Damodar Jadhav (DIN:02435444) as a Non-Executive Independent director of the Company for a further term with effect from April 1,2024 up to May 27, 2028. Accordingly, resolution has been included in the notice of AGM for your approval.

The Board, on recommendation of Nomination and Remuneration Committee, appointed Amur Swaminathan Lakshminarayanan (DIN:08616830) as an Additional director in the category of Non- Independent Non-Executive director with effect from April 24, 2023. He holds the office as an Additional director till the ensuing AGM of the Company. Accordingly, resolution has been included in the notice of AGM for your approval.

The Board, on recommendation of Nomination and Remuneration Committee, appointed Harjit Singh (DIN:09416905) as an Additional director of the Company with effect from April 24, 2023. He holds the office as an Additional director till the ensuing AGM of the Company. Further, the Board, on recommendation of Nomination and Remuneration Committee, appointed Harjit Singh as the Managing Director of the Company for a period of three years commencing from April 24, 2023, subject to the approval of the Members. Accordingly, resolutions have been included in the notice of AGM for your approval.

The Company has received a notice in writing from a Member under Section 160(1) of the Act proposing candidature of Dr. Narendra Damodar Jadhav, A. S. Lakshminarayanan and Harjit Singh for the office of director. The Board recommends these appointments for your approval in the best interests of the Company. The relevant details of Dr. Jadhav, A. S. Lakshminarayanan and Harjit Singh form part of the Notice convening 28^th AGM.

Srinath Narasimhan (DIN:00058133), Non-Executive, Non- Independent director, resigned from the directorship of the Company with effect from April 24, 2023. The Board placed on record its appreciation for the significant contributions made by him during his long association of more than 12 years with the Company.

Thambiah Elango (DIN:07973530), Non-Executive, Non- Independent director, from the directorship of the Company with effect from April 24, 2023. The Board placed on record its appreciation for the significant contributions made by him during his association with the Company.

Directors Retiring by Rotation

In accordance with the relevant provisions of the Act and in terms of the Articles of Association of the Company, Ankur Verma (DIN:07972892) 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 Ankur Verma form part of the Notice convening 28^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

Pursuant to the movement of Kush S. Bhatnagar, Chief Financial Officer, and Key Managerial Personnel of the Company to Tata

Teleservices Limited (parent company), he resigned from the post of Chief Financial Officer and Key Managerial Personnel of the Company with effect from February 28, 2023.

Shinu Mathai was appointed as Chief Financial Officer and Key Managerial Personnel of the Company with effect from March 1,2023.

Vrushali Dhamnaskar continues as the Company Secretary of the Company.

Consequent to appointment of Harjit Singh (DIN:09416905) as the Managing Director and Key Managerial Personnel of the Company, effective April 24, 2023, Harjit Singh has vacated the office of Manager of the Company held by till that date.

Meetings of the Board of Directors

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

Board Evaluation

The Board of Directors carried out an annual evaluation of its own 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 and individual Directors was evaluated by the Board after seeking inputs from all the Directors through a questionnaire wherein the Directors evaluated the performance on scale of one to five based on the following criteria:

a) Criteria for Board performance evaluation includes 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 includes degree of fulfilment of key responsibilities, adequacy of committee composition, effectiveness of meetings, committee dynamics, quality of relationship of the committee with the Board, and the management.

c) Criteria for performance evaluation of Individual Directors includes fulfilment of the independence criteria as specified in the Listing Regulations and their independence from the management, attendance, contribution at meetings, guidance, support to management outside Board/ Committee meetings.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

Dr. Narendra Damodar Jadhav, Chairperson of the Nomination and Remuneration Committee ("NRC") was nominated for conducting 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, performance of Non-Independent Directors and performance of the Board was evaluated, views of the Non-Executive Directors 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 contribution and inputs in meetings, etc.

In the Board meeting that followed the meeting of the Independent Directors and meeting of NRC, the performance of the Board, its committees and individual directors were 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 practiced Employee Safety and Well-being Policy. The Companys Safety Policy comprises of 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 includes:

• First aid and fire safety WBT trainings for all on-roll employees.

• Presentation based awareness sessions for off-roll employees.

• Engagement with Location Safety Officers (LSOs).

• Safety awareness sessions for employees conducted by Senior Leadership Team.

• Physical audit of offices through in-house team and core MSC location through external agency JLL.

• Emergency mock fire drills.

• Dissemination on employee safety awareness, through E-mail, SMS, videos (Dos and Donts) and quiz.

• E-module based training enabled on electrical safety, warehouse safety, building and office evacuation. This has been completed by 99% of employees.

These modules are part of our best practice replication the practices from Tata Group.

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, 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 Listing Regulations, the Board of Directors of the Company has constituted a Risk Management Committee on April 26, 2021, to frame, implement and monitor the risk management plan for the Company. The Committee comprises of two Independent Directors and one Non-Executive Non-Independent Director.

The scope of Risk Management Committee includes monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee will have additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management framework which ensures that the Company is able to carry out identification of elements of risks, if any, which in the opinion of the Board may threaten the existence of the Company, has been covered in the Management Discussion and Analysis, which forms part of this Report.

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 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 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 Tata Code of Conduct, all stakeholders are also provided access to 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 has been placed on the website of the Company at https://www.tatatelebusiness.com/policies/.

Corporate Social Responsibility

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

Pursuant to the amendment in the Act, constitution of CSR Committee is not applicable.

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 and the same can be accessed on the Companys website at https:// www.tatatelebusiness.com/policies. 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, related party, for an aggregate value of I 200 Crores (Rupees Two Hundred Crores Only) per annum and the Company and Tata Communications Limited, related party, for an aggregate value of I 235 Crores (Rupees Two Hundred Thirty-Five Crores Only) per annum for the financial year 2021-2022, financial year 2022-2023 and financial year 2023-2024.

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

An item has been included in the notice of the ensuing AGM seeking your approval of material related party transactions for a further period of three years. Your Board recommends it for your approval in the best interests of the Company.

Particulars of Loans, Guarantees or Investments

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

Deposits

The Company has not accepted any deposits from 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 public was outstanding as on 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 right direction, in case of any reported incidence of sexual harassment across the Companys offices and take appropriate decision in resolving such issues.

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

Web Based Training on Tata Code of Conduct has been rolled and completed by all on-roll employees.

During the year under review, the Company did not receive any complaints on sexual harassment.

Details of application made or proceeding 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

Nil, during the year under review.

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, form 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, 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 Companies (Accounts) Rules, 2014, the details of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are as under:

(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 Companys CORE locations and other network equipment. The Company regularly reviews power consumption patterns across its network and has implemented various innovative projects including green initiatives in order to optimize power consumption which resulted into substantive cost savings and reduction of carbon foot print. Some of the major projects undertaken during the year under review are:

• Network Optimization: 86 Network Nodes locations switched off post network re- architecture and optimization.

• 03 Core locations space and power optimization completed.

• 31 Network Nodes locations space and power optimisation.

• Total space surrendered - 0.35 L Sq. ft.

b. The initiative on energy conservation has resulted into reduction of 5.41 Million units of energy consumption and carbon foot-print reduction of 4572 TCO2 for the financial year 2022-2023.

(ii) Steps taken by the Company for utilizing alternate sources of energy:

The Company has not utilized any alternate sources of energy.

(iii) Capital Investment on Energy Conservation Equipment:

Nil.

(B) Technology Absorption: The Company has not imported any new technology.

(C) Foreign Exchange Earnings and Outgo:

(Rs in Crores)

Particulars	2022-2023	2021-2022
Earnings	0.00	0.00
Outgo	1.00	1.53
Capital Goods	39.91	37.38

Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Companys operation in future

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

Extract of annual return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023, is available on the Companys website on https://www.tatatelebusiness.com/ttml-annual-return/

Credit rating

Please refer to Corporate Governance Report for 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 second term of five years from the conclusion of 27^th AGM of the Company held in 2022 until the conclusion of 32^nd AGM to be held in the year 2027.

Cost Auditors

Section 148 of the Act read with Companies (Cost Record and Audit) 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 closure of the financial year. Accordingly, the Company is required to maintain cost records.

The Board of Directors of your Company has on the recommendation of Audit Committee, approved the re-appointment and remuneration of M/s. Sanjay Gupta & Associates, Cost Accountants, as Cost Auditors of the Company for conducting cost audit for the financial year 2023-2024. A resolution seeking approval of the Members for ratifying the remuneration payable to the Cost Auditors for the financial year 2023-2024 is provided in the Notice of the ensuing AGM. Your Board recommends it for your approval.

Internal Auditors

The Board had appointed Ernst & Young LLP, ANB Solutions Private Limited and Deloitte Haskins & Sells LLP, as Internal Auditors for conducting internal audit of the Company for the financial year 2022-2023.

Secretarial Auditors, Secretarial Audit Report, Secretarial Auditors Observation and Directors Comment

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. Mehta & Mehta, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the year ending March 31,2023. The Secretarial Audit Report in Form MR-3 is annexed as Annexure - V to this Report.

The observation by Secretarial Auditors in their Report and our comments are as follow:

(a) The Company was unable to circulate the draft minutes of the following meetings within 15 days from the date of meeting, due to internal procedural reasons:

Sr. No. Type of meeting	Date of meeting
1. Board meeting	June 08, 2022
2. Nomination and Remuneration committee meeting	June 08, 2022
3. Board meeting	August 09, 2022
4. Audit Committee meeting	August 09, 2022
5. Board meeting	November 07, 2022
6. Audit Committee meeting	November 07, 2022
7. Board meeting	February 07, 2023
8. Audit Committee meeting	February 07, 2023
9. Nomination and Remuneration committee meeting	February 07, 2023
10. Board meeting	March 16, 2023
11. Risk Management Committee meeting	March 24, 2023
12. Stakeholders Relationship Committee meeting	March 24, 2023

Directors Comment: The Management has assured that corrective action has been initiated.

b) A period of more than one hundred and eighty days elapsed between the two consecutive meetings of the Risk Management Committee held during the year as required under Regulation 21(3C) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Directors Comment: Noted for compliance. The two RMC meetings during the year were held on August 23, 2022, and March 24, 2023. The RMC meeting of March 24, 2023, was originally scheduled on February 15, 2023. However, due to unavoidable circumstances, the meeting had to be rescheduled.

Statutory Auditors Observations And Directors Comments

The Statutory Auditors Report for the financial year ended March 31, 2023, does not contain any qualification, reservation, adverse remark, or disclaimer.

Frauds reported by the auditors

The Companys 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 the 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 forming part of this report. A certificate from Price Waterhouse Chartered Accountants LLP, regarding compliance of conditions of corporate governance as specified in the Listing Regulations, by the Company is annexed hereto.

The Company has complied with 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.

Business responsibility and sustainability report

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

Acknowledgements

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

	For and on behalf of the Board of Directors
	A. S. Lakshminarayanan
Date: April 24, 2023	Chairman
Place: Mumbai	DIN:08616830