Tata Comm Director Discussions


Dear Members,

The Directors present the 37tRs. integrated Annual Report (‘Report) of Tata Communications Limited (the ‘Company) along with the audited financial statements for the financial year ended March 31, 2023. The Company along with its subsidiaries, wherever required, is referred as ‘we, ‘us, ‘our, or ‘Tata Communications. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

Performance

The table below sets forth the key financial parameters of the Companys performance during the year under review: (Rs. in crores)

Standalone

Consolidated

2022-23 2021-22 2022-23 2021-22
Income from operations 7,236.28 6,587.35 17,838.26 16,724.73
Other income 497.02 558.49 363.15 332.09
Total Income 7,733.30 7,145.84 18,201.41 17,056.82
Expenses
Network and transmission expenses 2,511.53 2,238.61 6,375.49 6,199.49
Employee benefits expenses 1,553.18 1,279.22 3,597.46 3,040.34
Operating and Other Expenditure 1,325.47 1,113.74 3,547.08 3,258.18
Depreciation and amortization expenses 996.03 916.14 2,261.81 2,204.54
Total Expenses 6,386.21 5,547.71 15,781.84 14,702.55
Profit before finance cost, exceptional items and tax 1,347.09 1,598.13 2,419.57 2,354.27
Finance Cost 90.04 88.59 432.46 360.25
Profit before exceptional items and tax 1,257.05 1,509.54 1,987.11 1,994.02
Exceptional items (276.02) 10.78 76.35 5.96
Profit before tax (‘PBT) 981.03 1,520.32 2,063.46 1,999.98
Tax expense / (benefit)
Current tax 325.51 333.00 432.77 431.31
Deferred tax (10.63) 20.00 (136.15) 90.82
Profit / (Loss) before share in profit / (loss) of 666.15 1,167.32 1,766.84 1,477.85
associates
Share in profit / (loss) of associates 34.03 6.82
Profit / (Loss) for the year 1,800.87 1,484.67
Attributable to:
Shareholders of the Company 1,795.96 1,481.76
Non-Controlling Interest 4.91 2.91

Companys Performance

On a standalone basis, the revenue for FY 2022-23 was H7,236.28 crores, higher by 9.85% over the previous years revenue of H6,587.35 crores. The profit after tax (‘PAT) attributable to shareholders for FY 2022-23 was H666.15 crores as compared to the profit after tax of H1,167.32 crores for FY 2021-22. The decrease in PAT is attributable to the impact of exceptional items and operating expenses coming back to pre-Covid levels as Covid benefits recede, as described in greater detail in the Standalone Financial Statements.

On a consolidated basis, the revenue for FY 2022-23 was H17,838.26 crores, higher by 6.66% over the previous years revenue of H16,724.73 crores. The PAT attributable to shareholders and non-controlling interests for FY 2022-23 was H1,800.87 crores as compared to H1,484.67 crores for

FY 2021-22. The growtRs. in the consolidated PAT is on account of higher revenues and international subsidiaries becoming profitable helping us realise net operating losses during FY 2022-23.

Dividend

The Board recommends a dividend of H21.00 per fully paid Equity Share on 285,000,000 Equity Shares of face value H10/- each, for the financial year ended March 31, 2023. The Board has recommended dividend based on the parameters laid down in the Dividend Distribution Policy which can be accessed on www.tatacommunications. com/resource/corporate-resources/policies/tcl-dividend-distribution-policy/.

The dividend on Equity Shares is subRs.ect to the approval of the Members at the Annual General Meeting (‘AGM) scheduled to be held on Tuesday, RS.uly 18, 2023.

The dividend, once approved by the Members, will be paid, subRs.ect to deduction of tax at source, on or before Tuesday, RS.uly 25, 2023. If approved, the dividend will result in a cash outflow of H598.50 crores. The dividend on Equity Shares is 210% of the paid-up value of each share. The total dividend pay-out works out to 33.23% of the profit after tax for the consolidated financial results.

The Company has fixed Monday, RS.une 26, 2023 as the ‘Record Date and will close the Register of Members and Transfer Books from Tuesday, RS.une 27, 2023 till Thursday, RS.une 29, 2023 (both days inclusive) for determining entitlement of Members to final dividend for the financial year ended March 31, 2023, if approved at the AGM.

Transfer to Reserves

The Board of Directors has decided to retain the entire amount of profit for Financial Year 2022-23 in the statement of profit and loss.

Subsidiary companies

As on March 31, 2023, the Company had 55 subsidiaries and 3 associates. There has been no material change in the nature of business of the subsidiaries.

A report on the financial position of each of the subsidiaries and associates as per the Companies Act, 2013 (‘Act) as provided in Form AOC-1 is attached to the financial statements of the Company.

Further, pursuant to the provisions of Section 136 of the Act, the standalone and consolidated financial statements of the Company along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the Company at www.tatacommunications.com/investors/results.

Restructuring and Acquisitions

Vide a business transfer agreement dated December 14, 2022, the Company transferred its non-network Internet of Things (‘IoT) business comprising of Device, Application, Platform and Managed Services components to its wholly-owned subsidiary, Tata Communications Collaboration Services Private Limited, as a going concern on ‘slump sale basis. The transfer came into effect on January 1, 2023.

On December 22, 2022, Tata Communications (Netherlands) B.V., a wholly-owned indirect subsidiary of the Company, entered into a Membership Investment Purchase Agreement to acquire 100% equity stake in The Switch Enterprises LLC (a target company in the United States of America) and as part of the transaction, through its wholly-owned subsidiaries, to acquire assets of the subsidiaries of The Switch Enterprises LLC based out of Canada, the United States of America and the United Kingdom. The acquisition was completed on May 1, 2023. As a result, The Switch Enterprises LLC has become a wholly-owned indirect subsidiary of the Company.

The Switch Enterprises LLC is one of the leading managed services providers for live production and video transmission. The Switch Enterprises LLC is a leading global end-to-end live video production and transmission services provider with reach to top tier sporting venues in North America.

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 consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by the 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 Financial Year 2022-23.

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that for the year ended March 31, 2023:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. They have selected such accounting policies and applied them consistently and made Rs.udgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

iii. 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;

iv. They have prepared the annual accounts on a going concern basis;

v. They have laid down internal financial controls to be followed by the Company and sucRs. internal financial controls are adequate and operating effectively; and

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Directors and Key Managerial Personnel

There have been no changes in the Board of Directors during the financial year. As reported in the previous year, Mr. Krishnakumar NataraRs.an was appointed as Additional Director (Independent) with effect from RS.uly 15, 2021; Mr. Ashok Sinha was appointed as Additional Director (Independent) with effect from October 8, 2021; and Mr. N. Ganapathy Subramaniam was appointed as Additional Director (Non-Executive, Non-Independent) with effect from December 2, 2021. Their appointment was approved by the Members at the AGM held on RS.une 29, 2022.

Mr. Srinath Narasimhan, Non-Executive, Non-Independent Director of the Company tendered his resignation from the Board with effect from the close of business hours on April 19, 2023. The Board places on record its deep appreciation for the contributions and guidance of Mr. Srinath during his association with the Company for more than two decades.

On the recommendation of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on April 19, 2023, appointed Mr. Ankur Verma (DIN: 07972892) as an Additional Director (Non-Executive, Non-Independent) of the Company with effect from April 19, 2023. A proposal for appointment of Mr. Verma will be placed before the Members for their approval at the ensuing AGM on RS.uly 18, 2023.

Pursuant to the provisions of Section 149 of the Act and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations), the Independent Directors have submitted declarations that each of them fulfill the criteria of independence as provided in Section 149(6) of the Act along with the rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company. In the opinion of the Board, the Independent Directors are competent, experienced, proficient and possess necessary expertise and integrity to discharge their duties and functions as Independent Directors.

None of the Companys directors are disqualified from being appointed as a director as specified in Section 164 of the Act. For details about the directors, please refer to the Corporate Governance Report.

In accordance with provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. N. Ganapathy Subramaniam (DIN: 07006215), retires by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than receipt of sitting fees and commission, reimbursement of expenses incurred by them for the purpose of attending meetings of the Board and its committees and any other transactions as approved by the Audit Committee or the Board which are disclosed under the Notes to Accounts.

During the year, there was no change in the Key Managerial Personnel of the Company.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company are: Mr. A. S. Lakshminarayanan - Managing Director & Chief Executive Officer; Mr. Kabir Ahmed Shakir – Chief Financial Officer; Mr. Zubin Adil Patel – Company Secretary and Head Compliance.

Number of Meetings of the Board

Seven Board meetings were held during FY 2022-23. For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this Report.

Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, performance of the committees and that of individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the Board, its committees and individual directors was evaluated by the Board after seeking inputs from all the directors on the basis of criteria based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017, such as the board / committee composition and structure, effectiveness of board processes / committee meetings, information and functioning, etc.

In a separate meeting of the Independent Directors, performance of Non-Independent Directors and the Board as a whole was evaluated, taking into account the views of the Executive Director and Non-Independent Directors. Separate discussions were also held by the Chairperson of the Nomination and Remuneration Committee with each of the Non-Independent Directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the Board and committee meetings, 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 the meeting of the Nomination and Remuneration Committee, the performance of the Board, its committees, and individual directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the independent director being evaluated.

Policy on Directors Appointment and Remuneration and other details

The Companys policy on directors appointment and remuneration and other matters provided in Section 178(3) of the Act, has been disclosed in the Corporate Governance Report, which is a part of this Report, and is also available on www.tatacommunications.com/ investors/governance/.

Internal Financial Control Systems and their Adequacy

The details in respect of internal financial controls and their adequacy are included in the Management Discussion and Analysis, which is a part of this Report.

Audit Committee

The details, including the composition of the Audit Committee, terms of reference, attendance etc., are included in the Corporate Governance Report, which is a part of this report. The Board has accepted all the recommendations of the Audit Committee and hence, there is no further explanation to be provided for in the Boards Report.

Vigil Mechanism

The Company has adopted a Whistleblower Policy and has established a vigil mechanism for directors and employees to report their concerns. For more details on the Whistleblower Policy please refer to the Corporate Governance Report and the Business Responsibility and Sustainability Report.

Auditors

Statutory Auditor and Statutory Auditors Report

At the 36th AGM held on RS.une 29, 2022, the Members approved re-appointment of M/s. S.R. Batliboi & Associates LLP, Chartered Accountants (Firm Registration No. 101049W / E300004) as Statutory Auditors of the Company to hold office for a second tenure of five consecutive years from the conclusion of 36th AGM till the conclusion of the 41st AGM to be held in the year 2027.

The Statutory Auditors Report for FY 2022-23 does not contain any qualifications, reservations, adverse remarks or disclaimers.

The Statutory Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Act, for the year under review.

Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed a practising company secretary, Mr. U. C. Shukla, (FCS No. 2727 / CP No. 1654), to undertake the Companys secretarial audit.

The report of the Secretarial Auditor in Form MR-3 for the financial year ended March 31, 2023 is attached to this report. The Secretarial Audit Report does not contain any qualifications, reservations, or adverse remarks or disclaimers.

Cost Auditor

As per Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to prepare and maintain cost records and have the cost records audited by a Cost Accountant and accordingly it has made and maintained such cost accounts and records. The Board, on the recommendation of the Audit Committee, has appointed Ms. Ketki D. Visariya, Cost Accountant (Firm Registration No. 102266) as the Cost Auditor of the Company for FY 2023-24 under Section 148 and all other applicable provisions of the Act. Ms. Visariya has confirmed that she is free from disqualification specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Act and that the appointment meets the requirements of Section 141(3)(g) of the Act. She has further confirmed her independent status and an arms length relationship with the Company.

The remuneration payable to the Cost Auditor is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution seeking Members ratification for the remuneration payable to Ms. Visariya is included in the Notice convening the AGM.

>Risk Management

The Board of Directors of the Company has formed a Risk Management Committee for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The maRs.or risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis.

Thedevelopmentandimplementationofriskmanagement policy has been covered in the Management Discussion and Analysis, which forms part of this Report.

Particulars of Loans, Guarantees or Investments under

Section 186

Your Company falls within the scope of a company providing infrastructural facilities under Schedule VI of the Act. Accordingly, the Company is exempt from the provisions of Section 186 of the Act with regards to Loans, Guarantees and Investments.

Related Party Transactions

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a

Policy on Related Party Transactions (‘RPT Policy) and the same can be accessed on the Companys website at www.tatacommunications.com/investors/governance. The RPT Policy was last reviewed and amended by the Board at its meeting held on January 23, 2023, on the recommendation of the Audit Committee.

All related party transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for transactions which are of a repetitive nature and are in the ordinary course of business and at arms length pricing.

None of the transactions with related parties falls under the scope of Section 188(1) of the Act. There have been no materially significant related party transactions between the Company and the directors, KMPs, subsidiaries or relatives of directors and KMPs, except for those disclosed in the financial statements. Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act and Regulation 23 of the the SEBI Listing Regulations, along with the Rs.ustification for entering into such contracts or arrangements in Form AOC-2, does not form part of the Boards Report. There were no material related party transactions entered into by the Company during the year i.e., transactions with a related party exceeding H1,000 crores or 10% of the annual consolidated turnover of the Company, whichever is lower, requiring approval of the Members.

Corporate Social Responsibility

A brief outline of the Corporate Social Responsibility (‘CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure I of the Boards Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014 including any statutory modifications / amendments thereto for the time being in force. For other details regarding the Corporate Social Responsibility, Safety and Sustainability Committee, please refer to the Corporate Governance Report, which is a part of this Report. The CSR Policy is also available on the Companys website at www.tatacommunications.com/investors/governance.

Annual Return

As per the requirements of Section 134(3)(a) read along with Section 92(3) of the Act and the rules framed thereunder, including any statutory modifications / amendments thereto for the time being in force, the Annual Return for FY 2022-23 is available on www. tatacommunications.com/investors/results/.

Particulars of Employees

The information required under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company and percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer and Company Secretary for the financial year 2022-23:

Name of Directors / KMPs Ratio to median remuneration* % increase in remuneration in the financial year
Non-Executive Directors
Ms. Renuka Ramnath 7.56 9.92
Mr. Srinath Narasimhan 4.53 9.75
Mr. Krishnakumar NataraRs.an1 5.25 NA
Mr. Ashok Sinha1 4.64 NA
Mr. N. Ganapathy Subramaniam1 and 2 Executive Director NA NA
Mr. A. S. Lakshminarayanan Chief Financial 43.78 10
Mr. Kabir Ahmed Shakir Company Secretary 20.32 14
Mr. Zubin Adil Patel 3.45 10

*While calculating the ratio for Non-Executive Directors, both commission and sitting fees paid have been taken into consideration.

1 Since the remuneration for previous year was only for part of the year, the percentage increase in remuneration is not comparable and hence, not stated.

2As per a Tata Group directive, in case an executive who is in full-time employment of a Tata Company and is receiving salary as a full-time employee is appointed as a Non-Executive Director (‘NE) on any Tata Company, such NE would not accept any commission. The ratio of median to remuneration is not comparable in this case and hence, not stated.

b. The percentage increase in the median remuneration of employees in the financial year: 10.9% c. The number of permanent employees on the rolls of Company: 6,867 employees as on March 31, 2023

d. 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 Rs.ustification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

During the course of the year, the total average increase was approximately 10.3% for employees based in India, after accounting for promotions and other event-based compensation revisions. The increase in the managerial remuneration for the year was 10.01%.

e. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms that the remuneration is as per the remuneration policy of the Company.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of the Boards Report. The Boards Report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection. Any Member interested in obtaining a copy of the same may write to the Company Secretary at investor.relations@ tatacommunications.com.

Disclosure Requirements

As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors Certificate thereon, and the Management Discussion and Analysis form part of this Report.

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

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 such systems are adequate and operating effectively.

Deposits from the Public

The Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from the public was outstanding as on the date of the balance sheet.

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

The Company continues to adopt and use the latest technologies to improve the efficiency and effectiveness of its business operations.

Energy Conservation

The details pertaining to energy conservation initiatives of Tata Communications are as follows:

Name Category

The steps taken or impact on conservation of energy

In FY 2022-23, 130 energy-saving opportunities were identified including proRs.ects on Heating, Ventilation and Air Conditioning (‘HVAC), Switched-Mode Power Supply (‘SMPS) and Uninterruptible Power Supply (‘UPS) efficiency enhancement / Optimisation and Consolidation, Smart Lighting (conversion of conventional lighting into LED), and usage of Internet of Things (‘IoT).

108 out of 130 proRs.ects were completed, resulting in energy savings of 6.56 million KWh (cumulative) and energy cost savings of H6.38 crores. Our Metro Area Network and National Long Distance teams completed 23 energy efficiency proRs.ects, resulting in energy savings of 1,03,200 KWh with cost savings of H8.3 lakhs.

The steps taken by the Company for utilising alternate sources of energy.

We have consumed 173 million KWh of energy during FY 2022-23, procured from the national grid. Almost 30.6 million units (~18%) out of 173 million units consumed were produced from solar and wind energy. Of this, 8.4 million units of solar power were generated at the Companys campus in Dighi, Pune.

On the international front, we signed a contract to purchase renewable energy certificates from Portland General Electric Company for our Portland and Hillsboro facilities, totaling to around 6 million units. We also completed the first solar power operating expense model proRs.ect in Seixal, Portugal, where solar energy power generation is equivalent to approximately 44% of the site capacity. We expect to finish the proRs.ect and its implementation in the first quarter of FY 2023-24.

The capital investment on energy conservation

118 energy-saving opportunities out of 130 proRs.ects were completed with a capital investment of ~H6.9 crores.

equipment

Our Facility Infrastructure Management teams identified 130 energy saving opportunities involving proRs.ects on EB Utilisation, Electric Load Reduction, HVAC, PUE Enhancement, Transformer and Load optimisation, SMPS and UPS efficiency enhancement / Optimisation and Consolidation, Smart Lighting (conversion of conventional lighting into LED) etc.

A detailed break-up of the amount invested is below:

Row Labels Amount of Investment (RS.)
Electric load reduction 1,16,835
HVAC efficiency enhancement / Optimisation and 3,77,61,749
Consolidation
Installation of Hot Air Diverter 1,92,000
PUE Enhancement 80,41,490
Smart Lighting 8,53,186
Name Category
Row Labels Amount of Investment (RS.)
Tower B Basement, Tower B battery room and Tower A, B, C staircase and terrace area

47,250

Transformer and LT load optimisation 1,85,22,200
UPS efficiency enhancement / Optimisation and Consolidation

35,30,560

UPS Optimisation 3,26,540

Foreign exchange earnings and outgo

Foreign exchange earnings were equivalent to H795.47 crores and foreign exchange outgo was equivalent to H937.78 crores.

Environmental, Social and Corporate Governance (‘ESG)

Tata Communications sustainability strategy, based on Environmental, Social and Corporate Governance (‘ESG) framework which aims to create long-term stakeholder value and sustainable growth for our business, stems from, and corresponds to the three key pillars – People, Planet and Community. These are further strengthened by our robust Corporate Governance practices.

As a digital ecosystem enabler, Tata Communications is committed to promoting resource-efficient urban infrastructure with a smaller carbon footprint and technological solutions towards a circular economy that utilises resources more sustainably by supporting our customers to build a better world together. We are dedicated to solving some of the worlds most pressing challenges such as climate change, gender equality, well-being and resource conservation through our reach and technology and ensuring inclusive growth of its people and community.

In the past year, we have continued a strong focus on sustainability and made several interventions in the direction of Climate Change, Energy Conservation, Zero Harm, Human Rights, Community, Water and Waste Reduction aspects, which affirm the principle of ‘Zero Harm to our employees, society and the environment.

During the year under review, the Board also amended the scope of the Corporate Social Responsibility Committee and renamed it as the Corporate Social Responsibility, Safety and Sustainability Committee (‘CSRSS Committee) to additionally review and monitor safety and sustainability initiatives and matters. Your Company has adopted the following long-term sustainability goals: a. Carbon Neutral by FY 2030 and Net Zero by FY 2035; b. GHG reduction potential of 20x by FY 2027 at Customer end; c. 20% water reduction by FY 2030 compared to FY 2020; and d. Zero Waste to Landfill by FY 2027.

Kindly refer to the Natural Capital section of the Integrated Annual Report for more details.

Human Resources

At Tata Communications, we believe in creating a conducive workplace that fosters innovative ideas, welcomes change and creates multiple avenues for the upward mobility of our human resources. Through dedicated employee engagement and upskilling programmes, we strive to create a mutually beneficial environment that encourages people to offer their best and propel the organisation to greater heights.

Our Talent and People Strategy focus has been across four key pillars: Employee experience, Effectiveness and Efficiency, Talent Pipeline and Enhanced Leadership. With employees at the centre, our focus has been to continue to be a Great Place to Work, create a value proposition for our employees and provide avenues for career mobility.

We firmly believe that learning is essential for driving innovation, productivity, and business impact. To achieve our goal of empowering hyperconnected ecosystems, we strive to maintain a culture of continuous learning by providing our employees with the necessary tools, technology, and environment.

We have a holistic talent management approach whicRs. includes immediate term levers for proactive retention of people engaged in critical roles and medium-term measures such as Rs.ob rotation, short-term assignments, secondments etc.

You can read more about our employee engagement and development programmes in the Human Capital section of the Integrated Annual Report.

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

Tata Communications has zero tolerance for sexual harassment and has adopted a charter on prevention, prohibition and redressal of sexual harassment in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and complied with all provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 including constitution of Internal Complaints Committee.

During the financial year 2022-23, the Company received two sexual harassment complaints, of which one was resolved by the Internal Complaints Committee, while investigation is under progress for the second one.

Covid-19

Remaining cautiously optimistic in light of the global decline in Covid-19 infection rates, Tata Communications has implemented a ‘Return to Office in hybrid mode for our employees across the globe starting April 1, 2022, after ensuring a safe working environment in our office locations. With the pandemic still not completely behind us, we continue to monitor the global situation and will continue to keep the best interests of our employees, customers and partners as the topmost priority.

Statutory Information and Disclosures

Material Events after Balance Sheet Date

There are no other subsequent events between the end of the financial year and the date of this report which have a material impact on the financials of the Company.

Rated, Secured, Listed, Redeemable, Non-Convertible Debentures

On April 20, 2020, the Company, by way of private placement, issued and allotted 5,250 (Five Thousand Two Hundred and Fifty) Rated, Secured, Listed, Redeemable, Non-Convertible Debentures (‘NCDs) at a nominal value of H 10,00,000 (Rupees Ten lakhs only)

each, aggregating up to H5,25,00,00,000 (Rupees Five Hundred and Twenty-Five Crores only). The NCDs were rated AA+ by CARE Ratings Limited. The NCDs were listed on the Wholesale Debt Segment of the National Stock Exchange of India Limited.

The NCDs have been redeemed on their maturity date i.e., April 19, 2023. The proceeds from the issue of debentures have been utilised as per the obRs.ects stated in the offer document and there have been no deviations or variations in the use of proceeds of the NCD issuance from the obRs.ects stated in the offer document.

Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations 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.

Acknowledgement

The directors thank the Companys employees, customers, vendors, investors and all other stakeholders for their continuous support.

The directors appreciate and value the contributions made by all our employees and their families for making the Company what it is.

On behalf of the Board of Directors

Renuka Ramnath

Chairperson DIN: 00147182

Dated: RS.une 1, 2023

Registered Office:

VSB, Mahatma Gandhi Road, Fort, Mumbai – 400 001