Tata Communications Ltd Directors Report.

To the Members,

The Directors present the 34th Annual Report of Tata Communications Limited (the ‘Company) along with the audited financial statements for the financial year ended March 31, 2020. 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
Particulars 2019-20 2018-19 2019-20 2018-19
Income from operations 5,750.33 5,389.13 17,067.99 16,524.95
Other income 180.27 92.23 69.68 60.26
Total revenue 5,930.60 5,481.36 17,137.67 16,585.21
Expenses
Network and transmission expenses 1,842.35 2,183.66 6,777.56 7,162.04
Employee benefits expenses 998.83 921.25 3,039.14 2,959.66
Operating Expenditure 1,337.09 1,058.25 3,962.34 3,658.40
Depreciation and amortisation expenses 977.44 890.88 2,357.72 2,067.60
Total expenses 5,155.71 5,054.04 16,136.76 15,847.70
Profit from ordinary activities before finance cost, exceptional items and tax 774.89 427.32 1,000.91 737.51
Finance Cost 55.19 36.12 470.74 396.55
Profit from ordinary activities before exceptional items and tax 719.70 391.20 530.17 340.96
Exceptional items (346.15) (666.97) (390.51) 2.24
Profit before tax (PBT) 373.55 (275.77) 139.66 343.20
Tax expense/(benefit)
Current tax 238.48 223.83 334.18 332.67
Deferred tax (73.71) (57.28) (107.51) (59.35)
Profit / (Loss) before share in profit/(loss) of associates 208.78 (442.32) (87.01) 69.88
Share in profit/(loss) of associates 2.18 (150.31)
Profit/(Loss) for the period (84.83) (80.43)
Attributable to:
Shareholders of the Company (85.96) (82.37)
Non-Controlling Interest 1.13 1.94

Covid-19

The outbreak of Novel Coronavirus (COVID-19) pandemic globally and in India is causing significant disturbance and slowdown of economic activity. Tata Communications has been closely monitoring the COVID-19 situation, with the safety of our employees and business continuity for our customers and partners our top priority. We regularly communicate best practice advisories, and have put in place precautionary measures to protect our employees and ensure business continuity for us and our customers including:

• The implementation of work from home for all employees globally, with the exception of some essential roles that need to be conducted from an office or on location for critical network maintenance. In these cases, all necessary arrangements have been made to ensure their safety and protection.

• The cancellation of all business trips, meetings and events, which will be carried out virtually instead.

Employees have taken this in their stride, since collaboration with remote colleagues was already the norm in our business – our teams are quite comfortable leveraging chat, voice, video and collaboration tools to get their jobs done.

The situation continues to evolve at pace and as governments around the world implement measures to contain this public health crisis, we continue to work through our preparedness on the variety of scenarios as part of our business continuity plans. We will continue to monitor the situation closely, taking into account local government mandates and decisions, and have planned for a range of outcomes as the situation continues to evolve.

As part of our business continuity planning and preparation, Tata Communications has deployed a taskforce – overseen by our Global Management Committee that is led by our CEO – to continuously assess the Covid-19 situation. We have a clear command and control matrix, covering all functions, with needed backup and resiliency. This Global Emergency Response team is also in continuous interaction with national governments and health authorities to ensure best practice in health and safety while maintaining business continuity.

As far as impact of the COVID-19 situation on the financial statements is concerned, the Company has considered internal and external information while finalising various estimates in relation to its financial statements up to the date of approval of the financial statements by the Board of Directors and has not identified any material impact on the carrying value of assets, liabilities or provisions. However, the impact assessment of Covid-19 is a continuing process given the uncertainties associated with its nature and duration. The Company is monitoring the situation closely, and shall take actions as appropriate, based on any material changes in the future economic conditions.

Dividend

The Board recommends a final dividend of Rs 4.00 per fully paid Equity Share on 285,000,000 Equity Shares of face value Rs 10/- each, for the financial year ended March 31, 2020.

The Board has recommended dividend based on the parameters laid down in the Dividend Distribution Policy.

The dividend on Equity Shares is subject to the approval of the Shareholders at the Annual General Meeting (‘AGM) scheduled to be held on Friday, August 28, 2020.

The dividend, once approved by the Shareholders, will be paid, subject to deduction of tax at source, on or before Friday, September 4, 2020. If approved, the dividend would result in a cash outflow of Rs 114 crore. The dividend on Equity Shares is 40% of the paid-up value of each share. The total dividend pay-out works out to 54.60% of the net profit for the standalone results.

The Register of Members and Share Transfer Books of the Company will remain closed from Saturday, August 22, 2020 to Friday, August 28, 2020 (both days inclusive) for the purpose of payment of the dividend for the Financial Year ended March 31, 2020 and the AGM.

Transfer to reserves

The Board of Directors has decided to retain the entire amount of profit for Financial Year 2019-20 in the statement of profit and loss.

Companys Performance

On a standalone basis, the revenue for FY 2019-20 was Rs 5,750.33 crore, higher by 6.70 percent over the previous years revenue of Rs 5,389.13 crore. The profit after tax (PAT) attributable to shareholders for FY 2019-20 was Rs 208.78 crore registering a growth of 147.20 percent over the Loss (after tax) of Rs 442.32 crore for FY 2018-19.

On a consolidated basis, the revenue for FY 2019-20 was Rs 17,067.99 crore, higher by 3.29 percent over the previous years revenue of Rs 16,524.95 crore. The PAT attributable to shareholders and non-controlling interests for FY 2019-20 and FY 2018-19 was negative Rs 84.83 crore and negative Rs 80.43 crore respectively.

Subsidiary companies

As on March 31, 2020, the Company had 56 subsidiaries and three associate companies. There has been no material change in the nature of business of the subsidiaries.

On October 22, 2019, Tata Communications Services (Bermuda) Limited was redomiciled to Singapore under the name Tata Communications SVCS Pte. Ltd.

TC IOT Managed Solutions Limited which was incorporated as a wholly owned subsidiary of the Company on June 6, 2019 has made an application for voluntary strike off with Registrar of Companies on November 29, 2019.

On December 23, 2019, TCTS Senegal Limited was incorporated as a wholly owned subsidiary of Tata Communications Transformation Services Pte. Ltd.

STT Tai Seng Pte. Ltd. ceased to be an associate company with effect from June 13, 2019.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (‘Act), a statement containing the salient features of financial statements of the Companys subsidiaries 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 financial statements of the Company, consolidated financial statements 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.

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 nancial controls over nancial 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 Financial Year 2019-20.

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirms that:

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

ii. It has 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 and of the profit and loss of the Company for that period;

iii. It has 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. It has prepared the annual accounts on a going concern basis;

v. It has laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. It has 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

Mr. Amur S. Lakshminarayanan was appointed as the Managing Director and Chief Executive Officer of the Company with effect from November 26, 2019. A resolution seeking shareholders approval for his appointment forms part of the Notice.

Dr. Maruthi Prasad Tangirala retires by rotation and being eligible, offers himself for re-appointment. A resolution seeking shareholders approval for his re-appointment forms part of the Notice.

Ms. Renuka Ramnath was appointed as an independent director at the 29th Annual General Meeting (‘AGM) held on Tuesday, September 29, 2015 for a period of five years. Based on the recommendation of the Nomination and Remuneration Committee, her re-appointment for a second term of five years is proposed at the ensuing AGM for the approval of the shareholders by way of a special resolution.

During the year under review, Mr. Vinod Kumar tendered his resignation as the Managing Director & CEO of the Company with effect from the close of business hours on July 5, 2019. The Board places on record its appreciation for his invaluable contribution and guidance.

Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations). There has been no change in the circumstances affecting their status as independent directors of the Company. The Independent Directors have also affirmed that they have completed requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act, read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

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.

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

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2020 are: Mr. Amur S. Lakshminarayanan - Managing Director & Chief Executive Officer; Ms. Pratibha K. Advani – Chief Financial Officer and Mr. Manish Sansi – Company Secretary.

Number of Meetings of the Board

Nine Board meetings were held during the FY 2019-20. 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, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

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

In a separate meeting of independent directors, performance of non-independent directors, the Board as a whole was evaluated, taking into account the views of executive directors and non-executive 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 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 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 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.

Auditors

At the 31st AGM held on June 27, 2017 the Members approved 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 period of five years from the conclusion of that AGM till the conclusion of the 36th AGM, subject to ratification of their appointment by Members at every AGM. Although the requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 7, 2018, a resolution proposing ratification of appointment of statutory auditors at the ensuing AGM has been included in the Notice for this AGM.

Statutory Auditors Report

The statutory auditors report does not contain any qualifications, reservations, or adverse remarks or disclaimers.

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 has 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, 2020 is attached to this report. The Secretarial Audit Report contains the following observation:

"During the year under review, the Company has complied with the provisions of the Act, Rules Regulations, Guidelines, Standards, etc. mentioned above subject to the following observations:

The Company has complied with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013 except that the total strength of the Board was five from 5th July 2019 to 26th November, 2019."

Boards Comment:

Subsequent to the resignation of Mr. Vinod Kumar – Managing Director and CEO w.e.f. July 5, 2019, the strength of the Board of Directors of the Company was 5, which fell below the prescribed requirement of 6 directors for top 1000 listed entities. The Nomination and Remuneration Committee ("NRC") and the Board of Directors of the Company immediately initiated the process of identifying a suitable success or to be appointed as the MD & CEO of the Company. After due process, at their respective meetings held on July 30, 2019, the NRC and the Board identified Mr. Amur S. Lakshminarayanan to take up the position of the MD & CEO of the Company. However, in terms of the permissions granted by the Ministry of Information & Broadcasting (‘MIB) to setup Teleports at certain places, it was mandatory for the Company to adhere to the Policy Guidelines for Uplinking of Television Channels from India dated December 5, 2011. The said Policy Guidelines make it obligatory on the part of the Company to take prior permission from the MIB before effecting any change in the Chief Executive Officer / Board of Directors of the Company. Accordingly, immediately after the NRC and the Board of Directors identified Mr. Amur S. Lakshminarayanan to be appointed as the MD & CEO of the Company, an application was made to the MIB on August 2, 2019 for the above mentioned necessary regulatory approval.

The Company received approval of the MIB on November 22, 2019, upon receipt of which the Board of Directors, promptly, appointed Mr. Amur S. Lakshminarayanan as the Managing Director and Chief Executive Officer of the Company with effect from November 26, 2019.

For the period between July 5, 2019 and November 26, 2019 the Company had 5 Directors, which was below the prescribed requirement of 6 directors for top 1000 listed entities. Thereafter, the composition of the Board of Directors was in compliance with the prescribed requirements under Regulation 17(1) of the SEBI Listing Regulations.

Risk management

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Risk Management Committee is responsible 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 major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The development and implementation of our risk management 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 the definition of ‘infrastructure company as provided by the Companies Act, 2013. 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 and the same can be accessed on the Companys website at www. tatacommunications.com/investors/governance.

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, the management, the subsidiaries or the relatives 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, along with the justification for entering into such a contract or arrangement in Form AOC-2, does not form part of the Boards Report.

Corporate Social Responsibility

The 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 this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR 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.

Extract of Annual Return

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the extract of the annual return for FY 2019-20 is given in Annexure II in the prescribed Form MGT-9, which is a part of this report.

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 nancial year 2019-20:

( Rs in crores)

Non-Executive Directors Ratio to median remuneration* % increase in remuneration in the financial year
Non-Executive Directors
Ms. Renuka Ramnath 6.86 43.35
Mr. N. Srinath1 2.64 38.18
Dr. Uday B. Desai 5.04 59.20
Dr. Rajesh Sharma2 NA NA
Dr. Maruthi Prasad Tangirala2 NA NA
Executive Directors
Mr. Vinod Kumar3 (up to July 5, 2019) NA NA
Mr. Amur S. Lakshminarayanan3 (w.e.f. November 26, 2019) NA NA
Chief Financial Officer
Ms. Pratibha K. Advani - 31.05
Company Secretary
Mr. Manish Sansi - 15.36

* While calculating the ratio for non-executive directors, both commission and sitting fees paid have been considered.

1. In line with the internal guidelines of the Company, no payment is made towards commission to the Non-Executive Directors of the Company, who are in full time employment with any other Tata company.

2 The Government directors have informed the Company that they shall not accept any sitting fees and commission as their directorships are considered to be part of their official duty.

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

b. The percentage increase in the median remuneration of employees in the financial year: 0.95%

c. The number of permanent employees on the rolls of Company: 5,654 employees as on March 31, 2020

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 justification 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 7.16% 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 9%.

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.

f. 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 this report. Further, the 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 at the Registered Office of the Company. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

Disclosure Requirements

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

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

As per Regulation 43A of the SEBI Listing Regulations, the Dividend Distribution Policy is disclosed in the Corporate Governance Report and is uploaded on the Companys website at www.tatacommunications.com/ investors/governance.

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 public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo [Pursuant to Companies (Accounts) Rules, 2014]

The Company being in the telecommunications business, there is no material information on technology absorption to be furnished. The Company continues to adopt and use the latest technologies to improve the efficiency and effectiveness of its business operations.

Foreign exchange earnings and outgoings

For the purpose of Form ‘C under the Companies (Accounts) Rules 2014, foreign exchange earnings were equivalent to Rs 554.33 crores and foreign exchange outgo was equivalent to Rs 701.71 crores.

Human resources

Tata Communications offers a dynamic work environment where its employees benefit from working with other innovators from around the globe – driving meaningful change together, both for its customers and Tata Communications. We have a multicultural workforce representing more than 47 nationalities, of which women constitute 21.5%.

Tata Communications compensation and employee benefit practices are designed to be competitive in the respective geographies where we operate. Employee relations continue to be harmonious at all our locations. FY 2019-20 ended with impressive learning statistics; 87,470 person-days of learning, a 5% increase on total person-days recorded in FY 2018-19. Through these trainings, over 5,000 employees completed certifications in various skills.

You can read more about our employee engagement and development programmes in the ‘Human Capital section of the MDA.

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 2019-20, the Company received two sexual harassment complaints. As on March 31, 2020, one complaint was disposed of with appropriate action and investigation was under progress for the second complaint.

Surplus land

As previously reported, the Company acquired its assets, including numerous parcels of land, in 1986 from the Government of India (‘GoI) as the successor to the Overseas Communications Service. At the time of disinvestment to Panatone Finvest Limited (‘Panatone) in 2002, a total of 773.13 acres of land was identified as surplus under the terms of the Shareholders Agreement and it was agreed that this surplus land would be demerged into a separate entity.

To accomplish the surplus lands demerger, Panatone incorporated Hemisphere Properties India Limited (‘HPIL) in 2005-06 to hold the surplus land as and when it was demerged. In March 2014, the GoI acquired ~51.12% of the shares in HPIL making it a Government owned company.

On March 5, 2018, the Company filed the scheme of arrangement and reconstruction for demerger of surplus land (‘Scheme) with the National Company Law Tribunal, Mumbai Bench (‘NCLT). HPIL, being a Government Company, had filed the Scheme for approval with the Ministry of Corporate Affairs (‘MCA) vide its application dated March 28, 2018.

The Scheme was approved by the NCLT on July 12, 2018 and by the MCA on August 5, 2019.

The effective date of demerger is August 7, 2019. The Record Date for determining the shareholders of the Company to whom the equity shares of HPIL were to be allotted pursuant to the Scheme was determined as September 18, 2019. The Board of Directors of HPIL, at its meeting held on February 18, 2020, approved the allotment of HPILs shares to the shareholders of the Company on the Record Date in the ratio of 1 share of HPIL for every share of the Company. The listing procedure for shares allotted by HPIL is on-going.

STATUTORY INFORMATION AND DISCLOSURES

Material Events After Balance-Sheet Date

On April 20, 2020, the Company, by way of private placement, has issued and allotted 5,250 (Five Thousand Two Hundred and Fifty only) Rated, Secured, Listed, Redeemable, Non-Convertible Debentures (‘NCDs) at a nominal value of Rs 1,000,000 (Indian Rupees Ten Lakhs only) each, aggregating up to Rs 5,250,000,000 (Indian Rupees Five Hundred and Twenty Five crores only). The NCDs were rated AA+ by CARE Ratings Limited. The NCDs are listed on the Wholesale Debt Segment of the National Stock Exchange of India Limited.

Other than the aforesaid, there are no 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.

Unsecured Non-Convertible Debentures issued in 2009 - Redeemed

During FY 2019-20, the Company redeemed the last tranche of the outstanding Unsecured Non-Convertible Debentures issued in 2009 worth Rs 150 crores.

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 Companys operations in future.

Acknowledgment

The Directors thank the Companys employees, customers, vendors, investors and partners for their continuous support.

The Directors also thank the Government of India, Governments of various states in India, Governments of various countries and concerned Government departments and agencies for their co-operation.

The directors are also grateful to Tata Communications other stakeholders and partners including our shareholders, promoters, bankers and others for their continued support.

The directors appreciate and value the contributions made by every member of the Tata Communications family.

On behalf of the Board of Directors,

Renuka Ramnath

Chairperson DIN: 00147182

Mumbai, June 13, 2020

Registered Office:

VSB, Mahatma Gandhi Road, Fort, Mumbai – 400 001 CIN: L64200MH1986PLC039266

Email address: investor.relations@tatacommunications.com Website: www.tatacommunications.com