Tata Teleservices (Maharashtra) Ltd Directors Report.

Dear Members,

Your Directors present 26th Annual Report on the business and operations of Tata Teleservices (Maharashtra) Limited ("TTML"/ the "Company"), together with the audited financial statements for the financial_nancial year ended March 31, 2021 and other accompanying reports, notes and certificates.

Company Overview

The Company holds a Unified Licences ("UL") with Access Service Authorisation 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 connectivity and communication solutions for businesses. After the demerger, of Consumer Mobile Business ("CMB") of the Company to Bharti Airtel Limited ("Bharti") under a Scheme of Arrangement (the "Scheme"), from July 1, 2019, the Company has been focusing on providing various wireline voice, data and managed telecom services to Enterprise customers.

The Company may also explore opportunities to strategically restructure the residual business at an appropriate time. The Company provides its range of products and services to about 7.14 Lakhs subscribers as of March 31, 2021 and is having optical fibre transmission network about 17,000 kms in across Mumbai, rest of Maharashtra and Goa.

Financial Results

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 2020-2021 and previous financial year 2019-2020 have been prepared as per Ind AS reporting framework.

The financial highlights of the Company for the year ended March 31, 2021 are as follows:

(Rs. in crores)
Particulars 2020-2021 2019-2020
Total Revenue 1,055 1,088
Expenditure 555 656
Earnings before Interest, Depreciation, Tax and Amortisation (EBITDA) 500 432
Finance & Treasury charges including exchange impact (net) 1,548 1,521
Depreciation / Amortisation 169 195
Pro_t/(Loss) Before Exceptional Items and Tax (1,217) (1,284)
Exceptional Items (780) (2,430)
Pro_t/(Loss) After Tax (1,997) (3,714)

(Nos are not comparable as CMB business demerged w.e.f. 1st July 2019)

The Company reported total revenue at Rs.1,055 crores as compared to Rs.1,088 crores in the previous year, decline of about 3%.

The Company reported better EBITDA at Rs.500 crores as against Rs.432 crores in the previous year. EBITDA margin for the year was 47%.

The Companys loss before exceptional items was Rs.1,217 crores as compared to last years level of Rs.1,284 crores.

The Company has provided for exceptional items of Rs.780 crores, towards additional provision for Licence Fee / Spectrum Usage Charges (LF/SUC).

Dividend and Appropriations

In view of the accumulated losses and loss during the year, 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://corporate.tatateleservices.com/en-in/policies-code-conduct.

Companys Initiatives

With the COVID-19 pandemic imposing restrictions in the early part of last year, the Company undertook multiple initiatives across Employee Safety & Well Being, Customer Centricity, New Product Launches and Digital engagement with customers.

Ensuring safety and well- being of our employees

- Offices were made safe by implementing all prescribed protocols for sanitization and social distancing.

- An employee wellbeing program called SABAL was launched which enabled Online/Telephone counselling. The program was made available to employees and their family members.

- A "Doctor on Call" facility was made available for its employees and family members.

Customer Centricity Initiatives

The impact of COVID-19 on every aspect of life globally has been unprecedented. Today, we are looking at newer and transformed ways of living and doing business. Even as life around us continues to change, one thing that remains constant is our endeavor to provide our customers with uninterrupted services.

1. To help our customers adapt and grow in these changing times, we have strengthened our suite of solutions targeted at improving efficiency and productivity of a distributed workforce.

• We launched Smartfio, an advanced cloud communication suite which allows anytime, anywhere communication with a faster, smoother and more streamlined customer experience.

• We launched a comprehensive suite of security solutions to ensure security while working remotely. We also provided Hosted IVR solutions, Audio and Web conferencing solutions, and International Bridging Services which enabled seamless collaboration and continuity of business.

2. During the year gone by, we ensured that all our critical processes including service delivery and service assurance function seamlessly through a mix of remote operations, use of digital tools and field engagements, wherever required.

3. We have also augmented our Internet Gateway capacities in the initial days of the lockdown to ensure that customers do not encounter a crunch whenever additional bandwidth is needed.

We have received multiple appreciations from our customers about our service, network and how we have ensured continuity and quality during the COVID-19 lockdown. Our customers have rewarded our focus on customer centricity by continuing to grow business with us and by giving us high customer satisfaction scores.

Furthermore, for providing best-in-class customer service, we continue to invest in:

• Enhancing and Expanding our Network and Infrastructure.

• Improvement in Network Resiliency and Uptimes.

• Tools & Automation to simplify work processes.

• Self Service Proliferation.

Developing pioneering products & services to address the evolving needs of customers as they accelerate their digital transformation journey

The Company has strengthened its portfolio of enterprise grade solutions such as Cloud-based solutions, Collaboration solutions, IoT, Data Management and Cybersecurity solutions. These solutions appropriately address the needs arising out of a distributed and remote working environment and enable customers to maintain ‘business as usual mode while not compromising on efficiency and productivity. Some of our prominent product launches are as below:

- Smartfio: Smartfio is an anytime, anywhere, flexible suite of advanced cloud communication solutions for enterprises. It optimises connectivity, helps build operational resilience and enables businesses to deliver better customer experiences across channels. It has been innovatively designed to support todays hybrid work culture. It allows uninterrupted connectivity between all stakeholders, internally within employees and externally with customers and vendors across platforms and touch points.

Smartfio enables businesses to strengthen engagement with customers through seamless communication, anytime and anywhere. It allows business minds to go farther from their cubicles, to work better from anywhere they choose to.

- Comprehensive Cyber Security Portfolio:

With the proliferation of digital ecosystems and as the industry moves towards a digital ‘new normal, cyber security incidents are becoming more pervasive and require substantial amount of costs and e_orts for enterprises to keep up with latest cybersecurity threats. We launched a comprehensive security portfolio comprising of Email Security, Endpoint Security, Web

Security, Virtual Firewall and Multifactor Authentication to address the emerging need of security solutions. Enterprises especially in the Small & Medium segment can now reap benefits of a truly enterprise grade, SaaS based cyber security and protection.

- Smart Internet Lease Line:

It is a one-stop solution for a customer needing bandwidth, manageability and security when working from home.

- Ultra-Lola 3.0:

This is a technologically superior Point to Point offering with latency in microseconds, which enables Brokerage /Financial institutions to process market data in real time.

- Hub Connect: It is a unique high speed, cloud ready, secure, private and reliable point to multi-point connectivity enabling connectivity to prominent cloud services providers.

- Collaboration Solutions: In order to address the continuous shift in modern workplace, where employees expect more openness, collaboration and _exibility in how they stay connected, the Company launched a host of plug and play collaboration solutions which allows enterprises to improve their productivity and enables them to grow faster:

Web Conferencing Solutions: Web Conferencing allows businesses with distributed workforce to conduct/ participate in reviews, collaborate effectively and exchange information in a secure data environment.

H osted Interactive Voice Response (‘HIVR): It is a based voice application that allows businesses to e_ciently connect with its customers. It offers best in class call connectivity, multiple level IVR facility and wide range of numbers to choose from. Enterprises can quickly set up a distributed call center with our HIVR and let agents work from remote locations. I nternational Bridging Services (‘IBS): This solution provides bridging facility to organizations so that they can connect to any international location or conference bridge. Our IBS gives enterprises the flexibility of getting their employees connected to international destinations without having ISD facility on their phones. It provides a centralized bridge facility for all conferencing needs in a cost effective and flexible manner.

Digital Engagement Initiatives: In order to continue and deepen its engagement with customer digitally the Company scaled up its digital properties like "Digital Do Big Forum" and "Digital Do Big Conclaves". In order to get industry leading views, the Company launched "Do Big CXO Roundtable" where it reached out to Industry leaders to understand their perspective on business and their digital transformation. The Companys "Do Big Forum" & "Do Big Conclave" formats have received immense appreciation from customers.

Awards & Recognition

During the FY 2020-21, the Company won the "Best Enterprise Service Provider Brand 2020" at Digital Terminal Awards 2020.

Some of the other recognitions the Company has received in the past include:

• Digital Marketing award for "Marketing to Unique Audience" in B2B sector at the e4M Indian Marketing Awards

• CII Customer Obsession Award for customer engagement

• TelecomLead Innovation Leader Award for SmartO_ceTM

• I nternational Echo Awards for Meet4Solutions (Digital Platform)

• Global Marketing Excellence Award for Excellence in Content Marketing.

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 18, 2018, TTSL has become entitled to additional voting rights of 26.26% in respect of the Redeemable Preference Shares (RPS) of Rs.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 and Associate Company

The Company does not have any subsidiary or associate 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 2020-2021.

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, 2021, 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 a_airs of the Company at the end of the financial year ended March 31, 2021 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, 2021, the Board of Directors comprised of 6 (Six) Non-Executive Directors. The Non-Executive Directors include 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 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). Further, all the Directors and senior management personnel have a_rmed compliance with the Code of Conduct for the financial year 2020-2021 and the declaration in this respect appears elsewhere in the Annual Report.

Directors Retiring by Rotation

In accordance with the relevant provisions of the Act and in terms of the Articles of Association of the Company, Mr. Thambiah Elango retires by rotation at the ensuing AGM and being eligible offers himself for reappointment. The Nomination and Remuneration Committee and Board recommends his re-appointment. The relevant details of Mr. Thambiah Elango forms part of the Notice convening 26th AGM.

Independent Directors

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

Meetings of the Board of Directors

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

Committees of the Board

Audit Committee:

The details pertaining to the composition of the Audit Committee, its terms of reference, meetings, etc. are included in the Corporate Governance Report, which is a part of this Report.

Corporate Social Responsibility Committee:

The details pertaining to the composition of the Corporate Social Responsibility Committee, its terms of reference, meetings, etc. are included in the Corporate Governance Report, which is a part of this Report. As per the recent amendment to the Act, the Company is no more required to have separate CSR Committee.

During the year under review, the Board re-constituted some of the Committees in accordance with the Act and the Listing Regulations. Details of all the Committees along with their terms of reference, composition and meetings of each Committee held during the year under review, are provided in the Corporate Governance Report forming 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 _ve based on the following criteria:

a) Criteria for Board Performance Evaluation: Degree of ful_llment 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: Degree of fulfillment 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: 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, Chairman of the Nomination and Remuneration Committee ("NRC"), was nominated for conducting one-on-one discussions with Directors to seek their feedback on the Board and other Directors.

The NRC also reviewed the performance of the individual Directors. In a seperate meeting of Independent Directors, performance of Non-Independent Directors and performance of the Board as a whole was evaluated, taking into account the views of the Non-Executive Directors.

The Board and the NRC 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 NRC, 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.

Safety

The Company has a well-defined and practiced Employee Safety and Well-being Policy. The Companys Safety Policy comprises guidelines and standardised practices, based on robust processes. It advocates proactively improving its management systems, to minimise health and safety hazards, thereby ensuring compliance in all operational activities.

To minimise and mitigate risks related to Fire Safety and Physical Security, the Company has taken up various safety initiatives that includes: F irst Aid and Fire Safety trainings for all on-roll employees. E mergency Mock fire drills (day/night).

Dissemination of Safety Guidelines, through Safety Awareness mailers and Videos/Safety SMSs (covering Dos & Donts).

Cu OVID SoP has been formalised and deployed across TTL locations.

De to the on-going pandemic, COVID Web Based Training has been imparted to all on-roll employees.

Policies and Procedures

Policy on Directors Appointment and Remuneration and other Details

The Policy of the Company on Directors appointment including criteria for determining quali_cations, positive attributes, independence of a Director and the Policy on remuneration of Directors, Key Managerial Personnel and other employees are annexed as Annexure – IA and Annexure - IB to 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 the Companys Code of Conduct or ethics policy, details of which are provided in the Corporate Governance Report, which forms part of this Report. The Policy provides for adequate safeguards against victimisation of Directors/employees who avail of the mechanism and also 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://corporate.tatateleservices.com/en-in/policies-code-conduct

Corporate Social Responsibility

The Company has constituted a Corporate Social Responsibility ("CSR") Committee in accordance with Section 135 of the Act. The composition of CSR Committee, the details of CSR Policy and initiatives taken by the Company on CSR activities during the year under reivew have been provided in the Annexure–II to this Report. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, alsowhich is a part of this Report. The CSR policy of the Company is available at https://corporate.tatateleservices.com/en-in/policies-code-conduct

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://corporate. tatateleservices.com/en-in/policies-code-conduct. During the year under review,all transaction sentered in to with related parties were approved by the Audit Committee.

Further, the Company has taken a prior approval of the Members for all material transactions/proposed transactions entered/to be entered into between the Company and TTSL, a related party, relating to rendering or availing of services, sharing of infrastructure, purchase/sale of Assets and Inventory and sharing of costs for an aggregate value of Rs.200 crores (Rupees Two Hundred crores Only) per annum for the financial years 2021-2022, 2022-2023 and 2023-2024. With effect from March 18, 2021, Tata Communications Limited and its subsidiaries have become Related Parties of the Company. The notice of the ensuing Annual General Meeting includes a resolution seeking approval of the Members for transactions proposed during the current year and two more years. The details of transactions with related party as per Form AOC-2 are provided in Annexure – III to this Report.

Particulars of Loans, Guarantees or Investments

The Company falls within the scope of the definition "infrastructure company" as provided by the Act. Accordingly, the Company is exempt 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.

The Company availed Inter Corporate Deposits ("ICD") from TTSL amounting to Rs.409 crores (Rupees Four Hundred and Nine crores Only) during the year under review.

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 o_ces 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.

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

Particulars of Employees

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

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. Pursuant to Section 136(1) of the Act, this Report is being sent to the Members of the Company excluding the aforesaid information. However, copy of this statement may be obtained by the Members by writing to the Assistant 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:

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

a. Electricity and Diesel Generators are used for the powering of the Companys telephone exchanges and other network infrastructure 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 are:

N etwork Optimisation – 109 Tx locations off post Network optimisation.

3 C ore locations Space and Power optimisation

T otal space surrendered – Total 0.31 L Sq. ft

b. The initiative on energy conservation has resulted into reduction of 0.21 Million units of energy consumption, carbon foot-print reduction of 2,668 TCO2 for the financial year 2020-2021.

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

The Company has not utilised any alternate sources of energy.

(iii) Capital Investment on Energy Conservation Equipments:

Nil.

(B) Technology Absorption:

The Company has not imported any new technology.

(C) F oreign Exchange Earnings and Outgo:

(Rs. in crores)
Particulars 2020-2021 2019-2020
Earnings 0.00 0.12
Outgo 0.30 1.68
Capital Goods 47.92 68.39

Signi_cant and Material Orders Passed by the Regulators or Courts or Tribunals Impacting the Going Concern Status and the Companys Operation in future

• T he Honble Supreme Court (‘SC) pronounced its Judgement on October 24, 2019 (‘Judgement), dismissing the appeals of operators and allowing Department of Telecommunications (DoT) appeal in respect of the definition of Gross Revenue (‘GR) and Adjusted Gross Revenue (‘AGR) as defined in the Unified Access Service License Agreement.

• As on March 31, 2020, TTML had provided Rs.2,423.37 crores towards LF, SUC, interest, penalty and interest on penalty as applicable arising out of the above SC judgement read with subsequent orders in this matter.

• Subsequently, on July 20, 2020 SC passed an order agreeing with the statement relating to recoverable amount, filed by DoT as part of modi_cation application and further ordered that there cannot be any re-assessment or recalculation of this amount.

• On September 1, 2020 SC directed the Operators to pay 10% of the total dues as demanded by DoT, by March 31, 2021 and the balance in installments commencing April 1, 2021 upto March 31, 2031 payable by March 31, of every year. As directed by the SC, TTML has furnished on September 28, 2020 an undertaking to DoT to make the payment of arrears as per the SC order. TTML has made payment of Rs.639.39 crores and will ensure ongoing compliance with the SC orders.

• Consequently, without prejudice and on prudence, during the half year ended September 30, 2020 TTML has recorded an incremental provision of Rs.827.28 crores to give effect to the di_erential amount between the amounts of AGR dues stated as final in the SC order as well as amounts for subsequent period, if any and the provision upto March 31, 2020. During the quarter ended March 31, 2021, TTML has continued to recognise interest on AGR obligations. The amount has been recorded in compliance with the accounting standards, strictly without prejudice to TTMLs legal rights, claims, remedies and contentions available under law.

• TTML along with TTSL on January 10, 2021 filed a joint application for direction/clari_cation of order dated September 1, 2020 wherein TTML & TTSL, inter- alia, have requested SC to allow TTML & TTSL to seek recti_cation of computational errors and erroneous disallowances in the amounts claimed by DoT. The said application is yet to be listed for hearing.

• On March 27, 2021, TTML along with TTSL have filed Compliance A_davit before SC.

• On April 6, 2021, TTML and TTSL have also filed before SC the respective Undertakings which were submitted to DoT in terms of SC order dated September 1, 2020.

• DoT has filed its Afidavit in compliance of the Order dated September 1, 2020 on April 7, 2021.

Further details of the provisions made are given in the Notes to accounts. While there are other critical litigations including litigations relating to various demands made by DoT, except the AGR issue, there are no material orders passed, as of date, by the Regulators / Courts or the Company has interim protection from courts against enforcement of such demands or notices, which would impact the going concern status of the Company and its future operations. However, there is always a chance that any order passed in critical litigations in future may have an impact on the going concern or future operations of the Company.

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, 2021 is available on the Companys website on https://corporate.tatateleservices.com/en-in/ttml-annual-return.

Credit Rating

The list of all credit ratings obtained by the Company along with any revisions thereto during the year under review, for all debt instruments are given hereunder:

Bank Facilities
Rating Agency Long Term Rating Short Term Rating Commercial Papers
CRISIL AA- (Stable) A1+ A1+
CARE A+ (Stable) A1+ A1+

Transfer to Investor Education and Protection Fund ("IEPF")

Pursuant to Sections 124 and 125 of the Act read with the IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘IEPF Rules), all unclaimed/ unpaid dividend, application money, debenture interest and interest on deposits as well as principal amount of debentures and deposits, sale proceeds of fractional shares, redemption amount of preference shares, etc. pertaining to the Company remaining unpaid or unclaimed for a period of seven years from the date they became due for payment, have to be transferred to the IEPF Authority, established by the Central Government.

There was no amount to be transferred to the IEPF during the year. However, total unclaimed amount of Rs.2,98,071.24 is available with the Company arising out of sale proceeds of fractional bonus shares. The Company had issued these bonus shares on August 10, 2013. The shares towards fractional entitlement were sold by the Company and the warrants towards fractional entitlement were issued on June 24, 2014. The unpaid / unclaimed amount as above will be transferred to IEPF during FY 2021-22 after June 24, 2021.

The list of shareholders whose amount remained unclaimed as of March 31, 2021 is available on the website of the Company at https://corporate.tatateleservices.com/en-in/iepf The Members who have a claim on sale proceeds of fractional bonus shares may claim the same from the Company on or before June 15, 2021 by writing to investor.relations@tatatel.co.in. After this date, the Company will not be able to process any requests and the Member shall be required to submit his claim with IEPF Authority by submitting an online application in the prescribed web-Form IEPF-5 available on the website www.iepf.gov.in and sending a physical copy of the same duly signed to the Company along with requisite documents enumerated in the web-Form IEPF-5. No claims shall lie against the Company in respect of the amounts so transferred.

Auditors

Statutory Auditors

Pursuant to the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, Price Waterhouse Chartered Accountants LLP, having Firm Registration No. 012754N/N500016 were appointed as Statutory Auditors of the Company for a term of _ve years from the conclusion of 22nd AGM of the Company until the conclusion of 27th AGM to be held in the year 2022.

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 _le 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 2021-2022. A resolution seeking approval of the Members for ratifying the remuneration payable to the Cost Auditors for the financial year 2021-2022 is provided in the Notice of the ensuing AGM.

Internal Auditors

The Board had appointed Ernst & Young LLP and ANB Solutions Pvt. Ltd. as Internal Auditors for conducting internal audit of the Company for the Financial Year 2020-2021.

Secretarial Auditors, Secretarial Audit Report and Response to Observation in 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 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, 2021. The Secretarial Audit Report in Form MR-3 is annexed as Annexure – V to this Report. The Secretarial Auditors in their Report have made the following observation:-

As informed by the Management of the Company, due to COVID-19 pandemic, the meetings of the Audit Committee and Board were held through video conference. Due to logistics of digital signatures and technical issues, there was a delay in signatures and uploading process which led to delay in uploading the results to Stock Exchange(s) beyond 30 minutes with respect to the disclosure of events (results) post meeting of the Board of Directors held on June 02, 2020, August 12, 2020 and on November 05, 2020 as required under Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Management also informed that on a query from the National Stock Exchange of India Limited with respect to the intimations of June 02, 2020 and November 05, 2020, a response citing technical issues was submitted to the Exchange on both occasions. There was no further query from the stock exchanges.

Directors Response

Due to the current pandemic situation of COVID-19, the Audit Committee and the Board Meeting of the Company were held through audio-visual means on June 2, 2020; August 12, 2020 and November 5, 2020 for adoption of Audited/Unaudited Financial Results. Post the meeting, due to technical issues there was a delay in the digital signatures by director and auditors sitting at di_erent places and thereafter in the uploading process. On a query from the National Stock Exchange of India Limited (NSE) with respect to the intimations of June 2, 2020 and November 5, 2020, this reason for delay was submitted by the Company to the NSE. No further communication was received from the Stock Exchanges.

Auditors Observations and Directors Comments

The Auditors Report for the financial year ended March 31, 2021 does not contain any quali_cation, reservation, adverse remark or disclaimer.

Managements Discussion and Analysis Report

A detailed report on Managements 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 presented in a separate section, forming part of this Report. A certificate from Price Waterhouse Chartered Accountants LLP, with regard to 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 Report

As per Regulation 34 of the Listing Regulations, a Business Responsibility 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.

The Directors mourn the loss of lives due to COVID-19 pandemic and are deeply grateful and have immense respect for every person who risked their lives and safety to fight this pandemic.

For and on behalf of the Board of Directors
Ankur Verma N. Srinath
Place: Mumbai Director Director
Date: June 1, 2021 DIN: 07972892 DIN: 00058133