Tata Communications Ltd

Dear Members,

The Directors present the 39^th Integrated Annual Report (‘Report') of Tata Communications Limited (the ‘Company') along with audited financial statements for the financial year ended March 31, 2025. The Company, along with its subsidiaries wherever required, is referred to as ‘we', ‘us', ‘our', or ‘Tata Communications'. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

The table below sets forth the key financial parameters of the Company's performance during the year under review:

(Rs in crores)

FY 2024-25 was a year of steady and sustained growth for Tata Communications, against the backdrop of ongoing global macroeconomic challenges. The Company continued to build momentum in the digital portfolio, which recorded a 29.5% year- on-year growth and now constitutes nearly half of the overall revenues. This performance emphasises the growing relevance of our digital fabric strategy encompassing Network, Cloud, loT, and Interaction fabrics. The order book and deal pipeline remain healthy, supported by large, multi-fabric wins across diverse geographies and industry verticals.

During the year, the Company took several strategic initiatives, including the monetisation of a large land parcel at Ambattur, Chennai and divestment of non-core subsidiaries such as Tata Communications Payment Solutions Limited. We have sharpened capital allocation and positioned the Company to prioritise investment in core business areas.

As we enter FY 2025-26, Tata Communications is well- positioned with a sharpened strategic focus, continued digital growth, and a roadmap for delivering sustainable, long-term value.

On a standalone basis, the revenue from operations for FY 2024-25 was 77,277.86 crore, lower by 8.93% over the previous year's revenue of 77,991.68 crore. The profit after tax (‘PAT') attributable to shareholders for FY 2024-25 was 71,050.87 crore as compared to PAT of 7638.63 crore for the previous year. These changes reflect the impact of the hive- off of the Company's new-edged digital services business to Novamesh Limited, a wholly-owned subsidiary of the Company at the start of the financial year. The increase in PAT is additionally attributable to the exceptional income from land monetisation during the year.

On a consolidated basis, the revenue from operations for FY 2024-25 was 723,108.59 crore, higher by 11.18% over the previous year's revenue of 720,784.68 crore. The PAT attributable to shareholders and non-controlling interests for FY 2024-25 was 71,836.78 crore as compared to 7969.58 crore for the previous year. The growth in consolidated revenue is driven by additional revenue and synergies from the entities acquired during the previous financial year, gain on land monetisation and strategic divestment of Tata Communications Payment Solutions Limited by the Company during the year.

The Board recommendsa dividend of 725/- per fully paid equity share on 285,000,000 equity shares of face value 710/- each, for the financial year ended March 31, 2025. The Board has recommended dividend based on the parameters laid down in the Dividend Distribution Policy, which can be accessed at www.tatacommunications.com/resource/corporate- resources/policies/tcl-dividend-distribution-policv/.

The dividend on equity shares is subject to approval of the Members at the Annual General Meeting (‘AGM') scheduled to be held on Wednesday, July 9, 2025.

The dividend, once approved by the Members, will be paid, subject to deduction of tax at source, on or after Thursday, July 10, 2025. If approved, the dividend will result in a cash outflow of 7712.5 crore. The dividend on equity shares is 250% of the paid-up value of each share. The total dividend pay-out works out to 38.79% of the consolidated profit after tax attributable to shareholders and non-controlling interest for FY 2024-25.

The Company has fixed Thursday, June 19,2025 as the ‘Record Date' and will close the Register of Members from Friday, June 20, 2025 till Monday, June 23, 2025 (both days inclusive) for determining entitlement of Members to final dividend for the financial year ended March 31, 2025, if approved at the AGM.

As on March 31, 2025, the authorised share capital of the Company consisted of 400,000,000 equity shares of 710/-

each, and the paid-up equity share capital consisted of 285,000,000 equity shares of 710/- each. During FY 2024-25, the Company has not issued any shares, securities / instruments convertible into equity shares, sweat equity shares or shares with differential voting rights.

The Members, at the 37^th AGM, vide special resolution approved Tata Communications Limited - Employee Stock Unit Plan 2023' (‘Plan') to create, offer, issue, grant and allot from time to time, in one or more tranches, up to 30,00,000 (Thirty Lakh) employee stock units (‘RSUs') to eligible employees of the Company. The Plan has been formulated in accordance with the provisions of the Companies Act, 2013 (‘Act') and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (‘SBEB Regulations'). The Nomination and Remuneration Committee (‘NRC') administers the Plan and functions as the Compensation Committee for the purposes of SBEB Regulations.

The statutory disclosures as mandated under the SBEB Regulations and a certificate from the Secretarial Auditor confirming implementation of the above-mentioned Plan in accordance with SBEB Regulations and Members' approval, is hosted on the website of the Company at httos://www. tatacommunications.com/investors/results/.

Eligible employees shall be granted RSUs, as determined by the NRC, which will vest as per the approved vesting schedule and are exercisable into fully paid-up equity shares of 710/- each of the Company, on the terms and conditions as provided under the Plan, in accordance with the provisions of applicable laws and regulations for the time being in force. During the year under review, 7,06,281 (Seven Lakh Six Thousand Two Flundred and Eighty-One) RSUs were granted to eligible employees of the Company and its subsidiaries.

The Board of Directors has decided to retain the entire amount of profit for financial year 2024-25 in the statement of profit and loss.

As on March 31, 2025, the Company had 67 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 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 https://www. fatacommunications.com/investors/results/.

Pursuant to a Share Purchase Agreement (‘SPA') dated November 13, 2024, the Company sold its entire stake in its wholly-owned subsidiary Tata Communications Payment Solutions Limited (‘TCPSL') to Transaction Solutions International (India) Private Limited. Upon completion of all conditions precedent to the transactions stipulated under the SPA and receipt of a no-objection certificate from Reserve Bank of India, TCPSL ceased to be a wholly-owned subsidiary of the Company effective February 28, 2025.

During FY 2024-25, your Company has undertaken various internal restructuring activities for simplifying its existing layered group structure of subsidiaries, as follows:

1. The Company completed the transfer of its identified new-edged digital services business as a going concern to its wholly-owned subsidiary, Novamesh Limited, effective April 1, 2024.

2. Tata Communications MOVE B.V. and Tata Communications MOVE Nederland B.V., wholly- owned indirect subsidiaries of the Company ceased to exist effective June 1, 2024 on account of their merger with their immediate parent company i.e., Tata Communications (Netherlands) B.V., also a wholly- owned subsidiary of the Company.

3. The entire shareholding of Campaign Registry Inc., an indirect wholly-owned subsidiary incorporated in US was transferred from Buc Mobile Inc., to Tata Communications (Netherlands) B.V., both wholly- owned subsidiaries of the Company, with effect from August 1, 2024.

4. Subsequent to the fresh issuance of 10,41,088 ordinary shares to the Company followed by the cancellation of the entire existing share capital issued to Tata Communications International Pte. Limited (‘TCIPL'), an indirect wholly-owned subsidiary of the Company, Tata Communications (UK) Limited became a direct wholly-owned subsidiary of the Company effective September 27, 2024.

5. On December 20, 2024, Tata Communications Middle East Technology Services LLC (‘TC METS') acquired 99.5% shareholding of Solutions Infini FZ-LLC (‘SI UAE') through a capital infusion. Thereafter, SI UAE transferred its entire business to TC METS vide an Intra-Group Business Transfer Agreement effective January 1, 2025.

6. Kaleyra UK Limited, transferred its entire business to Tata Communications (UK) Limited through an Intra-Group Business Transfer Agreement effective February 1, 2025.

7. Through an Asset Transfer Agreement, the entire assets and assumed liabilities of Buc Mobile, Inc. were transferred to Kaleyra US Inc. with effect from February 1, 2025.

8. Pursuant to an Agreement dated January 30, 2025, the entire stake of Kaleyra Dominicana S.R.L. was transferred from Kaleyra US Inc. to Tata Communications (Netherlands) B.V. On completion of the transaction, Kaleyra Dominicana S.R.L. became a wholly-owned subsidiary of Tata Communications (Netherlands) B.V. from February 1, 2025.

9. Pursuant to the investment made by the Company in Tata Communications (Netherlands) B.V. (TC Netherlands') and subsequent buy back of its existing share capital, TC Netherlands has become a direct wholly-owned subsidiary of the Company effective April 4, 2025.

10. Tata Communications SVCS Pte. Ltd., through an Intra- Group Business Transfer Agreement dated March 31, 2025 transferred its entire business to another step- down subsidiary of the Company, viz., TC Networks Switzerland SA effective April 1, 2025.

11. Tata Communications (Hong Kong) Limited, a step down wholly owned subsidiary of the Company, incorporated TC (Shanghai) Network Services Company Limited in People's Republic of China as its wholly-owned subsidiary with effect from April 18, 2025.

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 Management and the relevant Board committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during financial year 2024-25.

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, 2025:

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 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. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 such 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.

• The Members of the Company at the AGM held on July 17, 2024, approved the re-appointment of Mr. A. S. Lakshminarayanan as the Managing Director and Chief Executive Officer of the Company for a second term commencing from November 26, 2024 till April 13, 2026 (both days inclusive).

• Ms. Sangeeta Anand was appointed as an Additional Director (Non-Executive, Independent) on the Board of the Company with effect from September 5, 2024. Vide a Special Resolution passed through postal ballot on October 27, 2024, the Members of the Company approved the appointment of Ms. Sangeeta Anand as a Non-Executive, Independent Director of the Company for a term of three consecutive years commencing from September 5, 2024 to September 4, 2027 (both days inclusive).

• On completion of her second term as an Independent Director, Ms. Renuka Ramnath ceased to be a director on the Board and Chairperson of the Board with effect from December 8, 2024. The Board extends its heartfelt gratitude to Ms. Renuka Ramnath for her invaluable guidance and steadfast leadership over the past decade.

• Mr. N. Ganapathy Subramaniam, Non-Executive, Non- Independent Director was elected as the Chairperson of the Board of Directors of the Company with effect from March 14, 2025.

On the recommendation of the NRC, the Board of Directors appointed Mr. Sujit Kumar Varma as an Additional Director (Non-Executive, Independent) of the Company with effect from April 22, 2025, for a term of five consecutive years. A proposal for his appointment will be placed before the Members for approval at the ensuing AGM scheduled to be held on July 9, 2025.

Mr. Varma fulfils the criteria of independence under Regulation 16(1)(b) and Regulation 25(8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations') and Section 149(6) of the Act, 2013.

All appointments to the Board are subject to receipt of clearance from the Ministry of Information and Broadcasting under the Policy Guidelines for Uplinking and Downlinking of Television Channels from India dated November 9, 2022, applicable to the Company and the Company has obtained necessary approvals prior to appointment of the new director.

Pursuant to the provisions of Section 149 of the Act and Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have submitted declarations stating

that each of them fulfil 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 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. The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

None of the Company's directors are disqualified from being appointed as a director as specified in Section 164 of the Act. All directors have further confirmed that they are not debarred from holding the office of a director under any order from SEBI or any other authority.

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Ankur Verma 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, commission, reimbursement of expenses incurred by them for the purpose of attending meetings of the Board and its committees or other Company events and any other transactions as approved by the Audit Committee or the Board which are disclosed under the Notes to Accounts. For more details about the directors, please refer to the Corporate Governance Report.

During the year there was no change in the Key Managerial Personnel (‘KMP') 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 & Head Compliance.

Seven Board meetings were held during FY 2024-25. For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this Report.

The Board of Directors has carried out an annual evaluation of its own performance, performance of Board 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 directors on the basis of criteria established on the Guidance Note on Board Evaluation issued by the SEBI 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-Executive Directors. Separate discussions were also held by the Chairperson of the NRC with each of the Non-Independent 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 the meeting of the NRC, the performance of the Board, its committees, and individual directors was discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

The Company's policy on director's 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/aovernance/.

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

The details of the Audit Committee, including its composition 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 this Report.

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 (‘BRSR').

At the 36^th AGM held on June 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 term of five consecutive years from the conclusion of 36^th AGM till the conclusion of the 41^st AGM to be held in the year 2027.

The Statutory Auditor's Report for FY 2024-25 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.

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, the Company had appointed a practising company secretary, Mr. U. C. Shukla, (FCS No. 2727 / CP No. 1654), to undertake the Company's secretarial audit for financial year 2024-25.

The report of the Secretarial Auditor in Form MR-3 for the financial year ended March 31, 2025 is attached to this Report. The Secretarial Audit Report does not contain any qualifications, reservations, adverse remarks or disclaimers.

In terms of Regulation 24A of the SEBI Listing Regulations, the Board of Directors at its meeting held on April 22, 2025, approved the appointment of M/s. Parikh &

Associates, Company Secretaries (Firm Registration No.: P1988MH009800) as the Secretarial Auditors of the Company, for a term of five consecutive years commencing from FY 2025-26, subject to the approval of the Members of the Company. A proposal for appointment of M/s. Parikh & Associates, Company Secretaries as the Secretarial Auditor of the Company will be placed before the Members for approval at the ensuing AGM scheduled to be held on July 9, 2025. M/s. Parikh & Associates, have complied with their independence status and an arm's length relationship with the Company.

As per Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended, the Company is required to prepare and maintain cost records and have the cost records audited by a Cost Accountant and accordingly, it has prepared and maintained such cost accounts and records. The Board, on the recommendation of the Audit Committee, appointed Ms. Ketki D. Visariya, Cost Accountant (Firm Registration No. 102266) as the Cost Auditor of the Company for FY 2025-26 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 her appointment meets the requirements of section 141(3)(g) of the Act. She has further confirmed her independent status and an arm's 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.

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. Major risks identified by businesses and functions are systematically addressed through mitigating actions on a continuous basis.

Further information on development and implementation of risk management policy has been covered in the Management Discussion and Analysis Report, which forms part of this Integrated Annual Report.

For more details on the key risks identified and mitigation plans, please refer to the Risk Management section of this Integrated Annual Report.

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

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') which can be accessed on the Company's website at www.tatacommunications.com/ investors/ciovernance. The RPT Policy was last reviewed and amended by the Board at its meeting held on April 22, 2025, 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 arm's length pricing.

During the year under review, the Company obtained approval of the Members for the following material related

party transactions with STT Global Data Centres India Private Limited, an associate company, exceeding the value of Tl,000 crore together with the existing transactions during the financial year, as per the requirements of SEBI Listing Regulations -

1. Related Party Transaction(s) with STT Global Data Centres India Private Limited, an associate company, for sale of the Company's property at Ambattur, Chennai.

2. Related Party Transaction(s) with STT Global Data Centres India Private Limited, an associate company, for leaseback arrangements.

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 its subsidiaries, Directors, KMPs, or the 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 along with the justification for entering into such a contract or arrangement in Form AOC-2, does not form part of the Board's Report.

A brief outline of the Corporate Social Responsibility (‘CSR') Policy of the Company and the CSR initiatives undertaken 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, as modified. 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 Company's website at www.tatacommunications.com/investors/aovernance.

As per the requirements of Section 134(3)(a) read 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 2024-25 is available on www.tatacommunications.com/ investors/results/.

The information required under section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, 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 2024-25:

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

'Ceased to be a director w.e.f., December 8, 2024.