Tata Communications Ltd Directors Report

Dear Members,

The Directors present the 38^th Integrated Annual Report (Report) of Tata Communications Limited (the Company) along with audited financial statements for the financial year ended March 31, 2024. 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.

Performance

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

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from operations	7,991.68	7,236.28	20,968.82	17,838.26
Other income	424.08	497.02	282.47	363.15
Total Income	8,415.76	7,733.30	21,251.29	18,201.41
Expenses
Network and transmission expenses	2,865.32	2,511.53	8,086.44	6,375.49
Employee benefits expenses	1,742.83	1,553.18	4,452.95	3,597.46
Other Expenses	1,480.02	1,325.47	4,199.33	3,547.08
Depreciation and amortization expenses	1,038.37	996.03	2,469.67	2,261.81
Total Expenses	7,126.54	6,386.21	19,208.39	15,781.84
Profit before finance cost, exceptional	1,289.22	1,347.09	2,042.90	2,419.57
items and tax
Finance Cost	155.57	90.04	644.15	432.46
Profit before exceptional items and tax	1,133.65	1,257.05	1,398.75	1,987.11
Exceptional items	(193.75)	(276.02)	(235.66)	76.35
Profit before tax (‘PBT)	939.90	981.03	1,163.09	2,063.46
Tax expense/(benefit)
Current tax	453.87	325.51	601.63	432.77
Deferred tax	(152.60)	(10.63)	(388.13)	(136.15)
Profit / (Loss) before share in profit/(loss) of associates	638.63	666.15	949.59	1,766.84
Share in profit/(loss) of associates			19.99	34.03
Profit/(Loss) for the year			969.58	1,800.87
Attributable to:
Shareholders of the Company			968.34	1,795.96
Non-Controlling Interest			1.24	4.91

Companys Performance

On a standalone basis, the revenue for FY 2023-24 was H7,991.68 crore, higher by 10.44% over the previous years revenue of H7,236.28 crore. The profit after tax (PAT) attributable to shareholders for FY 2023-24 was H638.63 crore as compared to the profit after tax of H666.15 crore for FY 2022-23. The decline in Standalone PAT is majorly due to higher interest cost on borrowings towards inorganic investments.

On a consolidated basis, the revenue for FY 2023-24 was H20,968.82 crore, higher by 17.55% over the previous years revenue of H17,838.26 crore. The PAT attributable to shareholders and non-controlling interests for

FY 2023-24 was H969.58 crore as compared to H1,800.87 crore for FY 2022-23. The decline in the consolidated PAT is majorly driven by consolidation of inorganic investments and higher cost of borrowing.

Dividend

The Board recommends a dividend of H16.70 per fully paid equity share on 285,000,000 equity shares of face value H10/- each, for the financial year ended March 31, 2024. The Board has recommended dividend based on the parameters laid down in the Dividend Distribution Policy which can be accessed on www.tatacommunications. com/resource/corporate-resources/policies/tcl-dividend- distribution-policy/.

The dividend on equity shares is subject to approval of the Members at the Annual General Meeting (AGM) scheduled to be held on Wednesday, July 17, 2024.

The dividend, once approved by the Members, will be paid, subject to deduction of tax at source, on or after Thursday, July 18, 2024. If approved, the dividend will result in a cash outflow of H475.95 crore. The dividend on equity shares is 167% of the paid-up value of each share. The total dividend pay-out works out to 49.09% of the profit after tax for the consolidated financial results.

The Company has fixed Monday, July 1, 2024 as the Record Date and will close the Register of Members and Transfer Books from Tuesday, July 2, 2024 till Friday, July 5, 2024 (both days inclusive) for determining entitlement of Members to final dividend for the financial year ended March 31, 2024, if approved at the AGM.

Share Capital

As on March 31, 2024, the authorised share capital of the Company consisted of 400,000,000 equity shares of H10 each, and the paid-up equity share capital consisted of 285,000,000 equity shares of H10 each. During FY 202324, the Company has not issued any shares, securities / instruments convertible into equity shares, sweat equity shares and shares with differential voting rights.

The Members, at the 37^th AGM, vide special resolution approved Tata Communications Limited - Employee Stock Unit Plan 2023 (hereinafter referred to as "RSU 2023" / "Plan" / "Scheme") 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 the eligible employees of the Company.

The Plan has been formulated in accordance with the provisions of the Companies Act, 2013 (the 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 Auditors confirming implementation of the above-mentioned Scheme in accordance with SBEB Regulations and Members approval, is hosted on the website of the Company at www. tatacommunications.com/investors/results and will also be available for electronic inspection by the Members.

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 H 10/- (Rupees Ten only) 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 5,95,590 RSUs were granted to eligible employees of the Company and its subsidiaries.

Transfer to Reserves

The Board of Directors has decided to retain the entire amount of profit for financial year 2023-24 in the statement of profit and loss.

Subsidiary companies

As on March 31, 2024, the Company had 70 subsidiaries and 3 associates. There has been no material change in the nature of business of the subsidiaries.

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

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

Restructuring and Acquisitions

During FY 2023-24 the following acquisitions / restructuring took place:

1. The Switch Enterprises LLC, one of the leading managed services providers for live production and video transmission, became a wholly-owned indirect subsidiary of Tata Communications Limited w.e.f. May 1, 2023.

2. Tata Communications International Pte. Ltd. (TCIPL), a wholly-owned direct subsidiary of the Company, acquired remaining equity ownership of Oasis Smart Sim Europe SAS (OSSE France), as a result of which, TCIPLs equity shareholding in OSSE France increased from 58.1% to 100% and accordingly, OSSE France and its subsidiary Oasis Smart E-Sim Pte Ltd (OSEPL) became wholly-owned indirect subsidiaries of the Company effective July 28, 2023.

3. Nexus Connexion (SA) Pty Ltd, a non-operational indirect subsidiary, based in South Africa deregistered from the Companies and Intellectual Property Commission (CIPC) in South Africa with effect from July 31, 2023 and ceased to exist as a company under CIPC. It is currently in the process of deregistering from the South African Revenue Service.

4. Your Company entered into an agreement to acquire Kaleyra Inc., a company incorporated under the laws of the State of Delaware, United States of America. Kaleyra Inc., has subsidiaries in United States of America, Italy, India, UAE, UK, Dominican Republic, Mexico, Greece, Africa and Canada. The transaction was completed and became effective from October 5, 2023, pursuant to which Kaleyra Inc., has become a direct subsidiary and subsidiaries of Kaleyra Inc., became indirect subsidiaries of the Company.

Kaleyra Inc., provided mobile communication services to financial institutions, e-commerce players, OTTs, software companies, logistic enablers, healthcare providers, retailers, and other large organisations worldwide and its acquisition provides direct opportunity to the Company to expand its Communications Platform as a Service business on a global scale, as well as expand leading presence globally.

5. Vide a business transfer agreement dated March 21, 2024, the Company transferred its identified new edged digital services business to its wholly-owned subsidiary, Novamesh Limited, as a going concern on slump sale basis. The transfer is subject to satisfaction of conditions precedent as stipulated in the agreement and receipt of such permissions and consents, as may be required.

6. The Companys wholly-owned indirect subsidiary, Tata Communications (Bermuda) Limited, was redomiciled from Bermuda to the Canton of Jura, Switzerland, under the name TC Networks Switzerland SA with effect from March 22, 2024.

7. Tata Communications MOVE BV. and Tata Communications MOVE Nederland B.V., wholly-owned indirect subsidiaries of the Company, filed a merger proposal with the Dutch Chamber of Commerce for merging with their immediate parent company i.e., Tata Communications (Netherlands) B.V. on March 28, 2024. The proposed merger is subject to receipt of requisite regulatory confirmations in The Netherlands.

Directors Responsibility Statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory, cost and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by 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 2023-24.

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, 2024:

i. In the preparation of the annual accounts, 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 maintenance of adequate accounting records in accordance with 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.

Directors and Key Managerial Personnel

Mr. Ankur Verma was appointed as Additional Director (Non-Executive) with effect from April 19, 2023 and his appointment was approved by the Members at the Annual General Meeting (AGM) held on July 18, 2023.

Mr. Srinath Narasimhan, Non-Executive, Non-Independent Director of the Company tendered his resignation from the Board with effect from the close of business hours on April 19, 2023.

The Board of Directors, on the recommendation of the NRC, at its meeting held on April 17, 2024, approved re-appointment of Mr. A.S. Lakshminarayanan (DIN: 08616830) as Managing Director & Chief Executive Officer (MD & CEO) of the Company for a second term commencing from November 26, 2024, to April 13, 2026 (i.e., till he attains the retirement age), both days inclusive, subject to approval of the Members. A proposal for re-appointment of Mr. Lakshminarayanan will be placed before the Members for their approval at the ensuing AGM scheduled to be held on July 17, 2024.

Pursuant to the provisions of Section 149 of the Act and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), the independent directors have submitted declarations 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 Companys 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 such authority.

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company,

Mr. N. Ganapathy Subramaniam (DIN: 07006215), retires by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than 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 and Head, Compliance.

Number of Meetings of the Board

Nine Board meetings were held during FY 2023-24. For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this report.

Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, performance of 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 Securities and Exchange Board of India on January 5, 2017, such as the board / committee composition and structure, effectiveness of board processes / committee meetings, information and functioning, etc.

In a separate meeting of 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.

Policy on Directors Appointment and Remuneration and other details

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

Internal Financial Control Systems and their adequacy

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.

Audit Committee

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

Vigil Mechanism

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

Auditors

Statutory Auditor and Statutory Auditors Report

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 tenure 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 Auditors Report for FY 2023-24 does not contain any qualifications, reservations, adverse remarks or disclaimers.

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

Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company 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, 2024 is attached to this Report. The Secretarial Audit Report does not contain any qualifications, reservations, or adverse remarks or disclaimers.

Cost Auditor

As per Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to prepare and maintain cost records and have the cost records audited by a Cost Accountant and accordingly, it has 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 202425 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 arms length relationship with the Company.

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

Risk Management

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

The development and implementation of risk management policy has been covered in the Management Discussion and Analysis Report, which forms part of this Integtrated Annual Report.

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

Particulars of Loans, Guarantees or Investments under Section 186

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

Related Party Transactions

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions (RPT Policy) which can be accessed on the Companys website at www.tatacommunications.com/ investors/governance. The RPT Policy was last reviewed and amended by the Board at its meeting held on January 23, 2023, on the recommendation of the Audit Committee.

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

None of the transactions with related parties falls under the scope of Section 188(1) of the Act. There have been no materially significant related party transactions between the Company and its subidiaries, directors, KMPs, the subsidiaries or the relatives of directors and KMPs, except for those disclosed in the financial statements. There were no material related party transactions entered into by the Company during the year, i.e., transactions with a related party exceeding H1,000 crore or 10% of the annual consolidated turnover of the Company, whichever is lower. 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

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 Companys website at www.tatacommunications.com/investors/qovernance.

Annual Return

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 2023-24 is available on www.tatacommunications.com/investors/results/.

Particulars of Employees

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

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company and percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer and Company Secretary for the financial year 2023-24:

Name of Directors / KMPs	Ratio to median remuneration*	% increase in remuneration in the financial year
Non-Executive Directors
Ms. Renuka Ramnath	7.84	7.64
Mr. Srinath Narasimhan1	NA	NA
Mr. Krishnakumar Natarajan	6.86	35.67
Mr. Ashok Sinha	5.30	18.49
Mr. N. Ganapathy Subramaniam2	NA	NA
Mr. Ankur Verma2 & 3	NA	NA
Executive Director
Mr. A. S.	45.97	10
Lakshminarayanan
Chief Financial Officer
Mr. Kabir Ahmed Shakir	21.53	5
Company Secretary
Mr. Zubin Adil Patel	4.21	18.58

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

1Ceased to be a director w.e.f., April 19, 2023.

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

3Appointed w.e.f. April 19, 2023 and hence remuneration is not comparable.

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

3.30%

c. The number of permanent employees on the rolls of Company: 7,144 employees as on March 31, 2024

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 17.6% 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 16.4%.

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

The Company affirms that the remuneration is as per the Remuneration Policy of the Company. The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this Report. 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. Any Member interested in obtaining a copy of the same may write to the Company Secretary at investor.relations@tatacommunications.com.

Disclosure Requirements

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

As per Regulation 34 of the SEBI Listing Regulations, BRSR is available on the website of the Company here.

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and such systems are adequate and operating effectively.

Deposits from the Public

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

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

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

Energy Conservation

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

(i) Steps taken or impact on conservation of energy	In FY 2023-24, 192 energy-saving opportunities were identified including projects on Heating, Ventilation and Air Conditioning (HVAC), Switched-Mode Power Supply (SMPS) and Uninterruptible Power Supply (UPS) efficiency enhancement / Optimisation and Consolidation, Smart Lighting (conversion of conventional lighting into LED), and PUE enhancement. 190 out of 192 projects were completed, resulting in energy savings of 7.7 million kWh (cumulative) and energy cost savings of H7.4 crore.
(ii) Steps taken by the company for utilizing alternate sources of energy.	We have consumed 180 million kWh of energy during FY 2023-24, procured from the national grid. Almost 48 million units (-27%) out of 180 million units consumed were produced from solar and wind energy. This year, we have added 23.14 million units (MU) of Renewable Energy (RE) capacity globally. In India, new RE projects were added with varied RE models, such as green tariff scheme leading to addition of 9.52 MU, Group captive model led to 4.91 MU of RE addition and Capex based Solar roof top leading to addition of 0.21 MU of RE.
	On the international front, we signed a contract to purchase renewable energy certificates for our Wall facility, totaling around 6.6 million units. In Seixal, Portugal, we have become 100% RE operated with Guarantee of Origin and On site solar plant leading to addition of 1.9 million units of RE.
(iii) Capital investment on energy conservation equipment	190 energy-saving opportunities out of 192 projects were completed with a capital investment of H4.9 crores.
	Our Power and Network Infrastructure Services teams identified 192 energy saving opportunities involving projects on EB Utilisation, Electric Load Reduction, HVAC, PUE Enhancement, Transformer and Load optimisation, SMPS and UPS efficiency enhancement / Optimisation and Consolidation, Smart Lighting (conversion of conventional lighting into LED) etc.
	A detailed break-up of the amount invested is below:
	Saving specific Area	Amount of Investment in J
	Battery Bank capacity optimization	8,78,552
	Electric load reduction	2,58,900
	Hot Air diverter	2,15,000
	HVAC efficiency enhancement/ Optimisation and consolidation	3,75,35,780
	ICOM-S Advanced Thermal Monitoring	24,70,000
	Optimisation of site running load	20,28,600
	PUE Enhancement	6,87,912
	Transformer & LT load Optimisation	4,10,000
	UPS efficiency enhancement / Optimisation and consolidation	2,99,000
	Utilisation of energy efficient equipment	42,00,000

Foreign exchange earnings and outgo

Foreign exchange earnings were equivalent to H832.37 crore and foreign exchange outgo was equivalent to H 1,267.39 crore.

Environmental, Social and Governance (‘ESG)

At Tata Communications, sustainability is an integral part of our business strategy, and we are dedicated to creating long-term value for all stakeholders through an inclusive, sustainable, and hyperconnected ecosystem.

Our strategy is based on a strong commitment to responsibly benefit society, our employees, shareholders, communities, among other stakeholders and corresponds to the three key pillars - People, Planet and Community. Integrating sustainability into our core operations drives growth and contributes positively to both society and the environment. We strive to optimise economic value in accordance to environmental and social norms. These are further strengthened by our robust Corporate Governance practices.

As a digital ecosystem enabler, Tata Communications aims to advance resource-efficient urban infrastructure with less greenhouse gas emissions and technological solutions for a circular economy by enabling our customers in building a more sustainable future together. Over the past year we have prioritised sustainability and employed technological innovations to address global concerns including Climate Change, Gender Equality, Energy Conservation, Zero Harm, Human Rights, Water Management and Waste Reduction, while also promoting inclusive growth for individuals and communities. Our commitment to Zero Harm applies to our employees, society, and the environment.

We have set long-term sustainability targets, to continue our efforts towards building a more sustainable organisation and future for the People, Planet, and Communities.

Our sustainability performance can be viewed on our website and in the BRSR and the Natural Capital section of this Integrated Annual Report..

Human Resources

At Tata Communications, we believe in creating a workplace environment where employees feel valued, empowered and motivated to contribute their best efforts.

We employ a diverse global workforce spanning several continents, enriching our corporate culture and driving technological innovation. We promote an inclusive workforce that helps employees thrive. Improving employee experiences and ensuring effective workforce planning are the two key tenets of our HR strategy. These pillars are supported by a hybrid working model to foster collaboration and synergy.

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

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

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

During the FY 2023-24, the Company received four sexual harassment complaints, which were resolved by the Internal Complaints Committee. One complaint which was pending at the end of the previous financial year (2022-23) was resolved during financial year 2023-24.

STATUTORY INFORMATION AND DISCLOSURES

Material Events after Balance Sheet Date

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.

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

On August 29, 2023, the Company, by way of private placement, issued and allotted 1,75,000 (One Lakh Seventy- Five Thousand only) Rated, Unsecured, Listed, Redeemable, Non-Convertible Debentures (NCDs) at a nominal value of H 1,00,000 (Indian Rupees One Lakh only) each, aggregating to H 1,750 crores. The NCDs were rated AAA by CARE Ratings Limited. The NCDs were listed on the Wholesale Debt Segment of the National Stock Exchange of India Limited. The NCDs have a fixed rate coupon of 7.75% and have been issued on the basis of multiple yield allotment method. The proceeds from the issue of debentures have been utilised as per the objects stated in the offer document and there have been no deviations or variations thereto.

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

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

Acknowledgement

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

The Directors appreciate and value the contributions made by all our employees and their families.

On behalf of the Board of Directors

Renuka Ramnath

Chairperson

DIN: 00147182

Dated: April 17, 2024

Registered Office:

VSB, Mahatma Gandhi Road, Fort,

Mumbai - 400 001