Tata Teleservices (Maharashtra) Ltd Directors Report

Dear Members,

Your Directors present the 29^th Annual Report on the business and operations of Tata Teleservices (Maharashtra) Limited (referred to as "TTML" or the "Company"), together with the audited financial statements for the financial year ended March 31, 2024, and other accompanying reports, notes, and certificates.

COMPANY OVERVIEW

The Company, equipped with United Licences (UL) - Access Service Authorisation, operates in Mumbai and Maharashtra License Service Area (LSA), serving the regions of Maharashtra and Goa. Operating under the brand name of "Tata Tele Business Services", the Company offers a comprehensive suite of Smart Digital Solutions comprising Digital Connectivity, Collaboration & Productivity, Cloud Communications, Omni-Channel Customer Engagement Solutions, Cybersecurity Solutions, Marketing Solutions and Cloud Infrastructure Solutions. Our commitment to provide best-in-class customer support ensures that businesses receive unparalleled service excellence at every step of their journey. The Company stands as a committed partner in the digital transformation journey of its customers, striving to unlock their full potential by democratising technology, and making it accessible and affordable

FINANCIAL HIGHLIGHTS

The financial highlights of the Company for the year ended March 31, 2024, are as follows:

( in Crores)

Particulars	2023-2024	2022-2023
Total Income	1,200.23	1,113.34
Expenditure	664.23	613.67
Earnings before Interest, Depreciation, Tax and Amortisation (EBITDA)	536.00	499.67
Finance & Treasury Charges	1,621.58	1,501.55
Depreciation and Amortisation expenses	150.44	147.16
Profit/(Loss) before Exceptional Items and Tax	(1,228.44)	(1,139.45)
Exceptional Items	-	(5.27)
Profit/(Loss) after Tax	(1,228.44)	(1,144.72)
Other Comprehensive Income/(Loss)	0.91	(1.91)
Total Comprehensive Loss for the Year	(1,227.53)	(1,146.63)

DIVIDEND AND APPROPRIATIONS

In view of the accumulated losses and loss during the financial year 2023-2024, 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 available on the Companys website at https://www.tatatelebusiness.com/policies-ttml/.

COMPANY INITIATIVES

A. Customer Centric Initiatives

The Company continued to enhance Customer Experience by introducing new age digital platforms that enable e_ortless interactions for our customers. Some of the key enhancements include: Smart IVR: This all-new IVR system enables customers who are familiar & comfortable using traditional IVRs to manage their account on their own without the help of a customer service representative. Its simple interface allows customers to opt for their preferred option in a simple & effortless manner.

Smart Assist: Smart Assist is an AI-powered interactive Chatbot that provides instant response to customers for their queries, allows them to raise service requests, download bills, track payments and do more. This has led to simplification of the customer interactions and made information available through an interactive interface.

WhatsApp: In line with our endeavour to provide customer multiple channels of communication, the Company have enabled WhatsApp as an additional channel through which customers can reach us. iManage: The Companys Self-care App has now evolved into a full Service platform with iManage Web Platform now available on all browsers & iManage Mobile App now available on Android & iOS. The iManage app empowers Enterprise customers to manage their account completely with key features like making payments, managing their toll-free account, checking utilisation and many such features that enable ease of access and information. With an objective to deepen engagement and to get better understanding of customers needs, the Company undertook the "Customer Centricity Program" in which the leadership team across the organisation engaged with Enterprise Customers. The program covered ~100+ visits to customers. This was well received by customers.

The Companys Customer Service solutions have been awarded with multiple recognitions across industry forums. B. Product Initiatives

The Company is one of the leading providers of Smart Digital Solutions in the country. Its comprehensive suite of solutions comprises of Digital Connectivity, Collaboration

& Productivity, Cloud Communications, Omni-Channel Customer Engagement, Cybersecurity, Marketing and Cloud Infrastructure Solutions. The Company is dedicated to serving the evolving needs of Small & Medium Enterprises (SMEs) and empowering them with transformative digital solutions. Over the years, the Company has pivoted from being a wireline connectivity player to a Smart Digital Solutions provider offering solutions tailored to address the specificneeds of the customers. The Company develops solutions based on a deep understanding of the customer needs. These solutions empower enterprises to streamline processes, increase reach, enhance customer engagement, and improve productivity of their workforce.

Over the past few years, the Company has introduced a range of value-added connectivity solutions and Cloud & SaaS offerings, all meticulously designed to meet the critical business needs of the customers. Moreover, the Company has forged new partnerships to enrich the product portfolio and is actively constructing an ecosystem that fosters digital adoption. Through strategic collaborations with key industry players, the Company aims to better address the fundamental needs of the customers and further facilitate their digital transformation journey.

Key Launches

Key product launches in FY24 include:

Smart_o United Communications as a Service (UCaaS) - Empowering Seamless Collaboration and Connectivity

Every year the Company looks to strengthening the Smart_o suite of solutions based on a deep understanding of the market and customer needs. In response to the increasing demand for united communication platforms, the Company introduced Smart_o UCaaS Solution to streamline communication channels and enhance productivity. Smart_o UCaaS has been developed with an endeavour to seamlessly bridge the gap between remote employees and the oncewhile enhancing business efficiency. It not only makes 1-1 business calls richer and collaborative but also replaces on-premises legacy telephone infrastructure helping businesses optimise costs. Smart_o UCaaS solution works with Microsoft Teams allowing users to call any landline or mobile number from their desktop, laptop or mobile using the corporate network. Smart_o UCaaS enables united communication experience for customer facing roles as well as enhances employee experience.

Microsoft Copilot for Microsoft 365 - Elevating Productivity with AI-Powered Assistance

In response to the evolving needs of modern workplaces, the Company partnered with Microsoft to introduce Microsoft Copilot for Microsoft 365 to enhance productivity through AI-powered assistance. This innovative solution leverages artificialintelligence to provide intelligent suggestions, automate repetitive tasks, and offer personalised recommendations. By harnessing the power of AI, businesses can streamline workflows, improve collaboration, and accelerate decision-making processes.

Truecaller VerifiedBusiness Caller ID - Enhancing Communication Efficiency with VerifiedCaller IDs

Acknowledging the importance of efficientcommunication management, the Company partnered with Truecaller to offerTruecaller VerifiedBusiness Caller ID Solution. This comprehensive solution integrates Truecallers advanced caller identificationfeatures with business communication tools, enabling organisations to enhance customer engagement and operational efficiency.

Smart Single Number Solution - Simplifying Communication Channels for Enhanced Connectivity

Recognising the need for streamlined communication, the Company introduced the Smart Single Number Solution. This solution is designed to unify and streamline communication across an organisation, integrating multiple channels and services. It lets the customer reach businesses across India on one single number, thus providing a comprehensive approach to connectivity challenges. The solution allows businesses to not only ensure efficient communication but also reduce operational complexities.

ILL Burstable Bandwidth Solution - Adaptable Connectivity for Dynamic Demands

In response to the varying connectivity needs of modern businesses, ILL Burstable Bandwidth Solution has been introduced to provide adaptable connectivity seamlessly. This solution offers flexible bandwidth options, allowing businesses to scale their network capacity based on demand, ensuring optimal performance during peak periods.

Email Security Solution - Protecting Digital Communications with Advanced Security Measures

Addressing the growing concerns surrounding email security, TTBS Email Security Solution was introduced to safeguard digital communications effectively. This comprehensive solution offers robust protection against various cyber threats, including phishing attacks, malware, and email spoo_ng. By leveraging advanced security features such as encryption, authentication, and threat detection, businesses can ensure the integrity and confidentiality of their email communications.

Data Loss Prevention Solution - Safeguarding Valuable Information with Proactive Security Measures

In recognition of the critical importance of data protection, the Company introduced Data Loss Prevention (DLP) Solution to safeguard valuable information effectively. This comprehensive solution employs proactive security measures to mitigate the risks of data breaches, unauthorised access, and accidental leaks. By implementing advanced data monitoring, encryption, and access controls, businesses can ensure the confidentiality, integrity, and availability of their sensitive data.

C. Regional Customer Engagement Initiatives

To continue and deepen engagement with customers, the Company initiated multiple customer engagement programs including Tech Workshops, Knowledge Series, and Do Big Forums. Also, to get industry leading views, the Company initiated ‘Do Big CXO Power Meet where it reached out to Industry leaders to understand their perspective on business and their digital transformation. These forums received appreciation from customers.

D. HR Initiatives

The Company remains committed to fostering a Happy and Productive work environment for all employees. Some of the key initiatives that highlight this commitment are as follows: Employee Recognition Program - Encore: This program celebrates and rewards employees for their exceptional work, achievements, and contributions, as well as for exemplifying behaviours aligned to our core values of Faster, Simpler and Closer.

Democratised Learning: TTBS provides all employees with access to eLearning platforms, encouraging them to pursue courses relevant to their current roles and future skills, such as Generative AI, IaaS, SaaS, Cloud Fundamentals, Cyber Security, Industry Selling, Data Analytics, and Project Management. In FY24, employees completed 3,131 digital courses clocking 4,342 hours of learning.

Engagement, Connect & Celebrations: A variety of engagement events are scheduled monthly, including Cultural Rituals, Employee Connects, Leadership Reach-outs, Knowledge Sharing Sessions, Team Connects, and Festival Celebrations. Care and Wellbeing: Under the Employee Assistance Program known as SaBal at TTBS, all employees have access to counselling resources. Additionally, various sessions focusing on physical and mental wellbeing are o_ered both online and o_ine.

New Hires On-Boarding and Assimilation: "Do Big Voyage" is the comprehensive onboarding program for new employees, encompassing a 90-day journey that includes providing comprehensive understanding to the Company policies, processes, role expectations, business, product knowledge, system training, function-specificskill development, cultural integration, and networking across the organisation. The program includes three assessments to ensure knowledge retention and application for the employees future success within the Company.

On-field Coaching for Sales: To its frontline sales team, the Company offera personalised coaching program. This program aims to provide immediate feedback and guidance, enhancing performance and encouraging the application of correct behaviors in the field.

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 17, 2018, TTSL has become entitled to additional voting rights of 26.26% in respect of the Redeemable Preference Shares (RPS) of 100/- each held in the Company. Accordingly, TTSL has a total of 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, ASSOCIATE AND JOINT VENTURE COMPANY

The Company does not have any subsidiary or associate or joint venture 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, the work performed by the internal, statutory, cost and secretarial auditors and external consultant(s), 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 effectiveduring the financial year under review. 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, con_rm that: 1. in the preparation of the annual financial statements for the year ended March 31, 2024, 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, 2024, and of the loss of the Company for that period; 3. they have taken proper and su_cient 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 of March 31, 2024, the Board of Directors comprised of 6 (six) Directors. Of the 6 (six) Directors, 5 (_ve) were Non-Executive Directors and 1 (one) Managing Director. The Non-Executive Directors included 1 (one) Chairman and 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 Listing Regulations. Further, all the Directors and Senior Management Personnel of the Company a_rmed compliance with the Code of Conduct for the financial year 2023-2024 and the declaration in this respect appears elsewhere in the Annual Report.

Resignations and Appointments

During the year under review,

• Dr. Narendra Damodar Jadhav (DIN:02435444) was reappointed as a Non-Executive Independent Director of the Company for a further term with effect from April 1, 2024, upto May 27, 2028. Being Independent Director, he is not liable to retire by rotation.

• A. S. Lakshminarayanan (DIN:08616830), on recommendation of Nomination and Remuneration Committee, was appointed by the Board as an Additional Director and Chairman with effect from April 24, 2023, and the appointment was approved by the shareholders at the AGM held on June 27, 2023.

• Harjit Singh (DIN:09416905), on recommendation of Nomination and Remuneration Committee, was appointed by the Board as an Additional Director and as a Managing Director for a period of three years with effect from April 24, 2023, and the appointment was approved by the shareholders at the AGM held on June 27, 2023.

• Srinath Narasimhan (DIN:00058133), Non-Executive, Non-Independent Director, resigned from the directorship of the Company with effect from April 24, 2023. The Board placed on record its appreciation for the significant contributions made by him during his long association of more than 12 years with the Company.

• Thambiah Elango (DIN:07973530), Non-Executive, Non-Independent Director, from the directorship of the Company with effect from April 24, 2023. The Board placed on record its appreciation for the significant contributions made by him during his association with the Company.

Director Retiring by Rotation

In accordance with the relevant provisions of the Act and in terms of the Articles of Association of the Company, Ankur Verma (DIN:07972892) retires by rotation at the ensuing AGM and being eligible offers himself for re-appointment. The Board recommends his appointment for your approval in the best interests of the Company. The relevant details of Ankur Verma form part of the Notice convening the 29^th AGM.

Independent Directors

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

Key Managerial Personnel

Consequent to appointment of Harjit Singh (DIN:09416905) as the Managing Director and Key Managerial Personnel of the Company, effectiveApril 24, 2023, for a period of three years, Harjit Singh has vacated the onceof Manager of the Company held by till that date.

Shinu Mathai continues as the Chief Financial Officer of the Company and Vrushali Dhamnaskar continues as the Company Secretary of the Company.

Meetings of the Board of Directors

The details of the composition of the Board, its committees, their meetings held and the attendance of the Directors at such meetings are provided in the Corporate Governance Report, which form 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, individual Directors and the Chairman was evaluated by the Board after seeking inputs from all the Directors through a questionnaire wherein the Directors evaluated the performance on a scale of one to have based on the following criteria: a) Criteria for Board performance evaluation includes degree of fulfilllment 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 includes degree of fulfillment of key responsibilities, the adequacy of Committee Composition, the 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 include fulfillment of the independence criteria as speci_ed in the Listing Regulations and their independence from the Management, Attendance, Contribution at meetings, guidance, and support for 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 the Directors to seek their feedback on the Board and other Directors. The NRC also reviewed the performance of the individual Directors. In a separate meeting of Independent Directors, performance of Non-Independent Directors and the performance of the Board was evaluated. Additionally, the views of the Non-Executive Directors and Executive Director were also taken. The Board and the NRC reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual Directors to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contributions and inputs in meetings, among others. Moreover, 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, individual Directors and Chairman 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-de_ned and practiced Safety, Health

& Environment policy is in place. The Companys Safety Policy comprises of 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 _re safety and physical security, the Company has taken up various safety initiatives that includes:

• First aid and _re safety web based trainings for all on-roll employees.

• Presentation based awareness sessions for of-roll employees.

• Dissemination on employee safety awareness through, safety awareness week, e-Mails, SMS, videos (Dos and Donts) and quiz.

• Engagement with Location Safety Officers (LSOs).

• Physical audit of o_ces and Network sites through in-house team.

• Emergency mock _re drills.

• E-module based training/certi_cation on Building and OnceEvacuation, Cardiopulmonary Resuscitation (CPR), Driving at Work Safe, Electrical Safety, Fire Extinguishers & Fire Safety Awareness.

• The overall completion status of web-based Safety and Health training for all on-roll employees as on March 31, 2024, stands close to 100%.

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 at Annexure - IA and Annexure - IB and form part of this Report.

RISK MANAGEMENT

Pursuant to Regulation 21 of the 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 Executive Director. The scope of Risk Management Committee includes monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management framework which ensures that the Company is able to carry out identificationof 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 form 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 a 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 Tata Code of Conduct or other policies of the Company, details of which are provided in the Corporate Governance Report, which form part of this report. As a requirement of the Tata Code of Conduct, all stakeholders are also provided access to the Whistle Blower mechanism.

The policy provides for adequate safeguards against victimisation of Directors/employees who avail of the mechanism and provides for direct access to the Chairperson of the Audit Committee. The Whistle Blower Policy is available on the Companys website at https://www.tatatelebusiness.com/policies-ttml/.

CORPORATE SOCIAL RESPONSIBILITY

Details of the Corporate Social Responsibility ("CSR") Policy and initiatives taken by the Company on CSR activities during the year under review have been provided in the Annexure – II to this Report. The CSR policy is available on the Companys website at https://www.tatatelebusiness.com/policies-ttml/. Pursuant to the amendment in the Act, the constitution of the CSR Committee is not necessary.

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 which is available on the Companys website at https://www.tatatelebusiness.com/policies-ttml/. During the year under review, all transactions entered into with related parties were approved by the Audit Committee.

Further, the Company has obtained prior approval of the Members for all material transactions/proposed transactions entered/to be entered into between the Company and TTSL, a related party, for an aggregate value of 200 Crores (Rupees Two Hundred Crores Only) per annum and the Company and Tata Communications Limited, related party, for an aggregate value of 235 Crores (Rupees Two Hundred Thirty-Five Crores Only) per annum for the financial years 2024-2025, 2025-2026 and 2026-2027. 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 de_nition of "infrastructure company" as provided in the Act. Accordingly, the Company is exempted from the provisions of Section 186 of the Act with regards to loans made, guarantees given or security provided by the Company. Additionally, the Company has not made any investment in the securities of other Bodies Corporate during the year under review.

DEPOSITS

The Company has not accepted any deposits from the 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 the public was outstanding as of the date of the balance sheet.

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.

DETAILS OF APPLICATION MADE OR PROCEEDINGS PENDING, IF ANY UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

Nil, during the year under review.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

Not applicable.

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, form 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, a copy of this statement may be obtained by the Members by writing to the 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 the Companies (Accounts) Rules, 2014, the details of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are as follows:

(A) Conservation of Energy:

(i) Steps Taken or Impact on Conservation of Energy: a. Electricity and diesel generators are used for the powering of the Companys core locations and other network equipment. The Company regularly reviews power consumption patterns across its network and implements various innovative projects including green initiatives in order to optimise power consumption which has resulted into a substantive cost savings and a reduction of carbon footprint. Some of the major projects undertaken during the year under review are:

• Network Optimisation: 72 network nodes locations switched o_ post network re-architecture and optimization.

• Space and power optimisation at 97 network nodes locations.

• Total space surrendered – 0.05 L Sq. ft. b. The initiative on energy conservation has resulted in a reduction of 3.43 million units of energy consumption and a carbon foot-print reduction of 6585 TCO2 for the financial year 2023-2024.

(ii) Steps taken by the Company for utilising alternate sources of energy:

The Company has not utilised any alternate sources of energy.

(iii) Capital Investment on Energy Conservation Equipment: Nil.

(B) Technology absorption: The Company has not imported any new technology.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANYS OPERATION IN FUTURE

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

MATERIAL CHANGES & COMMITMENTS

No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company except as disclosed elsewhere in this Report.

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, 2024, is available on the Companys website on https://www.tatatelebusiness.com/ttml-annual-return/

CREDIT RATING

Please refer to the ‘Corporate Governance Report for details.

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 second term of _ve years from the conclusion of the 27^th AGM of the Company held in 2022 until the conclusion of the 32^nd AGM to be held in the year 2027.

Cost Auditors

Section 148 of the Act read with Companies (Audit and Auditors) 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 the 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 the Audit Committee, has approved the reappointment and remuneration of M/s. Sanjay Gupta & Associates, Cost Accountants, as Cost Auditors of the Company for conducting

Particulars	2023-2024	2022-2023
Earnings	-	-
Outgo	0.76	1.00
Capital Goods	36.64	39.91

(C) Foreign Exchange Earnings and Outgo:

( in Crores) cost audit for the financial year 2024-2025. A resolution seeking approval of the Members for ratifying the remuneration payable to the cost auditors for the financial year 2024-2025 is included in the Notice of the ensuing AGM. Your Board recommends it for your approval.

Internal Auditors

The Board had appointed M/s. Ernst & Young LLP, M/s. ANB Solutions Private Limited and M/s. Deloitte Touche Tohmatsu India LLP, as Internal Auditors for conducting internal audit of the Company for the financial year 2023-2024.

SECRETARIAL AUDITORS, SECRETARIAL AUDIT REPORT, SECRETARIAL AUDITORS OBSERVATIONS AND DIRECTORS COMMENTS

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. Makarand M. Joshi & Co., Practicing Company Secretaries, to undertake the secretarial audit of the Company for the year ending March 31, 2024. The Secretarial Audit Report in Form MR-3 is annexed as Annexure – V to this Report. The Secretarial Auditors Report does not contain any qualification, reservation, adverse remark, or disclaimer.

STATUTORY AUDITORS OBSERVATIONS AND DIRECTORS COMMENTS

The Statutory Auditors Report for the financial year ended March 31, 2024, does not contain any quali_cation, reservation, adverse remark, or disclaimer.

FRAUDS REPORTED BY THE AUDITORS

The Companys Statutory Auditors, Internal Auditors, Cost Auditors and Secretarial Auditors have not reported any instance of fraud during the period under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed report on Management Discussion and Analysis, as required under 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 is presented in a separate section that form part of this Report. A certi_cate from Price Waterhouse Chartered Accountants LLP, regarding compliance of conditions of corporate governance as speci_ed in the Listing Regulations, by the Company is annexed hereto.

The Company has complied with the 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 AND SUSTAINABILITY REPORT

As per Regulation 34 of the Listing Regulations, a Business Responsibility and Sustainability 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, channel partners, and investors for their continued support. Additionally, the Directors would also like to thank the Department of Telecommunications, the Central and State Governments and others associated with the activities of the Company for their co-operation.

For and on behalf of the Board of Directors

A. S. Lakshminarayanan

Chairman

(DIN:08616830)

Place: Mumbai

Date: April 25, 2024

Annexure – IA to the Directors Report

Companys Policy on Directors Appointment and Remuneration

The Company has formulated the criteria determining quali_cations, positive attributes, and independence of Director. The details of the same are as under:

1. De_nition of Independence

• A director will be considered as an "independent director" if the person meets with the criteria for ‘independent director as laid down in the Companies Act, 2013 (the "Act") and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations") (as may be applicable).

• The de_nition of Independence as provided in the Act and in Regulation 16 of SEBI Listing Regulations is as follows: "An independent director in relation to a company, means a director other than a nominee director, (i) who, in the opinion of the Board of Directors, is a person of integrity and possesses relevant expertise and experience; (ii) who is or was not a promoter of the Company or its holding, subsidiary or associate company or member of the promoter group of the listed entity; (iii) who is not related to promoters or directors in the company, its holding, subsidiary or associate company; (iv) who, apart from receiving directors remuneration, has or had no material pecuniary relationship with the listed entity, its holding, subsidiary or associate company, or their promoters, or directors, during the three immediately preceding financial years or during the current financial year; (v) none of whose relatives: (A) is holding securities of or interest in the listed entity, its holding, subsidiary or associate company during the three immediately preceding financial years or during the current financial year of face value in excess of _fty lakh rupees or two percent of the paid-up capital of the listed entity, its holding, subsidiary or associate company, respectively, or such higher sum as may be speci_ed; (B) is indebted to the listed entity, its holding, subsidiary or associate company or their promoters or directors, in excess of such amount as may be speci_ed during the three immediately preceding financial years or during the current financial year; (C) has given a guarantee or provided any security in connection with the indebtedness of any third person to the listed entity, its holding, subsidiary or associate company or their promoters or directors, for such amount as may be speci_ed during the three immediately preceding financial years or during the current financial year; or (D) has any other pecuniary transaction or relationship with the listed entity, its holding, subsidiary or associate company amounting to two percent or more of its gross turnover or total income: Provided that the pecuniary relationship or transaction with the listed entity, its holding, subsidiary or associate company or their promoters, or directors in relation to points (A) to (D) above shall not exceed two percent of its gross turnover or total income or fifty lakh rupees or such higher amount as may be speci_ed from time to time, whichever is lower.

(vi) who, neither himself/herself nor any of his/her relatives – (A) holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company or any company belonging to the promoter group of the listed entity in any of the three financial years immediately preceding the financial year in which he/she is proposed to be appointed; Provided that in case of a relative, who is an employee other than key managerial personnel, the restriction under this clause shall not apply for his / her employment.

(B) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of –(1) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary, or associate company; or (2) any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten per cent or more of the gross turnover of such firm; (C) holds together with his relatives two per cent or more of the total voting power of the company; or (D) is a Chief Executive or director, by whatever name called, of any non-Profit organisation that receives twenty-_ve per cent or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company; (E) is a material supplier, service provider or customer or a lessor or lessee of the company; (vii) who is not less than 21 years of age.

(viii) who is not a non-independent director of another company on the board of which any non-independent director of the listed entity is an independent director.

• Currentandex-employeesofaTatacompany may be considered as independent only if he/she has or had no pecuniary relationship with any Tata company (due to employment/receipt of monthly pension by way of Special Retirement Benefits/holding consultant or advisor positions) during the three immediately preceding financial years or during the current financial year.

2. Quali_cations of Directors

• Board will ensure that a transparent board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, age, and gender.

• It is expected that board have an appropriate blend of functional and industry expertise.

• While recommending appointment of a director, it is expected that the Nomination and Remuneration Committee ("NRC") consider the manner in which the function and domain expertise of the individual contributes to the overall skill-domain mix of the Board.

• Independent Directors ("ID") ideally should be thought/ practice leaders in their respective functions/domains.

3. Positive Attributes of Directors

Directors are expected to comply with duties as provided in the Act. For reference, the duties of the Directors as provided by the Act are as follows:

1) "Act in accordance with the articles of the company.

2) Act in good faith in order to promote the objects of the company for the benefit of its members as a whole, and in the best interests of the company, its employees, the shareholders, the community and for the protection of environment.

3) Exercise duties with due and reasonable care, skill and diligence and exercise independent judgment.

4) Not be involved in a situation in which he may have a direct or indirect interest that conflicts, or possibly may conflict, with the interest of the company.

5) Not achieve or attempt to achieve any undue gain or advantage either to himself or to his relatives, partners, or associates.

6) Not assign his office."

Additionally, the Directors on the Board of a Tata Company are also expected to demonstrate high standards of ethical behavior, strong interpersonal and communication skills and soundness of judgment. IDs are also expected to abide by the ‘Code for Independent Directors as outlined in Schedule IV to Section 149(8) of the Act. The Code specifies the guidelines of professional conduct, role and function and duties of Independent Directors. The guidelines of professional conduct specified in the Code are as follows: "An independent director shall:

1) uphold ethical standards of integrity and probity; 2) act objectively and constructively while exercising his duties;

3) exercise his responsibilities in a bona _de manner in the interest of the company;

4) devote suficient time and attention to his professional obligations for informed and balanced decision making;

5) not allow any extraneous considerations that will vitiate his exercise of objective independent judgment in the paramount interest of the company as a whole, while concurring in or dissenting from the collective judgment of the Board in its decision making;

6) not abuse his position to the detriment of the company or its shareholders or for the purpose of gaining direct or indirect personal advantage or advantage for any associated person;

7) refrain from any action that would lead to loss of his independence;

8) where circumstances arise which make an independent director lose his independence, the independent director must immediately inform the Board accordingly;

9) assist the company in implementing the best corporate governance practices."

For and on behalf of the Board of Directors

A. S. Lakshminarayanan

Chairman

(DIN:08616830)

 

Place: Mumbai

Date: April 25, 2024

Annexure – IB to the Directors Report

Remuneration Policy

Further, the Company has also formulated a Remuneration Policy for the Directors, Key Managerial Personnel and other employees and the same is given hereunder: The philosophy for remuneration of directors, Key Managerial Personnel ("KMP") and all other employees of Tata Teleservices (Maharashtra) Limited ("Company") is based on the commitment of fostering a culture of leadership with trust. The remuneration policy is aligned to this philosophy. This remuneration policy has been prepared pursuant to the provisions of Section 178(3) of the Companies Act, 2013 ("Act") and Clause 49(IV)(B)(1) of the Equity Listing Agreement ("Listing Agreement"). In case of any inconsistency between the provisions of law and this remuneration policy, the provisions of the law shall prevail, and the company shall abide by the applicable law. While formulating this policy, the Nomination and Remuneration Committee ("NRC") has considered the factors laid down under Section 178(4) of the Act, which are as under:

"(a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully; (b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and (c) remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals"

Key principles governing this remuneration policy are as follows:

• Remuneration for independent directors and non-independent non-executive directors

• Independent directors ("ID") and non-independent non-executive directors ("NED") may be paid sitting fees (for attending the meetings of the Board and of committees of which they may be members) and commission within regulatory limits.

• Within the parameters prescribed by law, the payment of sitting fees and commission will be recommended by the NRC and approved by the Board.

• Overall remuneration (sitting fees and commission) should be reasonable and sufficient to attract, retain and motivate directors aligned to the requirements of the company (taking into consideration the challenges faced by the company and its future growth imperatives).

• Overall remuneration should be reffectiveof size of the company, complexity of the sector/industry/ companys operations and the companys capacity to pay the remuneration.

• Overall remuneration practices should be consistent with recognised best practices.

• Quantum of sitting fees may be subject to review on a periodic basis, as required.

• The aggregate commission payable to all the NEDs and IDs will be recommended by the NRC to the Board based on company performance, Profits, return to investors, shareholder value creation and any other significant qualitative parameters as may be decided by the Board.

• The NRC will recommend to the Board the quantum of commission for each director based upon the outcome of the evaluation process which is driven by various factors including attendance and time spent in the Board and committee meetings, individual contributions at the meetings and contributions made by directors other than in meetings.

• In addition to the sitting fees and commission, the company may pay to any director such fair and reasonable expenditure, as may have been incurred by the director while performing his/her role as a director of the company. This could include reasonable expenditure incurred by the director for attending Board/Board committee meetings, general meetings, court convened meetings, meetings with shareholders/creditors/management, site visits, induction and training (organised by the company for directors) and in obtaining professional advice from independent advisors in the furtherance of his/her duties as a director.

Remuneration for managing director ("MD")/executive directors ("ED")/KMP/ rest of the employees

• The extent of overall remuneration should be sufficient to attract and retain talented and quali_ed individuals suitable for every role. Hence remuneration should be

• Market competitive (market for every role is de_ned as companies from which the company attracts talent or companies to which the company loses talent)

• Driven by the role played by the individual,

• Reffectiveof size of the company, complexity of the sector/industry/ companys operations and the companys capacity to pay,

• Consistent with recognised best practices and

• Aligned to any regulatory requirements.

• In terms of remuneration mix or composition,

• The remuneration mix for the MD/ EDs is as per the contract approved by the shareholders. In case of any change, the same would require the approval of the shareholders.

• Basic/_xed salary is provided to all employees to ensure that there is a steady income in line with their skills and experience.

• In addition to the basic/_xed salary, the company provides employees with certain perquisites, allowances and benefits to enable a certain level of lifestyle and to offerscope for savings and tax optimisation, where possible. The company also provides all employees with a social security net (subject to limits) by covering medical expenses and hospitalisation through re-imbursements or insurance cover and accidental death and dismemberment through personal accident insurance.

• The company provides retirement benefits as applicable.

• In addition to the basic/_xed salary, benefits, perquisites and allowances as provided above, the company provides MD/EDs such remuneration by way of commission, calculated with reference to the net Profits of the company in a particular financial year, as may be determined by the Board, subject to the overall ceilings stipulated in Section 197 of the Act. The specificamount payable to the MD/EDs would be based on performance as evaluated by the Board or the NRC and approved by the Board.

• In addition to the basic/fixed salary, benefits, perquisites and allowances as provided above, the company provides MD/EDs such remuneration by way of an annual incentive remuneration/performance linked bonus subject to the achievement of certain performance criteria and such other parameters as may be considered appropriate from time to time by the Board. An indicative list of factors that may be considered for determination of the extent of this component are:

• Company performance on certain defined qualitative and quantitative parameters as may be decided by the Board from time to time,

• Industry benchmarks of remuneration,

• Performance of the individual.

• The company provides the rest of the employees a performance linked bonus. The performance linked bonus would be driven by the outcome of the performance appraisal process and the performance of the company.

• Remuneration payable to Director for services rendered in other capacity

The remuneration payable to the Directors shall be inclusive of any remuneration payable for services rendered by such director in any other capacity unless: a) The services rendered are of a professional nature; and b) The NRC is of the opinion that the director possesses requisite quali_cation for the practice of the profession.

• Policy implementation

The NRC is responsible for recommending the remuneration policy to the Board. The Board is responsible for approving and overseeing implementation of the remuneration policy.

For and on behalf of the Board of Directors

A. S. Lakshminarayanan

Chairman

(DIN:08616830)

 

Place: Mumbai

Date: April 25, 2024

Annexure – II to the Directors Report

Annual Report on Corporate Social Responsibility ("CSR") Activities

As a member of the Tata Group, CSR is at the core of the Company. The Companys CSR policy upholds the ethos of the Tata Groups Sustainability (including CSR) Policy. The Company has designed its CSR policy based on Tata Groups focus areas.

Given the financial position of the Company, most of the activities were done by way of volunteering by the employees of TTL and they tended to be mostly in locations where there was a critical mass of employees.

Volunteering activities undertaken during the year along with employees of TTSL (Holding Company), are as under:

• In the last financial year (FY24), the Company initiated 54 volunteering activities across 9 cities where it had a presence. 745 employees have together contributed 2,417 hours by participating in various volunteering projects in collaboration with numerous NGOs.

• Projects were undertaken based on our thrust areas of education, healthcare, environment sustainability and maintaining the quality of soil, air and water. Some of the key initiatives included tree plantation drives, reforestation programmes, clean-up drives for beaches, mangroves, railway, lake and forests, books and school bags donation, eWaste recycling drive, blood donation drives, orphanage and old-age home visits, among others. Awareness sessions for children and adults were conducted around subjects like safety, cleanliness, AIDS and International day of persons with disabilities (PWD), among others.

• Apart from the Companys own initiatives, TTML also partnered with other Tata Group companies such as Tata Power, TCS, Tata Sustainability Group, Tata Strive, Tata Trent for various volunteer programmes.

• TTL employees also participated in various volunteering projects under Tata ProEngage which is a part-time skill-based volunteering programme, where volunteers work in teams and use their skills to address problems identified by NGOs. Under this initiative, 34 volunteers together clocked more than 1,328 hours of volunteering through the year. Additionally, Tata Volunteering Week (during September and March) also saw active participation from employees.

• Collectively, across all initiatives, the organisation clocked more than 3,745 hours of volunteer during the year under review.

The CSR Policy is available on the Companys website at https://www.tatatelebusiness.com/policies-ttml/

Average net Profit of the Company for the last 3 financial years, prescribed CSR expenditure and details of CSR spent during the financial year: The Company did not make Profits in the past 3 financial years; hence, it does not have any budgeted CSR expenditures. However, in keeping with the Tata Groups philosophy of giving back to the society, employees participated in various volunteering initiatives.

For and on behalf of the Board of Directors

A. S. Lakshminarayanan

Chairman

(DIN:08616830)

 

Place: Mumbai

Date: April 25, 2024

Annexure – III to the Directors Report

Form No. AOC-2

(Pursuant to Clause (h) of sub-section (3) of Section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014) Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arms length basis:

Tata Teleservices (Maharashtra) Limited ("TTML") has not entered into any contact or arrangement or transaction with related parties that is not at an arms length during financial year 2023-2024.

2. Details of material contracts or arrangement or transactions at arms length basis:

(a) Name of the related party and nature of relationship:

• Tata Teleservices Limited ("TTSL") - Substantial interest in TTML and is a Holding Company

• Tata Communications Limited ("TCL") - is Fellow Subsidiary (b) Nature of contracts / arrangements / transactions: Refer below to Table - A for TTSL and Table – B for TCL.

(c) Duration of the contracts / arrangements / transactions: Refer below to Table - A for TTSL and Table – B for TCL. (d) Salient terms of the contracts or arrangements or transactions including the value, if any: Refer below to Table - A for TTSL and Table – B for TCL.

(e) Date(s) of approval by the Board, if any: Not applicable, since the contract was entered into in the ordinary course of business and at an arms length basis.

(f ) Amount paid in advance, if any: Nil.

Table – A

Nature of contracts arrangements / transactions arrangements / transactions	/ Duration of the contracts /	Salient terms of the contracts or arrangements or transactions including the value, if any
Inter Connect Expenses and	Usage Ongoing / Open Ended Income	TTML enters into interconnection agreement with all operators including TTSL as per licensing conditions.
(Carriage & Termination)		Termination charges are prescribed by TRAI from time to time and are followed by all the telecom operators in India.
		Transaction value - Carriage & Termination Expenses till March 31, 2024 is 18.87 Crores & Termination Income till March 31, 2024, is 0.10 Crores.
Purchase / Sale of Inventory Ongoing / Open Ended / Used assets		Procurement Contract allows needs based purchase/sale of inventory/used assets.
		Transaction Value till March 31, 2024, 7.78 Crores.
Telecommunication Services Ongoing / Open Ended		TTML provides telecommunication services to various entities, including TTSL. Transaction Value till March 31, 2024, 8.60 Crores.
Lease Income & Expenses Recovery	Related Ongoing / Open Ended	TTML has entered into arrangement of lease income & recovery of its related expenses.
Cost Sharing	Ongoing / Open Ended	Transaction value till March 31, 2024, is 4.48 Crores. Sharing of cost towards common resources. Transaction Value till March 31, 2024, 81.58 Crores.
Lease Expense & Expense	Related Ongoing / Open Ended	TTML has entered into arrangement of lease & recovery of its related expense. Transaction Value till March 31, 2024, is 1.31 Crores.
Table – B

 

Nature of contracts arrangements / transactions arrangements / transactions	/ Duration of the contracts /	Salient terms of the contracts or arrangements or transactions including the value, if any
Inter Connect Expenses and	Usage Ongoing / Open Ended Income	TTML enters into interconnection agreement with all operators including TCL as per licensing conditions.
(Carriage & Termination)		Termination charges are prescribed by TRAI from time to time and are followed by all the telecom operators in India.
		Transaction value - Carriage & Termination Expenses till March 31, 2024 is 9.79 Crores & Termination Income till March 31, 2024 is 6.36 Crores.
Purchase / Sale of Inventory Ongoing / Open Ended / Used assets		Procurement Contract allows needs based purchase/sale of inventory/used assets.
		Transaction Value till March 31, 2024, 0.06 Crores.

 

Nature of arrangements / transactions arrangements / transactions	contracts / Duration of the contracts / the value, if any	Salient terms of the contracts or arrangements or transactions including
Telecommunication Services Ongoing / Open Ended	TTML provides telecommunication services to various entities, including TCL.	Transaction Value till March 31, 2024, 66.57 Crores. space / Colocation charges.
Infrastructure Income Ongoing / Open Ended	TTML provides infrastructure sharing to various operators, including TCL for Rack
		Transaction Value till March 31, 2024, is 2.68 Crore.
Synergy SME Business Ongoing / Open Ended partner (Small & Medium Enterprises)	TTML has entered into a Specialization Service Agreement with TCL to manage Small & Medium Enterprises customer.	Transaction Value till March 31, 2024, is 4.39 Crores.
a. Internet line. and and charges	lease Ongoing / Open Ended Lease line Bandwidth expenses Operations maintenances	TTML has entered into arrangement for services as mentioned herein. Transaction Value till March 31, 2024, 46.41 Crores.
b. Hosted	Call Centre services Expenses
c. Synergy	LE Business (Large Enterprises)

For and on behalf of the Board of Directors

A. S. Lakshminarayanan

Chairman

(DIN:08616830)

 

Place: Mumbai

Date: April 25, 2024

Annexure – IV to the Directors Report

The information required under Section 197(12) of the Act read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below: a. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2023-2024:

Non-Executive Directors	Ratio to median remuneration
Hiroo Mirchandani	1.00
Dr. Narendra Damodar Jadhav	1.21
Kumar Ramanathan	1.00
A. S. Lakshminarayanan*	0.09
Ankur Verma	0.17
Srinath Narasimhan**	0.14
Thambiah Elango**	0.07

*Appointed w.e.f. April 24, 2023 **Resigned w.e.f. April 24, 2023

Remuneration paid to the above Non–Executive Directors was by way of sitting fees only. b. The percentage increase in remuneration of each Director, Chief Executive Officer, Manager, Chief Financial Officer, Company Secretary in the financial year 2023-2024:

Directors, Chief Executive Officer, Manager, Chief Financial Officer, and Company Secretary	% Increase in remuneration in the financial year
Harjit Singh – Manager till April 24, 2023, and Managing Director effectiveApril 24, 2023#	Not Applicable
Shinu Mathai - Chief Financial Officer	16.4%
Vrushali Dhamnaskar - Company Secretary	22.9%

#Does not draw any remuneration from the Company c. The percentage increase in the median remuneration of employees in the financial year: 12.6%.

(Increase on Median remuneration has been taken for on-roll employees as on March 31, 2024) d. The number of permanent employees on the payroll of the Company as on March 31, 2024: 385. e. Average percentiles 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 justi_cation thereof and point out, if there are any exceptional circumstances for an increase in the managerial remuneration: The average annual increase for the year was 9.4% in the case of employees other than managerial personnel. f. A_rmation that the remuneration is as per the remuneration policy of the Company: The Company a_rms that the remuneration paid is as per the remuneration policy of the Company.

For and on behalf of the Board of Directors

A. S. Lakshminarayanan

Chairman

(DIN:08616830)

 

Place: Mumbai

Date: April 25, 2024