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Tata Teleservices (Maharashtra) Ltd.

Directors Report

NSE: TTMLEQ BSE: 532371ISIN: INE517B01013INDUSTRY: Telecom Services

BSE   Rs 44.12   Open: 43.62   Today's Range 43.40
44.80
 
NSE
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+0.72 (+ 1.62 %)
+0.51 (+ 1.16 %) Prev Close: 43.61 52 Week Range 30.12
81.16
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 8662.28 Cr. P/BV -0.44 Book Value (Rs.) -101.77
52 Week High/Low (Rs.) 81/31 FV/ML 10/1 P/E(X) 0.00
Bookclosure 28/09/2018 EPS (Rs.) 0.00 Div Yield (%) 0.00
Year End :2026-03 

Your Directors present the 31st 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 31,2026, and other
accompanying reports, notes and certificates.

COMPANY OVERVIEW

The Company, equipped with Unified 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"
("TTBS"), the Company provides Smart Digital Solutions tailored
to meet the needs of businesses across the country. Solutions
include Connectivity, Business Communications, Security,
Marketing and Managed Services. Our commitment to offering
best-in-class customer support ensures that businesses
experience exceptional service throughout their journey.
The Company is committed to being a reliable partner in its
customers' digital transformation, aiming to unlock their full
potential by democratising technology, ensuring it is both
accessible and affordable.

FINANCIAL HIGHLIGHTS

The financial highlights of the Company for the financial year ended March 31, 2026, are as follows:

Particulars

2025-2026

2024-2025

Total Income

1,167.76

1,316.14

Expenditure

542.82

737.26

Earnings before Interest, Tax, Depreciation and Amortisation (EBITDA)

624.94

578.88

Finance & Treasury Charges

1,353.36

1,686.27

Depreciation and Amortisation expenses

141.83

167.93

Profit/(Loss) before Exceptional Items and Tax

(870.25)

(1,275.32)

Exceptional Items

654.95

-

Profit/(Loss) after Tax

(215.30)

(1,275.32)

Other Comprehensive Income/(Loss)

2.68

(1.46)

Total Comprehensive Loss for the Year

(212.62)

(1,276.78)

DIVIDEND AND APPROPRIATIONS

In view of the accumulated losses and losses during the financial
year 2025-2026, 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 Company's website at
https://
www.tatatelebusiness.com/policies-ttml/

TRANSFER TO RESERVES

During the financial year ended March 31, 2026, the Company
does not propose to transfer any amount to any reserves.

CHANGES IN THE NATURE OF BUSINESS ACTIVITIES

During the financial year ended March 31, 2026, there has been
no change in the nature of business activities of the Company.

CHANGES IN THE SHARE CAPITAL

SECURITIES

a. Buy-back of securities

The Company has not bought back any of its securities
during the financial year ended March 31, 2026.

b. Issue of Bonus shares

The Company has not issued any bonus shares during the
financial year ended March 31, 2026.

c. Issue of sweat equity shares

The Company has not issued any sweat equity shares during
the financial year ended March 31,2026.

d. Issue of shares with differential rights

The Company has not issued any shares with differential
voting rights during the financial year ended March 31,2026.

e. Issue of employee stock option schemes:

The Company has not issued any shares of the Company
pursuant to employee stock option scheme during the
financial year ended March 31, 2026.

Further, the disclosure in respect to voting rights not
exercised directly by the employees in respect of shares
to which a scheme for provision of money for purchase
of, or subscription for, shares by employees or by trustees
for the benefit of employees applies is not applicable to
the Company.

COMPANY INITIATIVES

A. Customer Centric Initiatives

The Company continued to enhance Customer Experience
through the introduction of new-age digital platforms that
enable seamless and effortless interactions for customers.
Key initiatives include:

Scaled the Humanoid BOT, an AI/ML-powered
innovation now handling welcome, cloud, and health
check calls with human-like precision, laying the
foundation for an AI-driven inbound contact centre.

Expanded eBonding capabilities beyond telecom, by

successfully onboarding partnerships such as Nuvama
Wealth, demonstrating the platform's scalability
across industries.

Service Impact Analysis [SIA] platform integrated
[Supported by Fault Management System [FMS)]
with Customer Relationship Management [CRM]

tool to create First-Level Information Access, providing
real-time customer and network insights on a single
interface, significantly improving resolution time and
operational efficiency.

Enhanced the iManage platform with AI/ML-based
cross-sell and upgrade recommendations, integrated
MRTG analytics, and simplified access to past invoices,
strengthening transparency and elevating the customer
self-service experience.

Unified Front-End and Back-End Technical Helpdesks

into a single contact centre, streamlining support
processes, accelerating issue resolution, and improving
overall service efficiency.

Launched the Service Recovery Desk, integrating
QRC, Billing, and Installation under a unified framework
to drive structured root cause analysis (RCA), process
improvements, and higher customer satisfaction.

The Company's Customer Service initiatives have been
awarded with multiple recognitions across industry forums.

B. Product Initiatives

The Company provides Smart Digital Solutions tailored
to meet the needs of businesses. Solutions include
Connectivity, Business Communications, Security,
Marketing, and Managed Services. The Company's primary
focus is to enable Small & Medium Enterprises (SMEs), with

digital solutions to expand reach, streamline operations,
and enhance customer as well as employee experiences.
Strategic collaborations with global technology leaders
have enhanced the Company's portfolio ensuring
businesses access solutions that address unique challenges.
These solutions empower SMEs to confidently connect,
collaborate, and transform. These solutions help businesses
strengthen their digital foundation and empower them to
be future-ready.

Network as a Service (NaaS): One Plan, One Bill, One
Dashboard

A unified managed solution that combines connectivity,
zero-trust security, Wi-Fi 6, SD-WAN, and SASE into a
single, subscription-based model to simplify network
management. It delivers secure, stable connectivity
with ILL, an on-premises firewall, cloud DNS filtering,
DDoS protection, and dual last-mile connectivity for
high availability.

Secured ILL: Built-In Perimeter Security for Compliant
Connectivity

A comprehensive networking and security solution that
bundles an ILL with a fully managed, next-generation
firewall to deliver enterprise-grade security, network
resilience, and compliance readiness, without requiring
changes to existing IT infrastructure. Delivered as a bundled
OpEx model, Secured ILL helps businesses stay protected,
compliant, and operationally efficient.

1600 Number Series: Enables Trusted, Compliant Calls

The 1600 Number Series is a TRAI-mandated call identity
number series used exclusively for service and transactional
outbound calls by regulated entities. It improves call
acceptance by clearly distinguishing legitimate service calls,
reduces fraud through verified call identity, and strengthens
trust with clear, recognisable 1600 service numbers.

C. Customer Engagement Initiatives

To strengthen our connection with customers and foster
long-term relationships, we continued to engage through
Tech Workshops and Do Big Forums. These initiatives were
designed to share industry insights, address evolving
business challenges, and inspire innovation through
technology-led solutions.

The Company partnered with leading OEMs to host focused
knowledge-sharing sessions, enabling customers to gain
access to best practices and emerging trends.

These engagements reinforced our commitment to
empowering customers, building trust, and driving
collaborative growth and expanded our market presence
contributing to steady, sustainable growth.

D. HR Initiatives
(1) Life @TTBS

a) Strengthening the culture of recognition

• Our employee recognition program, Encore,
continues to foster a culture of appreciation and

high performance by recognising contributions
and behaviours aligned with our core values of
Faster, Simpler and Closer.

• Encore rewards behaviours that drive business
impact, innovation, collaboration, customer
focus, responsible risk-taking, and peer-to-peer
recognition. It enables continuous recognition
through multiple touchpoints, including team
meetings, regional and national town halls, and
milestone celebrations.

• To embed appreciation in everyday work, a
'Monthly Recognition Hour' encourages peer
recognition, while 'digital nudges' prompt leaders
to acknowledge team efforts consistently.

• During the year, the organisation conferred over
416 monetary awards and 532 non-monetary
awards, recognising 243 and 262 unique
employees respectively.

• This included awards for positive performance
impact (382), innovation and cross-functional
collaboration (34), ownership and calculated risk¬
taking (85), and peer-to-peer recognition for FSC
behaviours (447).

• Looking ahead, Encore is being strengthened with
enhanced digital features for smoother employee
experience, clearer differentiation between
various performance levels, and expanded
award categories that better reflect diverse
contributions across the organisation. Together,
these changes aim to increase participation and
visibility while reinforcing a culture of consistent,
meaningful recognition.

b) Nurturing innovation across the organisation

• Innovation is integral to our culture, embedded
in how we think, work, and deliver value. We
continuously identify opportunities across
products, customer lifecycle, processes, and
customer experience journeys.

• Employees are encouraged to take calculated risks,
experiment responsibly, and innovate without fear
of failure, supporting continuous improvement in
decision-making and execution.

• This mindset is institutionalised through Do
Big iHub, our internal platform where strategic
challenges are crowdsourced and employees
contribute solutions.

• We also participate in Tata Group platforms such
as Tata InnoVista and Tata Innofuze, enabling
innovation showcase and mentorship opportunities.

• Our internal initiative, Xplore Sprints, promotes
experimentation through curated 'bubble
assignments,' bringing cross-functional teams
together to generate insights and solutions

for priority themes. Outcomes are shared and
recognised at national town halls.

• Together, these initiatives foster an environment of
innovation, learning, and collaboration, supporting
long-term growth and transformation.

c) Culture of wellbeing among employees

• Employee wellbeing is supported through a
comprehensive health insurance scheme and
access to a visiting doctor facility.

• Under the Employee Assistance Program
(SaBal), employees have access to confidential
counselling resources.

• Sessions on physical and mental wellbeing
are regularly conducted in both online and
offline formats.

• Employees are provided with composite leave to
support rest and recuperation when needed.

• Select offices are equipped with gym facilities to
encourage regular physical fitness.

• The organisation promotes active lifestyles
through participation in group-level marathons.

• Initiatives such as Sports Day, Family Day, and
Stepathons are organised across regions to
foster wellbeing, camaraderie, and a culture of
holistic health.

d) Engagement, connect & celebrations

• Employee engagement is driven through a
collaborative culture and strong leadership connects.

• Initiatives such as Yoga Day, Sports Day, Family Day,
Stepathon, Women's Day, IT Professionals' Day, and
festival celebrations were conducted throughout
the financial year under review.

• Teamwork is strengthened through cross-functional
projects, reviews, and synergy circles that bring
teams together to address business priorities.

• To enhance communication and transparency,
we conduct employee townhalls, regional and
business all-hands calls, leadership connects, skip-
level meetings, and HR connects.

• Employee Engagement Score remains a key
organisational KPI, with structured action planning
to improve performance and employee satisfaction.

e) Culture of performance rooted in organisational

values

• At TTBS, the Performance Management System
(PMS) reinforces organisational values and
behaviours that underpin sustainable performance.
The updated PMS aligns business outcomes with
the behaviours that drive them, embedding our
core values of
Faster, Simpler, and Closer.

• Behavioural expectations are integrated across
goal setting, coaching, and performance reviews,
ensuring consistency across roles and levels.

• Quarterly coaching conversations are encouraged
to enable timely realignment of goals in response to
evolving business priorities, while fostering future-
focused skill development and continuous growth.

• The refreshed PMS emphasises simplification,
role clarity, continuous development, and
future skills readiness, enabling meaningful
performance discussions and strengthening
leadership effectiveness.

• Overall, the PMS supports long-term business
performance, employee development, and
organisational sustainability.

• Additionally, the Occupational Personality
Questionnaire (OPQ) is used in hiring to assess
candidates' behavioural preferences and alignment
with role requirements and organisational values,
enabling more objective decision-making.

f) Women Development Program

In partnership with the Tata Group, a mid-management

women's development program, AspireHer, was

launched with the objectives of:

i. Identifying and nurturing women talent for
leadership roles.

ii. Strengthening gender diversity in critical roles.

iii. Fostering inclusion and becoming an employer
of choice for women.

• The 10-month program was designed based on
organisational priorities and included an assessment
and development centre to help participants identify
strengths and development areas aligned with
career aspirations.

• Key components included:

i. Learning interventions covering Business &
Strategy, Innovation, Leadership, Sustainability,
and Generative AI

ii. Company immersions at Indian Hotels and Tata
Autocomp to experience customer-centricity,
innovation, and data-led decision-making

iii. Cross-functional projects with mentors aligned
to career aspirations

• The program also included ONEderful Cafe, an
intervention for 100 people managers focused on
building inclusive and psychologically safe teams
and addressing conscious and unconscious biases.

With a continued focus on enhancing
organisational diversity, we have partnered

with HerKey, a specialist diversity hiring firm, for
select roles. In parallel, we are also strengthening
diversity representation through our campus
hiring initiatives.

(2) BUILDING FUTURE SKILLS READINESS

TTBS provides employees access to e-learning platforms,
enabling them to build capabilities in areas such as
Generative AI, Cloud, Cybersecurity, Data Analytics, Industry
Selling, and Project Management.

a) Organisational Culture Training

• As part of the people strategy, the organisation
strengthened middle-management capability
through the People-Manager Academy.

• A structured First Line Manager Program
was delivered for 18 managers, enhancing
frontline leadership effectiveness and decision¬
making, while an organisation-wide Leadership
Development Program for 20 Deputy General
Managers facilitated by external experts, reinforced
enterprise leadership capability and consistency
across regions.

b) Digital Learning

• Employees leveraged digital platforms to pursue
OEM-aligned certifications in Cloud, Security, and
Artificial Intelligence, aligned with TTL's strategic
partnerships. A total of 17 Microsoft certifications
were completed.

• To accelerate digital maturity, the AI for All initiative
was rolled out, with 105 employees completing the
program and building capabilities in AI literacy,
prompt engineering, automation, and ethical AI.

• An Agentic AI workshop for Marketing and CX teams
focused on value creation, helping 9 participants
move from basic generative AI use to deploying
agentic AI for stronger customer engagement and
campaign effectiveness, while building practical
skills in AI-driven workflows and decision support.

• Courses focused on key areas such as Artificial
Intelligence, Cloud Computing, Data Analytics,
Product Management, Customer Experience, Agile,
and Cybersecurity.

• Overall, employees completed 721 courses
through COSMOS LMS and Digital Learning
Experience Platforms (LinkedIn Learning, Skillsoft,
Udemy, HMM Spark, and Coursera), engaging 157
unique learners.

HOLDING COMPANY

Pursuant to the provisions of the Companies Act, 2013 (the "Act"),
Tata Teleservices Limited ("TTSL") is the holding company and
Tata Sons Private Limited is the ultimate holding company 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, associate or joint
venture companies 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 the
Management and the relevant Board Committees, including the
Audit Committee, the Board is of the opinion that the Company's
internal financial controls were adequate and effective during 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,
confirm that:

1. in the preparation of the annual financial statements
for the year ended March 31, 2026, 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 affairs of the Company at the end of
the financial year ended March 31, 2026, and of the loss of
the Company for that period;

3. they have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of
the Company and for preventing and detecting fraud and
other irregularities;

4. they have prepared the annual financial statements on a
going-concern basis;

5. they have laid down internal financial controls to be
followed by the Company and that such internal financial
controls are adequate and are operating effectively;

6. they have devised systems to ensure compliance with the
provisions of all applicable laws and that such systems are
adequate and operating effectively.

CORPORATE STRUCTURE - DIRECTORS AND KEY
MANAGERIAL PERSONNEL

BOARD OF DIRECTORS, MEETINGS, AND ITS COMMITTEES

As of March 31, 2026, the Board of Directors is comprised of 6
(six) Directors. Of the 6 (six) Directors, 5 (five) are 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 have affirmed compliance with the Code of
Conduct for the financial year 2025-2026, and the declaration in
this respect appears elsewhere in the Annual Report.

RESIGNATIONS AND APPOINTMENTS

During the year under review,

• Effective August 7, 2025, Ankur Verma (DIN : 07972892), Non¬
Executive Non-Independent Director, resigned from the
office of Director of the Company on account of his other
commitments. The Board placed on record its appreciation
for the significant contributions made by him during his long
association with the Company.

• Nalin Rana (DIN : 11211374), on the recommendation of the
Nomination and Remuneration Committee, was appointed as
an Additional Director in the category of Non-Executive Non¬
Independent Director by the Board with effect from August
7, 2025. The appointment of Nalin Rana as a Non-Executive
Non-Independent Director was approved by the Members by
postal ballot on October 26, 2025.

DIRECTOR RETIRING BY ROTATION

In accordance with the relevant provisions of the Act and in
terms of the Articles of Association of the Company, Harjit Singh
(DIN : 09416905) 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 Harjit Singh form
part of the Notice convening the 31st AGM.

INDEPENDENT DIRECTORS

All the Independent Directors of the Company have submitted
declarations confirming that they meet the criteria of
'independence' as prescribed under Section 149(4) of the Act,
and that there has been no change in the circumstances affecting
their status as Independent Directors.

KEY MANAGERIAL PERSONNEL

Vrushali Dhamnaskar resigned from the post of Company
Secretary and Key Managerial Personnel of the Company from
the close of business hours of December 13, 2025.

Amit Gupta was appointed as Company Secretary and Key
Managerial Personnel of the Company with effect from March
2, 2026.

There were no other changes in the Key Managerial Personnel of
the Company during the year under review.

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 forms part of this Report.

BOARD EVALUATION

The Board of Directors carried out an annual evaluation of its
performance, the 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 five based on the following criteria:

a) Criteria for Board performance evaluation include a
degree of fulfilment of key responsibilities, Board structure
and composition, establishment, and delineation of
responsibilities to Committees, the effectiveness of Board
processes, information and functioning, Board culture and
dynamics, and quality of the relationship between the
Board and the Management.

b) Criteria for Committee performance evaluation include the
degree of fulfilment of key responsibilities, the adequacy
of Committee Composition, the effectiveness of meetings,
committee dynamics, and quality of the Relationship of the
Committee with the Board, and the management.

c) Criteria for performance evaluation of individual Directors
include fulfilment of the independence criteria as specified
in the Listing Regulations and their independence from
the Management, Attendance, Contribution at meetings,
guidance, and support for Management outside Board/
Committee meetings.

Kumar Ramanathan, Chairman of the Nomination and
Remuneration Committee ("NRC"), was nominated to conduct
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, the performance
of Non-Independent Directors and the performance of the Board
were evaluated. Additionally, the views of the Non-Executive
Directors and an 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 the 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-defined and practised Environment,
Health and Safety ("EHS") policy in place. The Company's EHS
Policy comprises guidelines and standardised practices, based
on robust processes. It advocates proactively improving its
management systems to minimise health and safety hazards,
thereby ensuring compliance in all operational activities.

To minimise and mitigate risks related to fire safety and physical
security, the Company has taken up various safety initiatives
that include:

• ISO 45001:2018 & ISO 14001:2015 Certification for TTL
Pune office.

• Recertification Audit for ISO 45001:2018 & 14001:2015 for
Turbhe (the Company) completed by the audit agency
recommending continuation of Certification for FY27.

• Obtained Zero Waste to Landfill (ZWTL) certification for the
Pune and Mumbai locations, supporting sustainability goals
and strengthening environmental compliance initiatives.

• First aid and fire safety web-based training including Building
and Office Evacuation, CPR-Cardiopulmonary Resuscitation,
Building evacuation and Fire Safety Awareness for all on-
roll employees.

• Presentation-based awareness sessions for off-roll /
field employees.

• Defensive driving training is conducted for cab drivers.

• Conducted Women's Self-Defence Workshops across two
major locations i.e., Pune and Mumbai - promoting safety
awareness and empowerment to our female colleagues.

• Behaviour-Based Safety (BBS) Virtual Training Session has been
conducted for employees.

• Dissemination of employee safety awareness through safety
awareness week, emails, SMS, videos (Do's and Don'ts)
and quizzes.

• Engagement with Regional Safety Officers (RSOs) during
monthly safety meetings.

• Physical audit of offices and network sites through an in¬
house team.

• Emergency mock fire drills.

• Introduction of Work Permit Process, Toolbox Talk &
LOTO implementation.

• Environment, Health & Safety Committee meetings at
corporate levels on quarterly basis.

• Implementation of Digital Visitor Management process across
critical office locations in Phase-I.

• Audit of HIRA (Hazardous Identification & Risk Assessment) &
taking corrective action thereon.

• Safety Benchmarking exercise within and outside
Group Companies.

• Regular safety review meeting is being conducted with 2 new
Network Business partners.

The overall completion status of web-based Safety and Health
training for all on-roll employees as of March 31, 2026, 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 qualifications, positive attributes and
independence of a Director and the Policy on the remuneration
of Directors, Key Managerial Personnel and other employees, are
at
Annexure - IA and Annexure - IB and form part of this Report.

Further, remuneration policy is available on the Company's
website at
https://www.tatatelebusiness.com/policies-ttml/.

RISK MANAGEMENT

Pursuant to Regulation 21 of the Listing Regulations, the Board of
Directors of the Company have constituted a Risk Management
Committee, to frame, implement and monitor the risk
management plan for the Company. The Committee comprises
of two Independent Directors and the Managing Director.

The Company has framed the Risk Management Policy to
manage the risks included in all the activities of the Company by
proactively mitigating adversities.

The scope of the 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. Businesses
and functions systematically manage major risks through
continuous mitigation actions. The risk management framework,
explained in the Management Discussion and Analysis section
of this Report, identifies risks that could potentially threaten the
Company's existence or impact operations.

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 Company's 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
Annexure - II to this Report.
The CSR policy of the Company is available on the Company's
website at
https://www.tatatelebusiness.com/policies-ttml/.

Pursuant to the provisions of Section 135 of the Act, the Company
is not required to constitute a CSR Committee as it has been
incurring losses continuously for more than three financial years.

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 Company's 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 with:

a. TTSL for an aggregate value of ' 200 Crores (Rupees Two
Hundred Crores Only) per annum and
' 20,000 Crores
(Rupees Twenty Thousand Crores) for availing / accepting
ICDs; and

b. Tata Communications Limited for an aggregate value of
' 235 Crores (Rupees Two Hundred Thirty-Five Crores Only)
per annum which is valid till the forthcoming AGM.

Fresh resolutions have been included for your approval covering
period till AGM to be held in 2027.

The details of transactions with related parties as per Form AOC-2
are provided in
Annexure - III of this Report.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

The Company falls within the scope of the definition of
"infrastructure company" as provided in the Act. Accordingly,
the Company is exempted from the provisions of Section 186 of
the Act with regard to loans made, guarantees given or security
provided by the Company. Additionally, the Company has not
made any investment in the securities of other corporate bodies
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 (the "POSH
Act") 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 the right direction
in case of any reported incidence of sexual harassment across the
Company's offices and take appropriate decisions in resolving
such issues.

Further, the Company has complied with provisions relating
to the constitution of the Internal Complaints Committee as
required under the said POSH Act.

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

MATERNITY BENEFITS ACT, 1961

The Company is fully compliant with all applicable provisions of
the Maternity Benefits Act, 1961, including any amendments and
rules framed thereunder.

REGISTRAR AND SHARE TRANSFER AGENT

The shareholders of the Company can avail the services of
Depository Participants registered with National Securities
Depository Limited and Central Depository Services (India)
Limited, by quoting ISIN: INE517B01013. The Company has
appointed MUFG Intime India Private Limited as its Registrar and
Transfer Agent (RTA) to facilitate dematerialisation, share transfer,
and other related services.

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

Nil, during the year under review.

DETAILS OF THE DIFFERENCE BETWEEN THE AMOUNT
OF THE VALUATION DONE AT THE TIME OF ONE-TIME
SETTLEMENT AND THE VALUATION DONE WHILE
TAKING A 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, forms part of this Report. Pursuant to
Section 136(1) of the Act, this report is being sent to the Members
of the Company, excluding the aforesaid information. However,
a copy of this statement may be obtained by the Members by
writing to the Company Secretary at
investor.relations@tatatel.
co.in
.

GENDER-WISE COMPOSITION OF EMPLOYEES

The total employee count as on March 31,2026, is 396 employees.
The gender-wise employee strength of the Company as on March
31,2026, is as under:

Male Employees:

341

Female Employees:

55

Transgender Employees:

0

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 Company's Core locations and other
network equipment. The Company regularly reviews
power consumption patterns across its network and
has implemented Smart Rack Solution & Free Cooling
Unit green initiative in order to optimise power
consumption, which resulted in substantive cost
savings and reduction of carbon footprint. Some of
the major optimisation projects undertaken during
the year are:

• Network Optimisation: 86 Tx Network Node
locations switched off post network re-architecture
and optimisation.

• Total space surrendered - 15,800 Sq Ft. (Network
leased locations space surrender).

b. The Green initiative & Network Optimisation project
on energy conservation has resulted in a reduction of
0.93 Million units of energy consumption and a carbon
foot-print reduction of 1098 TCO2 for the financial year
2025-2026.

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

The Company have initiated the adoption of renewable
Green Energy at 4 Major Network locations. Special
purpose vehicle created under "OPEN access initiative" and
agreement signed with M/S Prabhat Renewable Energy
& Agro Ltd. The project is under execution stage. Green
energy supply expected in FY27.

(iii) Capital Investment on Energy Conservation
Equipment:

A power purchase agreement (PPA) has been signed.
Further, the Company has invested
' 1.18 Crores in Group
Captive Open Access for purchasing of solar power. Project
is under implementation. In addition, the Company has also
invested
' 5.02 Crores for replacing old DG sets with efficient
DG sets as per CPCB IV guidelines issued by Maharashtra
Pollution control board.

(B) Technology absorption:

The Company have initiated the following new technologies
for energy conservation.

• Smart Rack - A self-contained unit that provides cooling
to telecom equipment.

• Free Cooling Unit (FCU) - Utilises naturally cool outdoor
air to cool the equipment room.

• CPCB Stage IV DG Set (Eco Friendly) - Reduce Air
Pollution & help to preserve environmental health. This is
in line with the directions and circulars issued by various
Pollution control boards and CAQI.

(C) Foreign Exchange Earnings and Outgo:

Particulars

2025-2026

2024-2025

Earnings

-

-

Outgo

34.23

8.6

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

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

MATERIAL CHANGES AND 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 of March 31, 2026, is available on the
Company's website at
https://www.tatatelebusiness.com/ttml-
annual-return/

CREDIT RATING

Please refer to the 'Corporate Governance Report' for the 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 five years from the conclusion of
the 27th AGM of the Company held in 2022 until the conclusion
of the 32nd 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 file the cost audit report with the Central
Government within 180 days of the closure of the financial year.

The Board of Directors of your Company have, on the
recommendation of the Audit Committee, approved the
re-appointment and remuneration of M/s. Sanjay Gupta &
Associates, Cost Accountants, as Cost Auditors of the Company
for conducting cost audit for the financial year 2026-2027. A
resolution seeking approval of the Members for ratifying the
remuneration payable to the cost auditors for the financial year
2026-2027 is included in the Notice of the ensuing AGM. Your
Board recommends it for your approval. The Cost Audit Report for
the year ended March 31,2025, has been filed within the due date.

Internal Auditors

The Board have appointed M/s. Ernst & Young LLP, as Internal
Auditors for conducting an internal audit of the Company for the
financial year 2025-2026.

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, 2026. 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 except the following

S.

No.

Observations

Draft Board comments

1

During the audit period, the Company has complied with
the provisions of the Act, Rules, Regulations, Guidelines
and Standards etc. as mentioned above except that
the Company has made a delayed disclosure under
Regulation 23(9) of the Listing Regulations for the period
ended September 30, 2025 while submitting it to National
Stock Exchange (NSE) on October 25, 2025 instead of
October 23, 2025. Consequently, NSE has imposed a fine
of
' 10,000, which has been duly paid by the Company.

The Board notes that despite management's best efforts to comply with
submission to NSE within the stipulated timelines, the delay occurred
due to unforeseen technical issues encountered on the NEAPS portal,
which were beyond the Company's control. The consequential fine of
' 10,000 imposed by NSE has been duly paid by the Company.

The Board reaffirms its commitment to the highest standards of
corporate governance and regulatory compliance and has advised
the management and secretarial department to implement additional
checks and safeguards to ensure strict and timely compliance
going forward.

2

During the Audit period, the Company has appointed
Company Secretary and Compliance Officer at their
board Meeting held on March 2, 2026 for which the
company made intimation to Stock exchange beyond 30
minutes, under Regulation 30 of the Listing Regulations
for which clarification was sought by BSE Limited to which
the Company had duly responded.

The Board took note of the clarification sought by BSE, to which
the Company has duly responded. The Board has advised the
management to strengthen internal monitoring mechanisms to
ensure timely dissemination of all material information to the Stock
Exchanges in future.

STATUTORY AUDITORS' OBSERVATIONS AND
DIRECTORS' COMMENTS

The Statutory Auditors' Report for the financial year ended March
31, 2026, does not contain any qualification, reservation, adverse
remark, or disclaimer.

FRAUDS REPORTED BY THE AUDITORS

The Company's 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 forms part of this Report. A certificate from Price
Waterhouse Chartered Accountants LLP regarding compliance
with conditions of corporate governance as specified 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 and
through which the Company has complied with all applicable
Secretarial Standards.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

As per Regulation 34 of the Listing Regulations, a Business
Responsibility and Sustainability Report is attached and forms
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
Company's 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.

The Directors place on record its deep sense of appreciation
for the commitment, dedication and contributions of all the
employees, which have been instrumental to the Company's
performance during the year.

For and on behalf of the Board of Directors
A. S. Lakshminarayanan

Date: April 23, 2026 Chairman

Place: Mumbai (DIN : 08616830)

 
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