As on: May 20, 2026 08:51 PM
Dear Members,
Your Directors present the 31 st 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.
FINANCIAL HIGHLIGHTS
The financial highlights of the Company for the financial year ended March 31, 2026, are as follows:
(' in Crores)
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.
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 risktaking (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 decisionmaking, 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), NonExecutive 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 NonIndependent 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 31 st 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 inhouse 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:
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:
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 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 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.
1 Observations
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.
2 Draft Board comments
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.
During the Audit period, the Company has appointed The Board took note of the clarification sought by BSE, to which Company Secretary and Compliance Officer at their the Company has duly responded. The Board has advised the board Meeting held on March 2, 2026 for which the management to strengthen internal monitoring mechanisms to company made intimation to Stock exchange beyond 30 ensure timely dissemination of all material information to the Stock minutes, under Regulation 30 of the Listing Regulations Exchanges in future. for which clarification was sought by BSE Limited to which the Company had duly responded.
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.
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