The dividend on equity shares is subject to approval of the Members at the Annual General Meeting (‘AGM') scheduled to be held on Thursday, July 9, 2026.

The dividend, once approved by the Members, will be paid, subject to deduction of tax at source, on or after Friday, July 10, 2026. If approved, the dividend will result in a cash outflow of ~H499 crore. The dividend on equity shares is 175% of the paid-up value of each share.

The Company has fixed Friday, June 19, 2026 as the ‘Record Date' and will close the Register of Members from Saturday, June 20, 2026 till Tuesday, June 23, 2026 (both days inclusive) for determining entitlement of Members to final dividend for the financial year ended March31, 2026, if approved at the AGM.

Share Capital

As on March31, 2026, the authorised share capital of the Company consisted of 400,000,000 equity shares of H10/- each, and the paid-up equity share capital consisted of 285,000,000 equity shares of H10/- each. During FY 2025-26, the Company has not issued any shares, securities / instruments convertible into equity shares, sweat equity shares or shares with differential voting rights.

The Members, at the 37th AGM, vide special resolution approved ‘Tata Communications Limited - Employee Stock Unit Plan 2023' (‘Plan') to create, offer, issue, grant and allot from time to time, in one or more tranches, up to 30,00,000 (Thirty Lakh)

employee stock units (‘RSUs') to eligible employees of the Company. The Plan has been formulated in accordance with the provisions of the Companies Act, 2013 (‘Act') and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (‘SBEB Regulations'). The Nomination and Remuneration Committee (‘NRC') administers the Plan and functions as the Compensation Committee for the purposes of SBEB Regulations.

Eligible employees shall be granted RSUs, as determined by the NRC, which will vest as per the approved vesting schedule and are exercisable into fully paid-up equity shares of H10/- each of the Company, on the terms and conditions as provided under the Plan, in accordance with the provisions of applicable laws and regulations for the time being in force. During the year under review, 8,01,558 (Eight Lakh One Thousand Five Hundred and Fifty-Eight) RSUs were granted to eligible employees of the Company and its subsidiaries. These RSUs shall vest at the end of the Plan Period i.e., April 30, 2028, subject to fulfillment of defined conditions.

Transfer to Reserves

The Board of Directors has decided to retain the entire amount of profit for financial year 2025-26 in the statement of profit and loss.

Subsidiary and Associate Companies

As on March31, 2026, the Company had 66 subsidiaries and 3 associates. There has been no material change in the nature of business of the subsidiaries.

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

Restructuring and Acquisitions External Restructuring:

• On December 1,2025, Tata Communications (Netherlands) B.V., a wholly-owned subsidiary of the Company acquired 51% stake on a fully diluted basis for a consideration of ~H227 crore, through a combination of purchase of stock from existing shareholders and capital investment in Commotion Inc., an AI SaaS entity incorporated in the United States of America. Commotion Inc., delivers enterprise solutions through its proprietary software.

These offerings will enable Tata Communications to orchestrate intelligent, real-time interactions and streamline engagement across digital touchpoints.

• Pursuant to a Joint Venture Agreement dated February 27, 2026 executed between Tata Communications (Hong Kong) Limited, a wholly-owned indirect subsidiary of the Company and Shanghai Runshengtong Management Consulting Co., Ltd., (‘Local Partner'), a Joint Venture entity viz., TC (Shanghai) Technology Company Limited (‘TC Shanghai'), was incorporated in the People's Republic of China effective March12, 2026. Tata Communications (Hong Kong) Limited and the Local Partner, each, hold 50% of the capital of TC Shanghai.

Internal Restructuring:

During FY 2025-26, your Company has undertaken various

internal restructuring activities in the course of simplifying its

existing layered group structure of subsidiaries, as follows:

1. Tata Communications SVCS Pte. Ltd., a step-down subsidiary of the Company, through an Intra-Group Business Transfer Agreement dated March31, 2025, transferred its entire business to TC Networks Switzerland SA, another step-down subsidiary of the Company, effective April 1, 2025.

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

3. In line with continued focus on portfolio optimisation and prioritising Digital Portfolio, Tata Communications divested its entire stake in NetFoundry Inc., during the year.

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

5. Through an Intra-Group Share Purchase Agreement dated July 31, 2025, the Company acquired the entire equity share capital of its step-down wholly-owned subsidiary - Solutions Infini Technologies (India) Private Limited (‘SI India') from Kaleyra S.p.A., thereby making it a direct wholly-owned subsidiary of the Company.

6. On January 22, 2026, a composite scheme of arrangement for the demerger of SI India's (‘Transferor Company') non-licensed business undertaking into Novamesh Limited (‘Transferee Company') and the subsequent amalgamation of SI India into Tata Communications Collaboration Services Private Limited (‘Surviving Company') (‘Scheme') was approved by the respective boards of directors of all the entities involved in the Scheme. The Transferor Company, Transferee Company and Surviving Company are wholly- owned subsidiaries of the Company. The Scheme has been filed before the Mumbai Bench of the Hon'ble National

Company Law Tribunal pursuant to Sections 230 to 232 and all other applicable provisions of the Act.

Liquidation:

1. MuCoSo B.V., a non-operating wholly-owned indirect subsidiary of the Company domiciled in Netherlands, ceased to exist effective September 16, 2025, on account of winding up and voluntary liquidation.

2. mGAGE SA de CV, a non-operating wholly-owned indirect subsidiary of the Company domiciled in Mexico, ceased to exist effective October 1, 2025, on account of winding up and voluntary liquidation.

3. Campaign Registry, Inc., a non-operating wholly-owned indirect subsidiary of the Company domiciled in Canada, ceased to exist effective January 14, 2026, on account of winding up and voluntary liquidation.

4. BUC Mobile, Inc., a wholly-owned indirect subsidiary of the Company domiciled in Delaware, United States of America, has been voluntarily dissolved with effect from February 16, 2026. The entire assets and assumed liabilities including business contracts and agreements of BUC Mobile Inc., were transferred to Kaleyra US Inc., an indirect subsidiary of the Company, via an Asset Transfer Agreement effective February 1, 2025.

Directors' Responsibility Statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory, cost and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditor and the reviews performed by Management and the relevant Board committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during financial year 2025-26.

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that for the year ended March31, 2026:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

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

iv. They have prepared the annual accounts on a going concern basis;

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

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

Directors and Key Managerial Personnel

• Mr. Sujit Kumar Varma (DIN: 09075212) and Mr. P. Jagdish Rao (DIN: 01991594) were appointed as Additional Directors (Non-Executive, Independent) on the Board of the Company with effect from April 22, 2025 and June 13, 2025, respectively. The Members of the Company at the AGM held on July 9, 2025, approved the appointment of Mr. Sujit Kumar Varma as a Non-Executive, Independent Director of the Company for a term of five consecutive years commencing from April 22, 2025 to April 21, 2030 (both days inclusive) and appointment of Mr. P. Jagdish Rao as a Non-Executive, Independent Director of the Company for a term of five consecutive years commencing from June 13, 2025 to June 12, 2030 (both days inclusive).

• Mr. A. S. Lakshminarayanan (DIN: 08616830) retired as the Managing Director and Chief Executive Officer of the Company on completion of his second term at close of business hours on April 13, 2026. The Board places on record its appreciation for his invaluable contribution to the Company.

• Mr. Ganapathi S. Lakshminarayanan (DIN: 01828104) was appointed as the Managing Director and Chief Executive Officer (Designate) of the Company effective January 21, 2026. Based on the recommendation of the NRC and upon receipt of approval of Ministry of Information and Broadcasting, the Board of Directors appointed Mr. Ganapathi S. Lakshminarayanan as the Managing Director and Chief Executive Officer of the Company effective May 20, 2026 for a period of five years, subject to the approval of the Members. A proposal for his appointment will be placed before the Members for approval at the ensuing AGM scheduled to be held on July 9, 2026.

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

Pursuant to the provisions of Section 149 of the Act and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (‘SEBI Listing Regulations'), the Independent Directors have submitted declarations stating that each of them fulfil the criteria of independence as provided in Section 149(6) of the Act along with rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the

circumstances affecting their status as Independent Directors of the Company. In the opinion of the Board, the Independent Directors are competent, experienced, proficient and possess necessary expertise and integrity to discharge their duties and functions as Independent Directors. The Independent Directors of the Company have registered their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

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

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. N. Ganapathy Subramaniam (DIN: 07006215) retires by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than receipt of sitting fees, commission, reimbursement of expenses incurred by them for the purpose of attending meetings of the Board and its committees or other Company events and any other transactions as approved by the Audit Committee or the Board which are disclosed under the Notes to Accounts. For more details about the directors, please refer to the Corporate Governance Report.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel (‘KMP') of the Company as on March31, 2026 are:

• Mr. A. S. Lakshminarayanan - Managing Director & Chief Executive Officer;

• Mr. Kabir Ahmed Shakir - Chief Financial Officer;

• Mr. Zubin Adil Patel - Company Secretary & Head Compliance.

Below mentioned are changes to KMPs subsequent to the end of the financial year:

• Mr. A. S. Lakshminarayanan ceased to be Managing Director & CEO of the Company on his superannuation from the Company effective close of business hours on April 13, 2026.

• Based on the recommendation of the NRC, the Board of Directors, appointed Mr. Ganapathi S. Lakshminarayanan as the Managing Director and Chief Executive Officer with effect from May 20, 2026.

• Mr. Kabir Ahmed Shakir tendered his resignation as the Chief Financial Officer of the Company with effect from the close of business hours on April 30, 2026.

• Based on the recommendation of the NRC and approval of the Audit Committee, the Board of Directors, appointed Mr. Siddhartha Mundra as the Chief Financial Officer with effect from May 1, 2026.

Number of Meetings of the Board

Eight Board meetings were held during FY 2025-26. For details on meetings of the Board, please refer to the Corporate Governance Report, which is a part of this Report.

Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, performance of Board committees and that of individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the Board, its committees and individual directors was evaluated by the Board after seeking inputs from all directors on the basis of criteria established on the Guidance Note on Board Evaluation issued by SEBI on January 5, 2017, such as the board / committee composition and structure, effectiveness of board processes / committee meetings, information and functioning, etc.

In a separate meeting of the Independent Directors, performance of Non-Independent Directors and the Board as a whole was evaluated, taking into account the views of the Executive Director and Non-Executive Directors. Separate discussions were also held by the Chairperson of the NRC with each of the Non-Independent Directors.

The Board and the NRC reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the Board and committee meetings, like preparedness on issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In the Board meeting that followed the meeting of the Independent Directors and the meeting of the NRC, the performance of the Board, its committees, and individual directors was discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

Policy on Director's Appointment and Remuneration and other details

Internal Financial Control Systems and their adequacy

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

Audit Committee

Details of the Audit Committee, including its composition, terms of reference, attendance, etc., are included in the Corporate Governance Report, which is a part of this Report.

The Board has accepted all recommendations of the Audit Committee and hence, there is no further explanation to be provided for in this Report.

Vigil Mechanism

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

Statutory Auditor

At the 36th AGM held on June 29, 2022, the Members approved re-appointment of M/s. S.R. Batliboi & Associates LLP, Chartered Accountants (Firm Registration No. 101049W / E300004) as Statutory Auditor of the Company to hold office for a second term of five consecutive years from the conclusion of the 36th AGM till the conclusion of the 41st AGM to be held in the year 2027.

Based on the recommendation of the Audit Committee, the Board of Directors at its meeting held on April 22, 2026 has recommended appointment of Deloitte Haskins & Sells Chartered Accountants LLP, Chartered Accountants (ICAI Firm Registration No. 117364W / W100739), as the Statutory Auditor of the Company, for a term of five consecutive years, from the conclusion of the 41st AGM of the Company to be held in the year 2027 till the conclusion of the 46th AGM to be held in the year 2032. The proposed appointment will be placed before the Members for their approval at the 41st AGM to be held in the year 2027.

Statutory Auditor's Report

The Statutory Auditor's Report for FY 2025-26 does not contain any qualifications, reservations, adverse remarks or disclaimers.

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

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24(A) of the SEBI Listing Regulations, as amended, the Company has appointed M/s. Parikh & Associates, Company Secretaries (Firm Registration No.: P1988MH009800) as the Secretarial Auditor of the Company, for a term of five consecutive years commencing from FY 2025-26.

Secretarial Auditor's Report

The report of the Secretarial Auditor in Form MR-3 for the financial year ended March31, 2026 is attached to this Report. The Secretarial Audit Report does not contain any qualifications, reservations, adverse remarks or disclaimers.

Cost Auditor

As per Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended, the Company is required to prepare and maintain cost records and have the cost records audited by a Cost Accountant and accordingly, it has prepared and maintained such cost accounts and records. The Board, on the recommendation of the Audit Committee, appointed Ms. Ketki D. Visariya, Cost Accountant (Firm Registration No. 102266) as the Cost Auditor of the Company for FY 2026-27 under Section 148 and all other applicable provisions of the Act. Ms. Visariya has confirmed that she is free from disqualification specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Act and that her appointment meets the requirements of Section 141(3)(g) of the Act. She has further confirmed her independent status and an arm's length relationship with the Company.

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

Risk Management

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

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

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

Particulars of Loans, Guarantees or Investments under Section 186 of the Act

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

Related Party Transactions

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a policy on Related

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

None of the transactions with related parties falls under the scope of Section 188(1) of the Act. There have been no materially significant related party transactions between the Company and its subsidiaries, directors, KMPs, or the relatives of directors and KMPs, except for those disclosed in the financial statements. Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act along with the justification for entering into such a contract or arrangement in Form AOC-2, does not form part of the Board's Report.

Corporate Social Responsibility

Annual Return

Particulars of Employees

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

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company and percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer and Company Secretary for the FY 2025-26:

*While calculating the ratio for Non-Executive Directors, both, commission and sitting fees paid have been taken into consideration. increase in remuneration was 10.00% for FY 2025-26 and ‘Not Applicable' for FY 2026-27.

@Increase in remuneration was 4.50% for FY 2025-26 and ‘Not Applicable' for FY 2026-27.

'Increase in remuneration was 12.90% for FY 2025-26 and 10.00% for FY 2026-27.

1As per a Tata Group directive, in case an executive who is in employment of a Tata Company and is receiving salary as an employee is appointed as a Non-Executive Director (‘NE') on any Tata Company, such NE would not accept any commission. The ratio of median to remuneration is not comparable in this case and hence, not stated.

2Ms. Sangeeta Anand was appointed on September 5, 2024. Since remuneration paid to her in FY2024-25 was only for part of the year, increase in remuneration is not comparable and hence, not stated.

3Mr. Sujit Kumar Varma and Mr. P. Jagdish Rao were appointed with effect from April 22, 2025 and June 13, 2025, respectively, and hence, remuneration is not comparable.

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

5.1%

. The number of permanent employees on the rolls of Company: 6,046 employees as on March31, 2026

. Average percentile increase already made in the salaries of employees, other than the managerial personnel

in the last financial year, and its comparison with the percentile increase in the managerial remuneration and justification thereof:

During the course of the year, the total average increase was approximately 7.2% for employees based in India, after accounting for promotions and other event-based compensation revisions. The increase in managerial remuneration for the year was 7.4%.

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

The Company affirms that the remuneration is as per the Remuneration Policy of the Company.

Disclosure Requirements

As per SEBI Listing Regulations, the Corporate Governance Report along with the Auditors' Certificate thereon, and the Management Discussion and Analysis Report forms part of this Report.

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

Deposits from the Public

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

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

The Company continues to adopt and utilise the latest technologies to improve the efficiency and effectiveness of its business operations.

Energy Conservation

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