We have audited the accompanying standalone financial
statements of Tata Communications Limited (the
"Company”), which comprise the Balance sheet as at March
31 2025, the Statement of Profit and Loss, including the
statement of Other Comprehensive Income, the Cash Flow
Statement and the Statement of Changes in Equity for
the year then ended, and notes to the standalone financial
statements, including a summary of material accounting
policies and other explanatory information.

In our opinion and to the best of our information and according
to the explanations given to us, the aforesaid standalone
financial statements give the information required by the
Companies Act, 2013, as amended (the "Act”) in the manner
so required and give a true and fair view in conformity with
the accounting principles generally accepted in India, of the
state of affairs of the Company as at March 31, 2025, its profit
including other comprehensive loss, its cash flows and the
changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements
in accordance with the Standards on Auditing (SAs), as
specified under section 143(10) of the Act. Our responsibilities
under those Standards are further described in the ‘Auditor's
Responsibilities for the Audit of the Standalone Financial
Statements' section of our report. We are independent of
the Company in accordance with the ‘Code of Ethics' issued
by the Institute of Chartered Accountants of India together
with the ethical requirements that are relevant to our audit of
the financial statements under the provisions of the Act and
the Rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and
the Code of Ethics. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide a basis
for our audit opinion on the standalone financial statements.

Emphasis of Matter

As fully discussed in note 46(a)(2)(ii) to the standalone
financial statements for the year ended March 31, 2025,
the Company has received ‘Show Cause-cum Demand
Notices' from Department of Telecommunications (DoT)
towards license fee on its Adjusted Gross Revenue (AGR)
for financial years ranging from FY 2005-06 to 2023-24 and
has disclosed Rs 7,734.12 crores as contingent liability based
on management's assessment of likelihood of the demand
materializing. The Company believes that it has grounds
to defend its above positions based on the independent
legal opinions obtained in this regard; accordingly, no
provision has been made in the accompanying standalone
financial statements.

Our opinion is not modified in this regard.

Key Audit Matters

Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the
standalone financial statements for the financial year ended
March 31, 2025. These matters were addressed in the context
of our audit of the standalone financial statements as a whole,
and in forming our opinion thereon, and we do not provide
a separate opinion on these matters. For each matter below,
our description of how our audit addressed the matter is
provided in that context.

We have determined the matters described below to be the
key audit matters to be communicated in our report. We
have fulfilled the responsibilities described in the Auditor's
responsibilities for the audit of the standalone financial
statements section of our report, including in relation to these
matters. Accordingly, our audit included the performance of
procedures designed to respond to our assessment of the
risks of material misstatement of the standalone financial
statements. The results of our audit procedures, including
the procedures performed to address the matters below,
provide the basis for our audit opinion on the accompanying
standalone financial statements.

Information Other than the Financial Statements
and Auditor’s Report Thereon

The Company's Board of Directors is responsible for the
other information. The other information comprises the
information included in the Annual report, but does not
include the standalone financial statements and our auditor's
report thereon. The Annual report is expected to be made
available to us after the date of this auditor's report.

Our opinion on the standalone financial statements does not
cover the other information and we do not express any form
of assurance conclusion thereon.

In connection with our audit of the standalone financial
statements, our responsibility is to read the other information
and, in doing so, consider whether such other information is
materially inconsistent with the financial statements or our
knowledge obtained in the audit or otherwise appears to be
materially misstated.

Responsibilities of Management for the Standalone
Financial Statements

The Company's Board of Directors is responsible for the
matters stated in section 134(5) of the Act with respect to
the preparation of these standalone financial statements that
give a true and fair view of the financial position, financial
performance including other comprehensive income, cash
flows and changes in equity of the Company in accordance
with the accounting principles generally accepted in India,
including the Indian Accounting Standards (Ind AS) specified
under section 133 of the Act read with the Companies
(Indian Accounting Standards) Rules, 2015, as amended.
This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of
the Act for safeguarding of the assets of the Company and
for preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting policies;
making judgments and estimates that are reasonable and
prudent; and the design, implementation and maintenance
of adequate internal financial controls, that were operating

effectively for ensuring the accuracy and completeness of
the accounting records, relevant to the preparation and
presentation of the standalone financial statements that give
a true and fair view and are free from material misstatement,
whether due to fraud or error.

In preparing the standalone financial statements, management
is responsible for assessing the Company's ability to continue
as a going concern, disclosing, as applicable, matters related
to going concern and using the going concern basis of
accounting unless management either intends to liquidate
the Company or to cease operations, or has no realistic
alternative but to do so.

Those charged with governance are also responsible for
overseeing the Company's financial reporting process.

Auditor’s Responsibilities for the Audit of the
Standalone Financial Statements

Our objectives are to obtain reasonable assurance about
whether the standalone financial statements as a whole
are free from material misstatement, whether due to fraud
or error, and to issue an auditor's report that includes our
opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance
with SAs will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic
decisions of users taken on the basis of these standalone
financial statements.

As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional skepticism
throughout the audit. We also:

• Identify and assess the risks of material misstatement
of the standalone financial statements, whether due
to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis

for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or
the override of internal control.

Obtain an understanding of internal control relevant to the
audit in order to design audit procedures that are appropriate
in the circumstances. Under section 143(3)(i) of the Act, we
are also responsible for expressing our opinion on whether
the Company has adequate internal financial controls with
reference to financial statements in place and the operating
effectiveness of such controls.

• Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting estimates
and related disclosures made by management.

• Conclude on the appropriateness of management's use
of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions
that may cast significant doubt on the Company's
ability to continue as a going concern. If we conclude
that a material uncertainty exists, we are required to
draw attention in our auditor's report to the related
disclosures in the financial statements or, if such
disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained
up to the date of our auditor's report. However, future
events or conditions may cause the Company to cease
to continue as a going concern.

• Evaluate the overall presentation, structure and content
of the standalone financial statements, including the
disclosures, and whether the standalone financial
statements represent the underlying transactions and
events in a manner that achieves fair presentation.

We communicate with those charged with governance
regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including
any significant deficiencies in internal control that we identify
during our audit.

We also provide those charged with governance with a
statement that we have complied with relevant ethical
requirements regarding independence, and to communicate
with them all relationships and other matters that may
reasonably be thought to bear on our independence, and
where applicable, related safeguards.

From the matters communicated with those charged with
governance, we determine those matters that were of
most significance in the audit of the standalone financial
statements for the financial year ended March 31, 2025 and are
therefore the key audit matters. We describe these matters
in our auditor's report unless law or regulation precludes
public disclosure about the matter or when, in extremely

rare circumstances, we determine that a matter should
not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to
outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory
Requirements

1. As required by the Companies (Auditor's Report) Order,
2020 (the "Order”), issued by the Central Government
of India in terms of sub-section (11) of section 143 of
the Act, we give in the "Annexure 1” a statement on the
matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report, to
the extent applicable, that:

(a) We have sought and obtained all the information
and explanations which to the best of our
knowledge and belief were necessary for the
purposes of our audit;

(b) In our opinion, proper books of account as required
by law have been kept by the Company so far as
it appears from our examination of those books
except for the matters stated in the paragraph (i)
(vi) below on reporting under Rule 11(g);

(c) The Balance Sheet, the Statement of Profit and Loss
including the Statement of Other Comprehensive
Income, the Cash Flow Statement and Statement
of Changes in Equity dealt with by this Report are
in agreement with the books of account;

(d) In our opinion, the aforesaid standalone financial
statements comply with the Accounting Standards
specified under Section 133 of the Act, read with
Companies (Indian Accounting Standards) Rules,
2015, as amended;

(e) On the basis of the written representations
received from the directors as on March 31, 2025
taken on record by the Board of Directors, none of
the directors is disqualified as on March 31, 2025
from being appointed as a director in terms of
Section 164 (2) of the Act;

(f) The reservation relating to the maintenance of
accounts and other matters connected therewith
are as stated in the paragraph (i)(vi) below on
reporting under Rule 11(g);

(g) With respect to the adequacy of the internal
financial controls with reference to these
standalone financial statements and the operating
effectiveness of such controls, refer to our separate
Report in "Annexure 2” to this report;

(h) In our opinion, the managerial remuneration for
the year ended March 31, 2025 has been paid
/ provided by the Company to its directors in
accordance with the provisions of section 197 read
with Schedule V to the Act;

(i) With respect to the other matters to be included
in the Auditor's Report in accordance with Rule
11 of the Companies (Audit and Auditors) Rules,
2014, as amended in our opinion and to the
best of our information and according to the
explanations given to us:

i. The Company has disclosed the impact of
pending litigations on its financial position
in its standalone financial statements
- Refer note 46(a) to the standalone
financial statements;

ii. The Company has made provision, as required
under the applicable law or accounting
standards, for material foreseeable losses,
if any, on long-term contracts including
derivative contracts - Refer note 22A to the
standalone financial statements;

iii. There has been no delay in transferring
amounts, required to be transferred, to the
Investor Education and Protection Fund
by the Company;

iv. a) The management has represented that,

to the best of its knowledge and belief,
no funds have been advanced or loaned
or invested (either from borrowed funds
or share premium or any other sources
or kind of funds) by the Company to or
in any other person or entity, including
foreign entities (Intermediaries), with
the understanding, whether recorded
in writing or otherwise, that the
Intermediary shall, whether, directly
or indirectly lend or invest in other
persons or entities identified in any
manner whatsoever by or on behalf of
the Company (Ultimate Beneficiaries) or
provide any guarantee, security or the like
on behalf of the Ultimate Beneficiaries;

b) The management has represented that,
to the best of its knowledge and belief, no
funds have been received by the Company
from any person or entity, including
foreign entities (Funding Parties), with
the understanding, whether recorded in
writing or otherwise, that the Company
shall, whether, directly or indirectly, lend
or invest in other persons or entities
identified in any manner whatsoever
by or on behalf of the Funding Party
(Ultimate Beneficiaries) or provide any
guarantee, security or the like on behalf
of the Ultimate Beneficiaries; and

c) Based on such audit procedures performed
that have been considered reasonable and
appropriate in the circumstances, nothing
has come to our notice that has caused
us to believe that the representations
under sub-clause (a) and (b) contain any
material misstatement.

v. The final dividend paid by the Company during
the year in respect of the same declared for
the previous year is in accordance with section
123 of the Act to the extent it applies to
payment of dividend.

As stated in note 19(c) to the standalone
financial statements, the Board of Directors
of the Company have proposed final dividend
for the year which is subject to the approval
of the members at the ensuing Annual
General Meeting. The dividend declared is in
accordance with section 123 of the Act to the
extent it applies to declaration of dividend; and

vi. Based on our examination which included test
checks, the Company has used accounting
softwares for maintaining its books of
account which has a feature of recording
audit trail (edit log) facility and the same has
operated throughout the year for all relevant
transactions recorded in the software except
that, audit trail feature is not enabled for
certain applications and did not operate
throughout the year for changes made, using
privileged/ administrative access rights for
an application, as described in note 51 to
the standalone financial statements. Further,
during the course of our audit we did not
come across any instance of audit trail feature
being tampered with in respect of accounting
software(s) where the audit trail has been
enabled. Additionally, the audit trail of prior
year has been preserved by the Company
as per the statutory requirements for record
retention to the extent it was enabled and
recorded in the respective years.

For S.R. Batliboi & Associates LLP

Chartered Accountants

ICAI Firm Registration Number: 101049W/E300004

per Hormuz Eruch Master

Partner

Membership Number: 110797

UDIN: 25110797BMOMHQ4015

Place of Signature: Mumbai

Date: April 22, 2025