gtl ltd Directors report

Your Directors present their Thirty Fifth Annual Report together with the Audited Financial Statements for the year ended March 31, 2023.

1. STATE OF THE COMPANYS AFFAIRS

FINANCIAL HIGHLIGHTS

( in Crore)

Particulars	FY 2022-23	FY 2021-22
Total Income	192.01	198.36
Profit / (Loss) before Depreciation, Exceptional Items and Tax (PBDT)	(38.93)	(13.34)
Less: Depreciation	4.30	4.44
Profit / (Loss) before Tax and Exceptional Items	(43.22)	(17.78)
Exceptional Items	100.43	449.65
Less: Provision for Taxation	Nil	Nil
Profit / (Loss) After Tax (PAT)	57.20	431.87
Other Comprehensive Income for the year, net of tax	(0.12)	(0.38)
Total Comprehensive Income for the period, net of tax	57.09	431.49
Add: Balance brought forward from the last year	(8,176.02)	(8,607.52)
Loss available for appropriation	(8,118.93)	(8,176.02)
Appropriations:
Recommended for Equity Dividend	Nil	Nil
Dividend Distribution Tax	N.A.	N.A.
Amount transferred to
- General Reserve	Nil	Nil
Balance Carried Forward	(8,118.93)	(8,176.02)

The figures for the previous year / current year have been regrouped / rearranged / recast wherever considered necessary

2. RESULTS OF OPERATIONS

The financial highlights of the Company for the financial year under review are as follows:

Total Income is 192.01 Crores as against 198.36 Crores for the previous financial year.

• Profit/ (Loss) Before Depreciation, Exceptional Items and Tax (PBDT) is (38.93) Crores as against (13.34) Crores for the previous financial year.

• Profit / (Loss) After Tax (PAT) before Exceptional Items is (43.22) Crores as against (17.78) Crores for the previous financial year.

3. OPERATIONS

As reported in the Directors Report of last year and earlier years, on account of the adverse circumstances surrounding the telecom and power sectors, the Companys business and profitability got affected, resulting in admission of the Company into Corporate Debt Restructure ("CDR") in July 2011. As the post CDR developments like cancellation of 122 Nos of 2G licenses by the Supreme Court in February 2012, Cancellation of 20,000 tenancies by Aircel Group in 2014, Suspension of fixed line expansion by BSNL, cancellation of MSEDCL Contract in November 2014 etc. impacted the ability of the Company to service its debts, understanding the reality of the situation, the Company revised its earlier proposal with a one-time settlement proposal for settlement of the dues of all the lenders by monetization of its assets, business divisions and investments.

However the industry itself was going through challenging times on account of (a) unsustainable level of debt (due to exorbitant spectrum prices); (b) Merger / exit of telecom companies in FY 2017-18 (due to intense competition, inability to service the debts and incurring of loss by almost all Companies); (c) Issue of Circular dated February 12, 2018 by RBI inter-alia for withdrawal of CDR and all other restructure Schemes; (d) Upholding of DoT contention on Adjusted Gross Revenue ("AGR") by the Honble Supreme Court vide its orders dated October, 2019, July 2020 & July 2021; and e) Closure / Bankruptcy of many of our customers. These developments resulted in overall set back to the business operations, cash losses, erosion of net worth, deterioration of valuation of assets and litigation to the Company.

Still, the Company continued its efforts to arrive at a settlement, based on the Circulars dated February 2018 / June 2019 of RBI. As a result, as stated in the Directors Report of FY 2019-20, based on the decision in the JLF meeting held on July 5 and 6, 2019, all but one bank executed the Inter Creditor Agreement (ICA), as per new circular of RBI dated June

7, 2019. Thereafter the lenders also discussed the OTS proposal of 694 Crores of the Company in the JLF meeting held on December 9, 2019 and concluded with a request that individual lenders may start the internal approval process immediately and complete the documentation for OTS / NS by December 31, 2019. Subsequent to said OTS / NS proposal, the Company has fully supported the lenders to sell Investments / Properties and also made payments from its revenues, culminating to a recovery of an amount of 891 Crores as on date.

After observing all the above, while the Application filed by one of the lenders before NCLT got dismissed vide its order dated November 18, 2022, the said matter is now pending before the National Company Law Appellate Tribunal ("NCLAT"), on appeal by the said lender. Accordingly, the Management is of the view that subsequent upon final directions of the lenders / NCLAT, it would be in a position to revive the Company and continue its operations.

In the meanwhile, the lenders have sold / in the process of selling the immovable properties of the Company. The Central Bureau of Investigation has filed FIR towards certain charges against the Company. In this connection the Directorate of Enforcement, Mumbai has conducted searches at the offices of the Company. The Company has co-operated and will continue to co-operate and provide appropriate documentation to defend and exonerate itself on merits.

Under the above circumstances, in spite of the Industry launching 5G services and is exploring various opportunities as stated elsewhere in this Report under head ‘Telecom Industry, with only one customer viz. GTL Infrastructure Ltd. ("GIL") (which is also under going similar problems) and the inability of the Company to incur capital expenditure (under the given circumstances) to upgrade and meet the requirement of the developments in the industry, the Company operations are at the minimum level, which can be geared up only on closure of the settlement issues among / with lenders.

4. DEVELOPMENTS

Telecom Industry

After a successful round of 5G auctions in July 2022, October 2022 witnessed the milestone launch of 5G services in the country. The Telcos have successfully set up the networks and rammed up 5G availability and have completed their roll out obligations as mandated by DoT. The year 2022 witnessed the completion of the spectrum auction and offering of automatic upgrade from 4G to 5G to users in their existing data plan, in all important cities. 5G is a game changer for Indian Telecom Industry and will be a major driving force in pushing India towards a digital economy. Owing to its high speed and real time communication it might provide opportunity to generate revenue from enterprises. At the same time, it is connecting the unconnected by bringing fibre, wireless and satellite to villages, for driving digital transformation in rural areas and will also provide positive effects on the countrys socio-economic development in achieving its economic goal. Pan India availability of 5G services is likely to go beyond 2023. Thus, while 4G continues to be the dominant subscription type driving connectivity and fueling data growth, as per OpenSignal Report (tele.net July 2023), India ranks among world leaders in the race for 5G deployment, with 29.9 per cent availability. 5G brings higher bandwidth, lower latency and better wireless connectivity in general and acts as the spring board for growth of various industries and the Indian economy.

Considering the importance of the telecom sector as the backbone of the digital wave, with a view to complement the efforts of the Industry, the Government on its part has taken the following initiatives:

• Union Cabinet has given its nod to a new Telecom Bill 2023, for revamping and modernizing the telecom sector with a comprehensive law encompassing all forms of voice and data communication for addressing the ever-evolving challenges and opportunities in the swiftly expanding telecommunications domain - will replace the out dated three existing acts viz. o The Indian Telegraph Act, 1885, o The Indian Wireless Telegraphy Act, 1933, and o The Telegraph Wires (Unlawful Possession) Act, 1950

• Got the assent of the President of India for the Digital Personal Data Protection Bill 2023.

• Has launched the GatiShakti Sanchar portal for centralized right-of-way (ROW), a common single portal for seeking ROW permissions to lay optical fibre cable and erect mobile towers.

• DoT is planning to conduct next round of 5G spectrum auctions worth about 2.5 trillion at base price in January - February 2024.

• By unveiling a vision document "Bharat 6G" India is now gearing up for the next phase of technological revolution by moving towards 6G.

• Satellite internet will be key to delivering internet services to remote areas which are difficult to cater via broadband or mobile network. TRAI is likely to submit its recommendation to DoT on the method by which spectrum to be awarded in India for broadband from space services.

Challenges of the Telecom Sector

According to Indian Ratings and Research (Ind-Ra), "the accelerated pace of 5G deployment by telecom operators is likely to increase the capex intensity in the next 12 months, and with the 5G services not being offered at a premium, the return on capital employed (RoCE) for telcos may see a limited upside. …… does not foresee broad based tariff hikes materializing in the near to medium term, given the heightened competition ……. Meanwhile, for the telecom tower industry, the outlook remains deteriorating due to its dependency on Vodafone Idea Ltd (Vi), rising receivables and the benefits of 5G rollout being back-ended. As per the study, the impact of delayed receivables on tower companies ‘ credit profiles should be much worse, given their inability to delay fuel payments and lack of visibility on the recoverability of pending dues (large provisioning done over the past year)….. Therefore, the ability of Vi to raise funding remains a key monitorable for tower companies".

(Source: tele.net April 2023).

According to report by CRISIL Ratings although telcos have already launched 5G services in over 300 cities since October 2022, mass adoption would gather pace when retail use cases get unlocked. Despite the identification of a plethora of 5G-led use cases such as smart class rooms, precision farming and intelligent transport systems, adoption hinges on a significant improvement in network infrastructure, which will happen only gradually over the next few years. Till then, adoption of 5G services would be largely driven by technology-neutral tariffs being offered by telcos currently. (Source: tele.net March 2023). According to ICRA, "the telecom services industry is predicted to achieve moderate revenue growth of roughly 7-9 per cent in FY 2024 over FY 2023, due to muted average revenue per person (ARPU) expansion in the absence of tariff hikes. As telecom operators increase 5G coverage, their capital expenditure (capex) levels will remain higher, keeping the industry debt levels high at roughly 6.1-6.2 trillion in March 2024, and it is anticipated that industry ARPU will rise to 182-185 in FY 2024, up from 175 in FY 2023. Further, ICRA foresees industry capex being at around 700 billion during FY 2024 within an overall spend of around 3 trillion during next four-five years." (Source: tele.net August 2023).

The world continues to transform into an intricate web of interconnected technologies. The convergence of technologies such as 5G, AI, cloud and edge are expected to dramatically change the way the industry operates, but at a cost.

On the above background, while Bharti Airtel, Reliance Jio and Vodafone Idea are justified in raising the required resources, the debt burden of the Telecom Industry keeps going up, without commensurate increase in tariff to reduce the burden. It is strange that the Telecom sector which is the second highest revenue earner for the Government, after direct and indirect taxes and contributes as much as 90% of the non-tax revenue, it itself is in maximum debt burden.

The Chairman of Vi himself in the latest annual report states that the telecom tariffs continue to remain unsustainable and need to increase significantly from current levels to improve overall industry health and generate reasonable returns for operators to promote investments including investments towards new and emerging technologies. With the Telcos stated to remain debt burdened in the near term and Tower Companies performance hinging on sustenance of at least 3-4 Telcos in India, the prospects for Telecom Infrastructure services will also remain muted over the short term. Hence, it is vital for this industry to provide its services at competitive price by increasing the tariff to have reasonable return on investment for its long-term existence, servicing of the debts and growth; and for the Government to ensure the presence of 3-4 healthy Telcos in India to cover the entire spectrum of Retail and Enterprise users for Telcom Services. Only then can India truly harness and benefit from the potential of 5G and thereon the 6G technology in its quest for becoming Self Sufficient i.e. Aatmanirbhar.

5. GOING CONCERN

During the last few years, the Company has incurred cash losses, resulting in erosion of its entire net worth. The Companys current liabilities are higher than its current assets. While the petition filed by one of the lenders before NCLT got dismissed vide its order dated November 18, 2022, the said matter is pending before the NCLAT, on appeal by the said lender. Accordingly, the Management is of the view that based on directions of lenders / NCLAT it would be in a position to revive the Company and continue its operations and hence, continues to prepare its Financial Statements on a going concern basis.

6. DIVIDEND

In view of the accumulated losses in the last few years and the dividend restrictions imposed by the lenders, your Directors express their inability to recommend any dividend on the paid up Equity and Preference Share Capital of the Company for the financial year ended March 31, 2023.

7. SHARE CAPITAL AND NON-CONVERTIBLE DEBENTURES (NCDS)

(i) Equity:

There is no change in Equity Capital due to allotment of shares or otherwise during the year under review. As such, Equity Capital of the Company at the beginning of the year and at the end of the year stood at 157,296,781 Equity shares. The Company has only one class of equity share. Thus, the details required to be furnished, for equity shares with differential rights and / or sweat equity shares and / or ESOS, under the Companies (Share Capital and Debentures) Rules, 2014 are not furnished.

(ii) Preference:

As the Preference Shareholder did not exercise its right for conversion of the preference shares into equity within the stipulated time period, there will not be any impact on the Companys equity capital.

(iii) NCDs:

During the FY 2009-10, the Company had privately placed 14,000 Rated Rupee denominated Redeemable Unsecured NCDs of the face value of 10 Lakhs each aggregating 1,400 Crores. Further, based on the consent terms filed by both parties before the Honble Bombay High Court on March 19, 2018 and the order passed thereon, the winding up petition got disposed of. The NCD holder has also signed the Inter-Creditor Agreement for settlement, subject to secured lenders approval.

8. FIXED DEPOSITS

There are no unclaimed deposits lying with the Company and during the year under review, the Company has not accepted any fresh fixed deposits from Public or from its Shareholders.

9. CHANGES IN THE BOARD AND KEY MANAGERIAL PERSONNEL

Mr. Sunil S. Valavalkar retires by rotation at the ensuing Annual General Meeting ("AGM") and being eligible offers himself for re-appointment. The re-appointment of Mr. Sunil Valavalkar, on his retirement by rotation is forming part of the Ordinary Business in the Notice of ensuing AGM. The background of Mr. Sunil Valavalkar, Director proposed for re-appointment is given in the Notice of AGM.

Further, since the term of appointment of Mr. Sunil S. Valavalkar as a Whole-time Director would be expiring on December 15, 2023, based on the recommendation of Nomination and Remuneration Committee, subject to necessary approvals, the Board vide its resolution dated August 26, 2023 gave its consent for re-appointment of Mr. Valavalkar as a Whole-time Director for a period of 3 years w.e.f. December 16, 2023. The same is forming part of the items to be considered in the ensuing AGM.

As reported in the last report, Shri. Venkata Apparao Maradani ceased to be a Nominee Director of the Company w.e.f. May 4, 2022 pursuant to withdrawal of his nomination by IDBI Bank Limited. The Board, based on the recommendation of the Nomination & Remuneration Committee, vide its resolution dated November 24, 2022, appointed Ms. Sanjana S. Pawar as an Additional Director w. e. f. November 24, 2022 and Non-Executive Independent Director from November 24, 2022 till November 23, 2027, subject to the approval of the shareholders, to which the shareholders gave their consent through Postal Ballot concluded on February 5, 2023. On the resignation of Dr. Mahesh Borase as a Non-Executive Non-Independent Director from close of business hours of December 19, 2022, the Board based on the recommendation of the Nomination & Remuneration Committee, vide its resolution dated December 20, 2022 appointed Mr. Borase as an Additional Director w. e. f. December 20, 2022 and Non-Executive Independent Director from December 20, 2022 till December 19, 2027, subject to the approval of the shareholders, to which the shareholders gave their consent through Postal Ballot concluded on February 5, 2023.

Upon completion of her tenure as an Independent Director on March 31, 2023, Mrs. Siddhi Mandar Thakur was appointed as an Additional Director in the capacity of Non-Executive Non-Independent Director of the Company w.e.f. April 1, 2023 to which the shareholders gave their consent through Postal Ballot concluded on May 15, 2023.

There are no changes in the Key Managerial Personnel.

10. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The information required under Section 197(12) of the Companies Act, 2013 ("the Act") read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is given below: (i) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year and percentage increase in remuneration of each Director, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:

Name	Ratio to median remuneration	% increase in remuneration in the financial year
Executive Directors
Mr. Sunil S. Valavalkar	1: 7.71	7.5
Non-executive Directors (Sitting Fees only) #
Mr. D. S. Gunasingh	N.A.	N.A.
Mr. Navin J. Kripalani	N.A.	N.A.
Mrs. Siddhi M. Thakur	N.A.	N.A.
Mr. Venkata Apparao Maradani	N.A.	N.A.
(Ceased to be Nominee Director w.e.f. May 4, 2022)
Dr. Mahesh M. Borase	N.A.	N.A.
Ms. Sanjana S. Pawar	N.A.	N.A.

 

Chief Financial Officer
Mr. Milind V. Bapat *	5
Company Secretary
Mr. Deepak A. Keluskar *	7.5

# Since Non-executive Directors received no remuneration except sitting fees for attending meetings, the required details are not applicable

* Considered only CTC for calculation.

(ii) The percentage increase in the median remuneration of employees in the financial year: 7.7%

(iii) Number of employees: The number of employees of the Company and its Associates are 1,612 as on March 31, 2023. (iv) Average percentage 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 and point out if there are any exceptional circumstances for increase in the managerial remuneration: The average annual increase in salaries of employees is 5.8%. During the year, the Company has paid remuneration to Mr. Sunil Valavalkar – whole time Director as per his terms of appointment, which were approved by the Shareholders of the Company and within the limits of the Companies Act, 2013. (v) Affirmation that the remuneration is as per the remuneration policy of the Company: The Company affirms that the remuneration is as per remuneration policy of the Company.

11. DIRECTORS RESPONSIBILITY STATEMENT

In terms of the provisions of Section 134(3)(c) of the Act, the Board of Directors, to the best of their knowledge and ability, in respect of the year ended March 31, 2023, confirm that: i) in the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures; ii) they had 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 / loss of the Company for that period; iii) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv) they had prepared the annual accounts on a going concern basis; v) they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and vi) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

12. DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors of the Company have furnished a declaration to the effect that they meet the criteria of independence as provided in Section 149(6) of the Act.

13. POLICY ON DIRECTORS APPOINTMENT & REMUNERATION ETC.

The Company has put in place appropriate policy on Directors appointment and remuneration and other matters provided in Section 178(3) of the Act, which is provided in the Policy Dossier that has been uploaded on the Companys website www.gtllimited.com. Further, salient features of the Companys Policy on Directors remuneration have been disclosed in the Corporate Governance Report, which forms part of the Annual Report.

14. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors has carried out annual evaluation of its own performance, Board Committees and individual Directors, pursuant to the provisions of the Act and Securities & Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 (the "Listing Regulations").

The performance of the Board and its Committees were evaluated by the Board after seeking inputs from the Board / Committee members on the basis of the criteria such as composition of the Board / Committees and structure, effectiveness of Board / Committee processes, providing of information and functioning etc. The Board and Nomination & Remuneration Committee also reviewed the performance of individual Directors on the basis of criteria such as attendance in Board / Committee meetings, contribution in the meetings, qualification, experience, knowledge, competency, contribution & integrity, independence & their independent views and judgment etc.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman were evaluated, taking into consideration views of executive and Non-Executive Directors.

15. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report ("MD&A Report") for the year under review, as stipulated under Regulation 34 read with Schedule V to the Listing Regulations, is presented in a separate section forming part of the Annual Report.

16. CORPORATE GOVERNANCE & VIGIL MECHANISM

A separate Corporate Governance Report on compliance with Corporate Governance requirements as required under Regulation 34(3) read with Schedule V to the Listing Regulations forms part of this Annual Report. The same has been reviewed and certified by M/s. GDA & Associates, Chartered Accountants, the Auditors of the Company and Compliance Certificate in respect thereof is given in Annexure A to this Report.

The Company has formulated a Whistle Blower Policy, details of which are furnished in the Corporate Governance Report, thereby establishing a vigil mechanism for directors and employees for reporting genuine concerns, if any.

17. RISKS

The major risks faced by your Company have been outlined in the MD&A Report and Note no. 43 of the Financial Statements to allow stakeholders and prospective investors to take an independent view. We strongly urge stakeholders / investors to read and analyze these risks before investing in the Company.

18. CORPORATE SOCIAL RESPONSIBILITY

In view of the negative net worth, revenue below the prescribed limit and cumulative losses suffered by the Company, it is not attracted by the provisions of Section 135 (5) of the Act. The brief outline of the Corporate Social Responsibility ("CSR") Policy of the Company and other details are furnished in Annexure B of this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The Company undertakes, when permissible, various projects directly and / or through "Global Foundation, a Public Charitable Trust. For the CSR initiatives reference may be made to MD&A Report under the caption "Corporate Social Responsibility". The CSR Policy is available on the Companys website www.gtllimited.com.

19. AUDIT COMMITTEE

The details in respect of composition of the Audit Committee are included in the Corporate Governance Report, which forms part of this Report.

20. AUDITORS AND AUDITORS REPORT

Auditors

M/s. GDA & Associates (FRN: 135780W), Chartered Accountants, were re-appointed as Auditors at the Thirty Fourth (34^th) AGM to hold office from conclusion of the said meeting till the conclusion of the Thirty Ninth (39^th) AGM. Accordingly, they continue to be in office for FY 2023-24.

Cost Auditors

In terms of the provisions of Section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended, since the Companys business is not included in the list of industries to which these rules are applicable, the Company is not required to maintain cost records.

Auditors Report

As regards the Auditors modified opinion and emphasis of matters, the Board has furnished required details / explanations in Note Nos. 32.1, 22.3 & 22.4 and Note No. 49, 5.1 & 47 of Notes to financial statements respectively.

Secretarial Auditors Report

The Secretarial Audit report and the Secretarial Compliance Report are given in Annexure C and Annexure D respectively. In the reports it is observed that upon withdrawal of nomination of Shri. Venkata Apparao Maradani by lead lender, the Minimum number of Directors on the Board got reduced from six to five on May 4, 2022 and fell below the minimum threshold prescribed under Regulation 17(1)(c) of the Listing Regulations. After waiting for the response of lead lender, the Company filled in the vacancy of Nominee Director on November 24, 2022 and complied with the requirement, however the delay resulted in levy of fine by both BSE and NSE, for part of the quarters ending September 2022 and December 2022. The Company has filed Application for condoning the delay and waiver of the fine, which application after hearing is pending for final disposal.

Compliance with Secretarial Standards

The Company has complied with applicable Secretarial Standards as prescribed by the Institute of Company Secretaries of India.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

As regards Guarantees and Investments reference may be made to Note Nos. 39C and 7 of the Financial Statements respectively. The Company has not given any loans during the FY 2022-23.

22. PARTICULARS OF RELATED PARTY TRANSACTIONS

During the year under review, your Company has not entered into any material contracts or arrangements or transactions with any related party either at arms length or otherwise as referred in Section 188(1) of the Act read with the rules made thereunder. Accordingly, the statement pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules 2014 giving the particulars of contracts or arrangements with related parties referred to in section 188 (1) of the Act, is not enclosed as a part of this Report.

For full details of Related Party Disclosures reference may be made to note nos. 40.1 and 40.2 of the Financial Statements of the Company.

The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website www.gtllimited.com. None of the Directors has any pecuniary relationships or transactions vis-?-vis the Company.

23. MATERIAL CHANGES AND COMMITMENTS

Save and except as discussed in this Annual Report, no material changes have occurred and no commitments were given by the Company thereby affecting its financial position between the end of the financial year to which these financial statements relate and the date of this report.

24. SUBSIDIARIES

The Company does not have any subsidiary company. Hence, a statement pursuant to provisions of Section 129(3) of the Act in Form No. AOC-1 is not furnished.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO a. Conservation of Energy:

The company provides Operations, Maintenance and Energy Management services to its customer and by virtue of the same, energy efficiency, conservation and its optimal utilization are its key deliverables. As a result, the Company continues its focus and efforts towards implementing and operating various Energy related initiatives to fulfill its objectives. i) the steps taken or impact on conservation of energy: a. Improving network performance and at the same time optimizing energy usage through regular monitoring and timely audits. Proper planning of the Energy Consumption Cycle thus ensuring effective management of energy costs and consumption. b. Control of excessive or unwarranted burn of Energy by keeping proper check and balance on the power consumed vis ? vis operating load and periodic maintenance, both Preventive and Corrective of power assets. c. A total of 2,432 sites of our customer are operating as green sites, thereby ensuring optimal fuel stock and minimal wastage. d. New EB Connection done at 69 Sites which were diesel dependent, now with Optimal diesel Utilization. e. Constant monitoring of excessive energy use sites to identify root causes and rectify the same, thereby controlling the excess consumption for conserving Energy.

f. Implementation of SMPS with Customer wise Load Measurement to Monitor Actual Consumption and Recovery from Customer. g. Installing the advanced Battery Bank solutions like HCT Batteries to reduce energy consumption & to save the cost accordingly. ii) the steps taken by the Company for utilizing alternate source of energy: NIL iii) the capital investment on energy conservation equipment:

No capital investment on energy conservation equipment undertaken during the year. b. Technology Absorption:

1. Efforts made towards technology absorption :	Not applicable as the Company has not absorbed any new technology.
2. The benefits derived like product improvement, cost reduction, product : development or import substitution
3. In In case of imported technology (imported during last 3 years reckoned from the beginning of the financial year) following information may be furnished :	Not applicable as the Company has not imported any technology in the last 3 years.
a. the details of technology imported
b. the year of import
c. whether the technology been fully absorbed?
d. if not fully absorbed, the areas where absorption has not taken place, reasons thereof
4. the expenditure incurred on Research and Development :	No expenditures were incurred during the year.

c. Foreign exchange earnings and Outgo:

During the year under review, there are no foreign exchange earnings and the foreign exchange outgo.

26. INTERNAL FINANCIAL CONTROL SYSTEM

The details in respect of adequacy of internal financial control with reference to the financial statements are included in the MD&A Report, which forms part of the Annual Report.

27. HUMAN RESOURCES

Our employees and associate base stood at 1,612 as on March 31, 2023 as against 1,593 as on March 31, 2022. For full details refer to the Human Resources write up in the MD&A Report, which forms part of the Annual Report.

28. ANNUAL RETURN AS ON MARCH 31, 2023

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the draft Annual Return having all the available information of the Company as on March 31, 2023 is available on the Companys website at http://www.gtllimited.com/ind/inv_info.aspx

29. NUMBER OF BOARD MEETINGS HELD DURING THE FY 2022-23

9 (Nine) meetings of the Board were held during the year, details of which are furnished in the Corporate Governance Report that forms part of this Report.

30. PROMOTER

Mr. Manoj G. Tirodkar is the Promoter of the Company.

31. PARTICULARS OF EMPLOYEES

The statement containing names of top ten employees in terms of remuneration drawn and the 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, is forming part of this report. Further, the report and the accounts are being sent to the Members excluding the aforesaid statement. In terms of Section 136 of the Act, the said statement is open for inspection and any Member interested in obtaining a copy of the same may write to the Company Secretary. None of the employees listed in the said statement is related to any Director of the Company.

32. ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation and acknowledge with gratitude, the support and cooperation extended by the clients, employees, vendors, bankers, financial institutions, investors, media and both the Central and State Governments and their Agencies, and look forward to their continued support.

	On behalf of the Board of Directors
Place : Mumbai	D.S. Gunasingh
Date : August 26, 2023	Chairman