GTL Infrastructure Ltd Auditor Reports

TO

THE MEMBERS OF

GTL INFRASTRUCTURE LIMITED

Report on the Audit of Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial
statements of GTL Infrastructure Limited ("the Company")
which comprise the Balance Sheet as at March 31,2025, the
Statement of Profit and Loss (including Other Comprehensive
Income), the Statement of Changes in Equity, and the Statement
of Cash Flows for the year then ended, along with a summary of
significant accounting policies and other explanatory information
(hereinafter referred to as "Financial Statements").

In our opinion and to the best of our information and according to
the explanations given to us, the aforesaid financial statements
give the information required by the Companies Act, 2013
("the Act") in the manner so required and give a true and fair view
in conformity with the Indian Accounting Standards as notified by
the Ministry of Corporate Affairs ("MCA") under section 133 of
the Act read with the Companies (Indian Accounting Standards)
Rules, 2015, as amended from time to time ("Ind AS"), and other
accounting principles generally accepted in India, of the state of
affairs of the Company as at March 31, 2025, and its loss, its
total comprehensive income, its changes in equity, and its cash
flows for the year then ended.

Basis for Opinion

We conducted our audit of the standalone financial statements
in accordance with the Standards on Auditing ("SAs") specified
under section 143 (10) of the Act. Our responsibilities under
those Standards are further described in the Auditors
Responsibility 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 ("ICAI") together with
the ethical requirements that are relevant to our audit of the
standalone financial statements under the provisions of the Act
and the Rules made thereunder, and we have fulfilled our other
ethical responsibilities in accordance with these requirements
and the ICAIs Code of Ethics. We believe that the audit evidence

obtained by us is sufficient and appropriate to provide a basis
for our audit opinion on the standalone financial statements.

Material Uncertainty Related to Going Concern

We draw attention to the Note no. 57 to the Statement, regarding
preparation of financial results on going concern basis,
notwithstanding the fact that the Company continued to incur
cash losses, its net worth has been fully eroded, has defaulted
in repayment of principal and interest to its lenders, certain
lenders including Edelweiss Asset Reconstruction Company
(EARC) have called back the loans; one of the secured lender
had applied before the NCLT Mumbai Bench under Insolvency
and Bankruptcy Code, 2016 for initiation of Corporate Insolvency
Resolution Process (CIRP), which was dismissed by NCLT vide its
order dated November 18, 2022, against which the said secured
lender had filed an appeal before the National Company Law
Appellate Tribunal, ("NCLAT"), which was remanded back by the
NCLAT to the adjudicating authority to hear the original petition
afresh, which is subjudice, the Company has filed its reply and
now matter is posted for further hearing. Aircel, an erstwhile
major customer of the Company has filed Insolvency petition
before NCLT and various other events resulting into substantial
reduction in the tenancy, pending debt restructuring, provisions
for impairment for property, plant and equipment, legal matters
in relation to Property Tax, dismantling of various telecom sites
by disgruntled landowners / miscreants resulting in loss of
assets (refer note no. 58 to the Statement); these conditions
along with other matters set forth in notes to the financial
results indicate that a material uncertainty exists that may cast
significant doubt on the Companys ability to continue as a going
concern. The appropriateness of the assumption of the going
concern is critically dependent upon the Companys ability to
generate sufficient cash flows in future to meet its obligation.

Our opinion is not modified in respect of this matter.

Key Audit Matters (KAM)

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 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.

Key Audit Matter	How Our Audit Addressed the key audit matter.
1. Property, Plant & Equipment
Impairment.
Annually Management reviews whether there are any indicators of impairment of the PPE of the Company by reference to the requirements under Indian Accounting Standards (Ind AS) 36 - "Impairment of Assets". Accordingly, Management has identified impairment indicators (operating losses, significant erosion of net-worth, dismantling of towers etc.) in the Company. As a result, an impairment assessment was required to be performed	Our audit procedures included, among others:
	- Updating our understanding of managements annual impairment testing process.
	- Assessing internal controls designed for identification of impairment indicators.
	- Ensuring that the methodology of the impairment
Key Audit Matter	How Our Audit Addressed the key audit matter.
by the Company by comparing the carrying value of the PPE to their recoverable amount to determine whether impairment was required to be recognised.	exercise continues to comply with the requirements of Ind AS as adopted, including evaluating managements assessment of indicators of impairment against indicators of impairment specified within Ind AS 36.
For the purpose of the above impairment testing, value in use has been determined by forecasting and discounting future cash flows.
	- Assessing the assumptions around the key drivers of the cash flow forecasts including incremental tenancy growth, discount rates, estimated one time settlement with disputed operators, monetization of non-operating assets etc.
These conclusions are dependent upon significant management judgments, including in respect of:
- Estimated utilization, incremental tenancy (growth rate), frequency of assets replacement expenditure to be incurred, disposal values and discount rates applied to future cash flows.
	- Discussing / evaluating potential changes in key drivers as compared to previous year / actual performance with management in order to evaluate whether the inputs and assumptions used in the cash flow forecasts were suitable.
During the year ended March 31, 2025 the management assessed carrying values of PPE , an impairment provision of NIL, and losses on account of dismantling of PPE of 242 Lakhs have been recognised and reduced the aggregate carrying value of PPE to 2,37,178 Lakhs, to their estimated recoverable value, which is the value in use (Refer Note no. 3(a), 35 and 58 to the Financial Statements).
	- Testing the arithmetical accuracy of the impairment model prepared by the management.
	- Verifying the completeness of disclosure in the financial statements as per Ind AS 36.
We considered this matter as key audit matter due to the significance of the carrying value of the assets being assessed and due to the level of management judgments required in the assumptions impacting the impairment assessment and the sensitivity of the impairment model.

 

2. Litigation Matters and Contingent Liabilities	- Assessing the procedures implemented by the Company to identify and gather the risks it is exposed to.
The Company is subject to number of significant litigations. Major risks identified by the Company in that area related to Service Tax/GST, Property Tax, Stamp Duty matters, Labour Law matters, Legal cases initiated by various rental site owners and by a FCCB holders, Appeal filed by a lender with National Company Law Apellate Tribunal (NCLAT) against dismissal order passed by NCLT was remanded back to adjudicating authority, which is subjudice, arbitration with the vendors / service providers, etc. The amount of litigation may be significant and estimates of the amounts of provisions or contingent liabilities are subject to significant Management judgment. (Refer Note No. 36, 38 (A), 39, & 40 to the Financial Statements)
	- Obtaining an understanding of the risk analysis performed by the Company, with relating supporting documentation, and reading written statements from internal legal experts, where applicable.
	- Discussion with the management on the development in these litigations during the year ended March 31,2025.
	- Enquiring from the companys legal counsel (internal) and study the responses as received from them.
	- Verification that the accounting and / or disclosure as the case may be in the financial statements made by the Company is in accordance with the assessment of legal counsel / management.
Due to complexity involved in these litigation matters, managements judgment regarding recognition and measurement of provisions for these legal proceedings is inherently uncertain and might change over time as the outcomes of the legal cases are determined. Accordingly, it has been considered as a key matter.
	- Obtaining representation letter from the management on the assessment of these matters as per SA 580 (revised) - Written representations.

 

3. Revenue Recognition
Managing revenue recognition for the Companys extensive mobile tower network across Indias 22 Telecom Circles is intricate. The primary revenue sources are Infrastructure Provisioning Fees (IPF) and Energy (EB) & Other Reimbursements Billing. IPF encompasses fees charged for providing tower infrastructure to telecom operators, while EB pertains to billing for energy usage associated with the towers.	Our audit procedures included, among others:
	Test of Controls:
	- Evaluation of Internal Controls: Assess the design and implementation of internal controls related to revenue recognition, including those over customer contracts review, authorization of revenue transactions and segregation of duties.
	- Testing Operating Effectiveness: Select a sample of transactions and test the operating effectiveness of controls,
Key Audit Matter	How Our Audit Addressed the key audit matter.
These revenue streams are essential components of the Companys financial model, but their accurate recognition poses challenges due to the diverse agreements in place. Each agreement, whether for Ground Based Towers, Roof Top Towers, or Roof Top Poles, contains unique terms and conditions, necessitating tailored billing processes.	such as verifying that revenue recognition is in compliance with company policies and accounting standards.
	Test of Details:
	- Analytical Procedures: Compare current and prior period revenue figures to identify significant variances, investigating them further for potential misstatements.
Billing of Energy & Other Reimbursements at actuals and consequent reconciliations with customers, highlight the complexity of revenue recognition. These reconciliations are critical for ensuring financial accuracy and compliance with regulatory requirements.	- Substantive Scrutiny of Agreements :
	Selected continuing and new contracts and performed the following procedures
	Read, analyzed and identified the distinct performance obligations, if any, in these contracts.
Therefore, meticulous attention to detail is indispensable throughout the revenue recognition process. Precise recording of IPF and EB, aligned with internal policies and external regulations, is paramount for maintaining financial integrity and stakeholder trust in the Companys operations.	Compared these performance obligations with that identified and recorded by the Company.
	Considered the terms of the contracts to determine basis of recognizing the revenue at a point or over the period, the transaction price including any variable consideration to verify the transaction price used to compute revenue and to test the basis of estimation of the variable consideration.
	Verified whether the revenue has been recognised only post the fulfilment of the performance obligations and related conditions.
	- Substantive Testing of Revenue Transactions: Select a sample of revenue transactions to verify accuracy and completeness, tracing them back to underlying contracts or agreements.
	- Confirmation of Revenue with Customers: Confirm revenue amounts with customers, particularly for significant transactions, to validate recorded revenue.
	- Testing Revenue Cut-off: Review revenue transactions around year-end to ensure proper timing, verifying compliance with revenue recognition principles.
	- Evaluation of Revenue Estimates and Judgments: Scrutinize managements revenue estimates and judgments,
	- Reconciliation of Revenue to Documentation: Reconcile recorded revenue amounts to supporting documentation, ensuring consistency and accuracy.

 

4. Going Concern
Assessing the Companys ability to continue its operations as a going concern represents a critical aspect of our audit. This evaluation is paramount in light of the Companys financial position, current economic conditions, and other relevant factors that may impact its ability to meet its obligations and sustain operations in the foreseeable future. Our scrutiny of the going concern assumption aims to provide stakeholders with assurance regarding the Companys viability and resilience amidst potential challenges and uncertainties.	Audit Procedures for Going Concern Assessment:
	- Reviewing NCLT Order: Examining NCLT order, which unequivocally affirm the Companys status as a going concern.
	- Reviewing NCLAT Order: Examining NCLAT order, which remanded back to adjudicating authority to hear the original petition afresh.
	- Discussion with Those Charged with Governance (TCWG): Engaging in substantive discussions with TCWG to delve into considerations surrounding the Companys going concern status.
	- Examination of Managements Note: Thoroughly scrutinizing the managements note, inclusive of a comprehensive presentation addressing material uncertainties surrounding the Companys going concern and efforts for One Time Settlement (OTS) /restructuring of liabilities of lenders
	- Review of Companys Statement: Assessing the Companys official statement affirming its commitment to ongoing operations and asset preservation, with no intention to cease operations or initiate asset liquidation.
	- Management Representation Letters (MRL) Obtained: Acquiring Management Representation Letter to corroborate managements assertions and commitments regarding the Companys going concern status.
	- Analysis of Industry Landscape, Debt Recovery and Debtor Days: Conducting an in-depth evaluation of the industry context, actual recovery from significant debtors.
	- Review of Customer Dispute and Credit Notes: The investigation into the dispute with customers has been diligently conducted, particularly regarding its potential impact on both customer retention and revenue generation, which are pivotal for the Companys ongoing viability. Furthermore, credit notes, representing revenue reversals, have been assessed in the context of evaluating the Companys going concern status.
	- Strategic Focus on EBITDA Optimization and Revenue Enhancement: To evaluate Companys going concern, we have reviewed its EBITDA, the anticipation of additional tenancies on telecom towers and assess managements efforts to boost revenue.
	- Companys Forecasted Reduction in Tenant Exits and Revenue Growth Projections: The Company has forecasted a stable movement tenancies in future years, attributed to the resolution of disputes with old customers and the anticipated new agreements. This projection forms a key basis for our assessment of the Companys going concern assumption, reflecting its anticipated revenue growth trajectory.

Other Matter

The confirmations of loans, bank balances, and receivables
are received in the majority of the cases. Where the amounts
stated by the parties did not match with the balances of books
of accounts, reconciliations were made and the effects, if
necessary, are properly dealt with in the books of accounts.

Information Other than the Standalone Financial Statements
and Auditors Report Thereon

The Companys Board of Directors is responsible for the other
information. The other information comprises the management
discussion & analysis and directors report included in the
annual report but does not include the Standalone Financial
Statements and our auditors report thereon. The above
information is expected to be made available to us after the
date of this auditors 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
identified above when it becomes available and, in doing

so, consider whether the other information is materially
inconsistent with the Standalone Financial Statements or our
knowledge obtained in the audit or otherwise appears to be
materially misstated.

When we read the above other information, if we conclude
that there is material misstatement therein, we are required
to communicate the matter to those charged with governance

Responsibility of management and those charged with the
governance for the standalone financial statements

The Companys Board of Directors is responsible for the
matters stated in Section 134(5) of the Act, with respect to
the preparation of these Financial Statements that give a true
and fair view of the Financial Position, Financial Performance
including Other Comprehensive Income, Cash Flows and the
Statement Of Changes in Equity of the Company in accordance
with the Ind AS and other accounting principles generally
accepted in India.

This responsibility also includes maintenance of adequate
accounting records in accordance with the provision of the Act
for safeguarding the assets of the Company and for preventing
and detecting frauds and other irregularities; selection and

application of the appropriate accounting policies; making
judgements and estimates that are reasonable and prudent;
and 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 fair presentation of the
financial statements that give a true and fair view and are free
from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is
responsible for assessing the Companys 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.

The Board of Directors are also responsible for overseeing the
Companys financial reporting process.

Auditors 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 auditors 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 financial statements.

As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional scepticism
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 system 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 managements 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 Companys ability to continue as a
going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditors
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 auditors 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 financial statements, including the disclosures, and
whether the 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 financial statements of the
current year and are therefore the key audit matters. We
describe these matters in our auditors 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 (Auditors 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 A" 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 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
appears from our examination of those books;

c) The Balance Sheet, Statement of Profit and Loss
including 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) I n our opinion, the aforesaid financial statements
comply with the accounting standards specified
under section 133 of the Act;

e) On the basis of 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) With respect to the adequacy of the internal financial
controls of the Company with reference to these
financial statements and the operating effectiveness
of such controls, refer to our separate Report in
"Annexure B".

g) With respect to the other matters to be included
in the Auditors Report in accordance with the
requirements of section 197(16) of the Act, as
amended: In our opinion and to the best of our
information and according to the explanations given
to us, the managerial remuneration paid/ payable
by the Company to whole-time directors are in
accordance with the provisions of section 197 of the
Act.

h) Based on our examination, the Company has used
accounting software to maintain its books of account,
which includes a feature for recording an audit trail
(edit log) throughout the year. The audit trail facility
has been operational for all relevant transactions
recorded in the software. During the course of our
audit, we did not encounter any instances where the
audit trail feature had been tampered with.

i) With respect to the other matters to be included
in the Auditors Report in accordance with Rules
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 and as represented by
the management:

i. The Company has disclosed the impact of
pending litigations on its financial position in
its financial statements in Note No. 36, 38 (A),
39 and 40 to the Financial Statements.

ii. The Company has made provisions, as
required under the applicable laws and Ind AS,
for material foreseeable losses on long-term
contracts; the Company does not have any
derivative contracts.

iii. There were no amounts which were required
to be transferred to the Investor Education and
Protection Fund by the Company.

iv. (a) Management has represented to us

that, to the best of its knowledge and

belief, as disclosed in the notes to the
financial statements, during the year 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 persons or entities, 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) Management has represented to us that,
to the best of its knowledge and belief,
as disclosed in the notes to the financial
statements, during the year no funds
have been received by the Company from
any person(s) or entity(ies), 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

(c) Based on our audit procedure conducted
that are considered reasonable and
appropriate in the circumstances, nothing
has come to our attention that cause us
to believe that the representation given
by the management under paragraph
(2)(i)(iv) (a) & (b) contain any material
misstatement.

v. The Company has not declared or paid any

dividend during the year and has also not

proposed dividend for the year.

ANNEXURE A TO THE INDEPENDENT AUDITORS
REPORT ON THE STANDALONE FINANCIAL STATEMENT
OF GTL INFRASTRUCTURE LIMITED (THE COMPANY)

(Referred to in Paragraph 1 under the heading of "Report on
other legal and regulatory requirements" of our report to the
members of GTL Infrastructure Limited on even date.

To the best of our information and according to the explanations
provided to us by the Company and the books of account and
records examined by us in the normal course of audit, we state that,

i. a) A) The Company has maintained proper records
showing full particulars including quantitative
details and situation of Property, Plant and
Equipment & relevant details of Rights Of Use
(ROU) assets.

B) The Company has maintained proper records
showing full particulars of intangible assets on
the basis of available information.

b) Property, Plant & Equipment & ROU assets have
been physically verified by the Company in a
phased periodical manner, which in our opinion is
reasonable, having regard to the size of the Company
and nature of its assets. During the year in the
survey/ physical verification of plant and equipment
the Company observed certain unoccupied towers
were dismantled by the disgruntled landlords
or miscreants as mentioned in note no. 58 to the
financial statements. The same has been properly
dealt with in the books of account.

c) According to the information and explanations given
to us and the records examined by us in respect of
immovable properties disclosed under Property, Plant &
Equipment (other than properties where the Company is
the lessee and the lease agreements are duly executed
in favour of the lessee) in the financial statements are in
the name of the Company, except following properties:

Description of property	Gross Carrying Value (Rs in Lakhs)	Held in the name of	Whether promoter, director or their relative or employee	Period held by holder on behalf of GIL	Reason for not being in the name of Company
BUILDING: Clover Village, Plot No.1, Village - Wanowarie, Havelli, Pune	479	GTL Limited	No	June 29, 2006	The Company has made necessary application for effecting change in name before appropriate authority
ROU Assets:		Chennai Network Infrastructure Limited (CNIL)	No	December 22, 2017	During the year 2018, erstwhile CNIL merged with the Company with an appointed date of April 1, 2016.
Arunachal Pradesh (1)	2
Assam (93)	339
Bihar (161)	114
					Due to the reasons mentioned in the Note no. 3(e) to the Financial Statements the Company has More than 11,000 unoccupied towers and as informed by the management, the lease agreement in such cases will be executed in the name of the Company once there is addition of new tenant. As further explained to us, in case of occupied sites, lease agreements will be executed in the name of the Company once they fall due for renewal.
Delhi (167)	1053
Goa (1)	15
Haryana (59)	369
Himachal Pradesh (71)	261
Jammu & Kashmir (62)	217
Jharkhand (22)	23
Karnataka (23)	220
Kerala (221)	874
Maharashtra (20)	68
Manipur (6)	7
Meahalava (7)	20
Naaaland (7)	21
Orissa (17)	55
Pondycherry (2)	3
Sikkim (2)	10
Tamil Nadu (329)	640
Tripura (4)	9
Uttar Pradesh (896)	1834
Uttarakhand (61)	166
West Bengal (198)	702
Total (2430)	7,022
Grand Total	7,501

Further, in respect of 9 Immovable properties having Gross carrying value of 4,549 lakhs and Net carrying value of 3,212 lakhs in
respect of which original title deeds have been deposited with the lenders as security, have been verified based on the confirmation
letter by IDBI Trusteeship for those immovable properties and based on such documents, the title deeds are held in the name of
the Company.

d) According to information and explanation given to
us and books of accounts and records examined by
us, Company has not revalued its Properties, Plant
and Equipment (including Right of Use asset) or
intangible assets or both during the year.

e) According to information given to us by the
management, no proceedings have been initiated
or are pending against the Company for holding any
Benami property under the Benami Transactions
(Prohibition) Act, 1988 and rules made there under.

ii. a) On the basis of the records examined by us, in our

opinion, physical verification of the inventories have
been conducted at reasonable intervals by the
management and having regard to the size and nature
of business of the Company and nature of its inventory,
the coverage and procedures of such verification
by the management is appropriate. As explained to
us and on the basis of the records examined by us,
the value of the discrepancies noticed on physical
verification by management did not exceed 10% or
more in aggregate of each class of inventory.

b) At any point of time of the year, the Company has
not been sanctioned any working capital facility from
banks or financial institutions and therefore, clause
(ii) (b) of Paragraph 3 of the Order is not applicable
to the Company.

iii. The Company has not made any investment in, provided
any guarantee or security, or not granted any loan or
advances in the nature of loans to companies, firms,
Limited Liability Partnerships or any other parties.
Therefore, the clause (iii) of paragraph 3 of the Order is
not applicable to the Company.

iv. The Company has complied with the provisions of Section
185 and Section 186 of the Act, as applicable in respect
of investments. The Company has not granted any loan or
provided any guarantees or security to the parties covered
under Section 185 and Section 186 of the Act.

v. The Company has not accepted any deposits or amounts
which are deemed to be deposits within the meaning
of provisions of sections 73 to 76 or any other relevant
provisions of the Act and the rules framed there under.
Therefore, the clause (v) of paragraph 3 of the Order is not
applicable to the Company.

vi. The Central Government has not prescribed the
maintenance of cost records under sub section (1)
of Section 148 of the Act in respect of the activities
undertaken by the Company. Therefore, the clause (vi) of
paragraph 3 of the Order is not applicable to the Company.

vii. In respect of Statutory dues :

a) Undisputed statutory dues including Goods and
Service tax, provident fund, employees state
insurance, profession tax, labour welfare fund, income
tax, and any other statutory dues have been generally,
regularly deposited with appropriate authorities.
According to the information and explanations given
to us, there were no undisputed amounts payable
in respect of the aforesaid dues, outstanding as on
March 31,2025 for a period of more than six months
from the date they became payable.

b) Details of statutory dues referred to in sub- clause
(a) above which have not been deposited as on
March 31, 2025 on account of disputes are given
below:

Name of the Statutes	Nature of the Dues	Period to which it relates	in Lakhs (*)	Forum where the dispute is pending
The Central Sales Tax Act, 1956 and Sales Tax Acts of various States	Sales Tax / VAT / Entry Tax	2007-08 to 2010-11,2011-12, 2012-13, 2013-14, 2010-11 to 2017-18	12,801	Honble High Court
		2015-16, 2016-17, 2017-18,	102	Office of Commissionerate
		2007-08, 2016-17	7	Commissioner (Appeals)
		2016-2017	4	Deputy Commissioner (Appeals)
		2016-17, 2009-10	8	Joint Commissioner Commercial Taxes Appeal
		2008-09, 2010-11,2011-12, 2012-13, 2013-14, 2014-15, 2016-17, 2017-18	26	Tribunal
		2015-16, 2016-17, 2017-18	26	Excise & Taxation office
The Finance Act, 1994 Central Goods and Service Tax Act, 2017	Service Tax / GST	2017-18, 2018-19	52	Commissioner
		2010-11,2010-15, 2015-17, 2018-19, 2016-17, 2017-18	11,467	Tribunal
		2018-19	360	Joint Commissioner Appeals
		2010-15, 2015-17, 2017-18, 2018-19	4,570	Commissioner Appeals
Name of the Statutes	Nature of the Dues	Period to which it relates	in Lakhs (*)	Forum where the dispute is pending
		2017-18, 2018-19, 2019-20, 2020-21,2021-22	864	Assistant Commissioner GST
		2017-18, 2019-20, 2020-21	436	Joint Commissioner GST
		2006-07, 2007-08, 2008-09, 2009-10, 2010-11,2011-12, 2017-18, 2019-20	15,895	Honble High Court
		2018-19	9	Additional commissioner (GST) Appeal
		2018-19	201	Assistant Commissioner Appeals
		2017-18, 2018-19, 2019-20	274	Deputy Commissioner
		2019-20, 2021-22	21	Commissioner
Property Tax	Property Tax	2010-24	103	Hon. Supreme Court
		2015-18, 2016-24, 2017-25, 2018- 19, 2018-25, 2019-21, 2019- 25	3	Judicial First Class Magistrate
		2005-24, 2006-24, 2007-24, 2008-09, 2009-15, 2009-25, 2010-12, 2010-17, 2010-24, 2012-24, 2013-16, 2013-24, 2014-15, 2014-17, 2016-17, 2016-24, 2016-25, 2018-24, 2020-21,2021-23, 2023-24, 2023-25, 2024-25	23,162	Hon. High Court
		2002-18, 2009-11	40	District Court
The Income Tax Act, 1961	Income Tax	2017-18, 2018-19, 2022-23	3,074	Assessing Officer
		Total	73,505

(*) Net of amount deposited under protest

viii. There were no transactions relating to previously
unrecorded income that were surrendered or disclosed as
income in the tax assessments under the Income Tax Act,
1961 (43 of 1961) during the year.

ix. a) In our opinion according to the information and

explanations given and books of account and records
examined by us and considering the Corporate Debt

Restructuring (CDR) scheme with banks, financial
institution; we are of the opinion that as on March
31,2025 the Company has defaulted in repayments
of loans to banks, financial institution, EARC, foreign
lenders and FCCB holders aggregating to 6,93,045
lakhs (Refer note no. 18.4 to the Financial Statements).
Details of such default are as under:

Nature of borrowing including debt securities	Name of lender	Amount not paid on due date ( In Lakhs)	Whether principal or interest	No. of days delay or unpaid	Remarks, if any
Term Loan	Corporation Bank	7,684	Principal	1 to 1371 days
		17,612	Interest	1 to 2375 days
	Canara Bank	13,138	Principal	1 to 1371 days
		29,884	Interest	1 to 2375 days
	IDBI Bank	7,459	Principal	1 to 1371 days
		15,981	Interest	1 to 2375 days
	Indian Bank	2,350	Principal	1 to 1371 days
		6,145	Interest	1 to 2375 days
	LIC of India	10,597	Principal	1 to 1371 days
		23,595	Interest	1 to 2375 days
	Edelweiss Asset Reconstruction Company Limited (EARC)	1,50,658	Principal	1 to 1371 days
		3,37,281	Interest	1 to 2404 Days

 

Nature of borrowing including debt securities	Name of lender	Amount not paid on due date ( In Lakhs)	Whether principal or interest	No. of days delay or unpaid	Remarks, if any
FCCB	FCCB Holders	32,068	Principal	1 to 888 Days
		28,928	Interest	1 to 2349 days
Term Loan	Deutsche Investitions- und- Entwicklu ngsgesellschaft mbH (DEG) / Calypso	6,924	Principal	1479 to 3213 days
		2,741	Interest	18 to 3213 days
	Total	6,93,045

b) As per information and explanations received, the
Company has not been declared wilful defaulter by
any bank or financial institution or other lender.

c) In our opinion, and according to the information
and explanations given and records examined by
us, during the year the Company has not raised any
money by way of term loan.

d) The Company has not raised any funds on the short-
term basis. Therefore, the sub-clause (d) of clause
(ix) of paragraph 3 of the Order is not applicable to
the Company.

e) The Company does not have any subsidiary,

associate or joint venture. Therefore, the sub-clause

(e) of clause (ix) of paragraph 3 of the Order is not
applicable to the Company.

f) The Company does not have any subsidiary,

associate or joint venture. Therefore, the sub-clause

(f) of clause (ix) of paragraph 3 of the Order is not
applicable to the Company.

x. a) During the year, the Company has not raised money

by way of initial public offer or further public offer
(including debt instruments) and therefore, the sub-
clause (a) of clause (x) of paragraph 3 of the Order is
not applicable to the Company.

b) The Company has not made any preferential
allotment or private placement of shares or
convertible debentures (fully or partly or optionally
convertible) and therefore, the sub-clause (b)
of clause (x) of paragraph 3 of the Order is not
applicable to the Company.

xi. a) Based on the audit procedures performed for the

purpose of reporting the true and fair view of the
financial statements and as per information and
explanations given to us, no fraud by the Company
or on the Company has been noticed during the
year. Further, refer note No. 58 to the Financial
Statements regarding the dismantling of towers by
the landowners / others.

b) According to the information and explanations given
to us, no report under sub- section 12 of section
143 of the Act has been filed by us or by any other
auditor in Form ADT-4 as prescribed under Rule 13

of Companies (Audit and Auditors) Rules, 2014 with
the Central Government.

c) There are no whistle blower complaints received by
the Company during the year.

xii. The Company is not a nidhi company. Therefore, the
provisions of clause (xii) of paragraph 3 of the Order are
not applicable to the Company.

xiii All transactions with related parties are in compliance
with sections 177 and 188 of the Act and their details
have been disclosed in the financial statements etc., as
required by the applicable accounting standards.

xiv a) The Company has an internal audit system

commensurate with the size and nature of its
business.

b) We have considered the internal audit reports of the
Company issued till date, for the period under audit.

xv. The Company has not entered into any non-cash
transaction with directors or persons connected with him
as referred to in Section 192 of the Act.

xvi. a) The Company is not required to be registered under

section 45-IA of the Reserve Bank of India Act,
1934.

b) In our opinion, and according to the information and
explanations provided to us and on the basis of our
audit procedures, the Company has not conducted
any Non- Banking Financial or Housing Finance
activities during the year as per the Reserve bank of
India Act 1934.

c) The Company is not a Core Investment Company
(CIC) as defined in the regulations made by the
Reserve Bank of India.

xvii. Company has incurred cash losses of 54,422 lakhs in
the financial year and 32,023 lakhs in the immediately
preceding financial year.

xviii. There has been no resignation of the statutory auditors
during the year. Therefore, provisions of clause (xviii)
of Paragraph 3 of the Order are not applicable to the
Company.

xix. According to the information and explanations given
to us and on the basis of the financial ratios, ageing

and expected dates of realization of financial assets
and payment of financial liabilities, other information
accompanying the financial statements, our knowledge
of the Board of Directors and management plans and
based on our examination of the evidence supporting
and the various conditions specified under paragraph
"Material uncertainty related to Going Concern" above,
which indicates and causes us to believe that material
uncertainty exists as on the date of the audit report, that
the Company is capable of meeting all of its liabilities
existing at the date of balance sheet as and when they
fall due within a period of one year from the balance sheet
date.

xx. The Company has incurred losses during the three
immediately preceding financial years; accordingly, the
Company is not required to do CSR expenses under

Section 135 of the Act. Therefore, provisions of sub-
clause (a) and (b) of clause (xx) of Paragraph 3 of the Order
are not applicable to the Company.

xxi. The Company is preparing and presenting Standalone
Financial Statement as the Company is not having any
subsidiary, associate, and joint venture company in the
group. Therefore, provisions of clause (xxi) of Paragraph 3
of the Order are not applicable to the Company.

ANNEXURE "B" TO THE INDEPENDENT AUDITORS REPORT
ON THE STANDALONE FINANCIAL STATEMENTS OF GTL
INFRASTRUCTURE LIMITED

(Referred to in paragraph 2 (f) under ‘Report on Other Legal
and Regulatory Requirements of our report of even date)

Report on the Internal Financial Controls with reference to
Financial Statements under Clause (i) of Sub-section 3 of
Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls with reference to
financial statements of GTL INFRASTRUCTURE LIMITED ("the
Company") as of March 31,2025 in conjunction with our audit
of the financial statements of the Company for the year ended
on that date.

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing
and maintaining internal financial controls based on the internal
control with reference to financial statements criteria established
by the Company considering the essential components of internal
control stated in the Guidance Note on Audit of Internal Financial
Controls Over Financial Reporting (the "Guidance Note") issued
by the Institute of Chartered Accountants of India ("ICAI").
These responsibilities include the design, implementation and
maintenance of adequate internal financial controls that were
operating effectively for ensuring the orderly and efficient
conduct of its business, including adherence to companys
policies, the safeguarding of its assets, the prevention and
detection of frauds and errors, the accuracy and completeness
of the accounting records, and the timely preparation of reliable
financial information, as required under the Act.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys
internal financial controls with reference to these financial
statements based on our audit. We conducted our audit in
accordance with the Guidance Note issued by ICAI and the

Standards on Auditing prescribed under Section 143(10) of
the Act, to the extent applicable to an audit of internal financial
controls. Those Standards and the Guidance Note require that
we comply with ethical requirements and plan and perform the
audit to obtain reasonable assurance about whether adequate
internal financial controls with reference to these financial
statements was established and maintained and if such
controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit
evidence about the adequacy of the internal financial controls
system with reference to these financial statements and their
operating effectiveness. Our audit of internal financial controls
with reference to financial statements included obtaining an
understanding of internal financial controls with reference to
these financial statements, assessing the risk that a material
weakness exists, and testing and evaluating the design and
operating effectiveness of internal control based on the assessed
risk. The procedures selected depend on the auditors judgement,
including the assessment of the risks of material misstatement of
the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion on the
Companys internal financial controls system with reference to
these financial statements.

Meaning of Internal Financial Controls with Reference To
These Financial Statements

A companys internal financial control with reference to these
financial statements is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes
in accordance with generally accepted accounting principles.
A companys internal financial control with reference to these
financial statements includes those policies and procedures that
(1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of
the assets of the Company; (2) provide reasonable assurance that

transactions are recorded as necessary to permit preparation
of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the
Company are being made only in accordance with authorisations
of management and directors of the Company ; and (3) provide
reasonable assurance regarding prevention or timely detection
of unauthorised acquisition, use, or disposition of the Companys
assets that could have a material effect on the Financial
statements.

Inherent Limitations of Internal Financial Controls with
Reference To These Financial Statements

Because of the inherent limitations of internal financial controls
with reference to these financial statements, including the
possibility of collusion or improper management override of
controls, material misstatements due to error or fraud may
occur and not be detected. Also, projections of any evaluation of
the internal financial controls with reference to these financial
statements to future periods are subject to the risk that the
internal financial control with reference to these financial
statements may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or
procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to
the explanations given to us, the Company has, in all material
respects, an adequate internal financial controls system with
reference to these financial statements and such internal
financial controls with reference to these financial statements
were operating effectively as at March 31, 2025, based
on the criteria for internal financial control with reference
to these financial statements established by the Company
considering the essential components of internal control stated
in the Guidance Note on Audit of Internal Financial Controls
Over Financial Reporting issued by the Institute of Chartered
Accountants of India.

For CVK & Associates

Chartered Accountants

Firm Regd.No.101745W

 

Shriniwas Y. Joshi

(Partner)

Membership No. 032523

UDIN: 25032523BMIHXH7275

 

Place : Mumbai

Dated : May 8, 2025