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, 2024, 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, 2024, 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 which states that, 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 has filed an appeal before the National Company Law Appellate Tribunal, ("NCLAT"), which is sub-judice, 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.

Emphasis of Matter

There was a qualification in earlier audit report because of difficulty in quantification of property tax. Refer Note no. 40 to the statement detailing efforts made by the Company to quantify the liability to be provided and contingent liability to be disclosed relating to property tax payable by the Company.

Considering the complexities involved in various litigations on the subject and non-receipt of demands for various sites in circles, the Company has made adequate provision and made disclosure under contingent liability for the balance amount of demand on the best estimate basis. In view of above, our opinion is not modified.

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, 2024. 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 by the Company by comparing the carrying value of the PPE to their recoverable amount to determine whether impairment was required to be recognised.	Our audit procedures included, among others:
For the purpose of the above impairment testing, value in use has been determined by forecasting and discounting future cash flows. 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.	– Updating our understanding of managements annual impairment testing process.
During the year ended March 31, 2024 the management assessed carrying values of PPE and an impairment provision of RS. 1,543 Lakhs and losses on account of dismantling of PPE of RS. 641 Lakhs have been recognised and reduced the aggregate carrying value of PPE to RS. 249,108 Lakhs, to their estimated recoverable value, which is the value in use (Refer Note no. 3(a), 35 and 58 to the Financial Statements).	– Assessing internal controls designed for identification of impairment indicators.
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.	– Ensuring that the methodology of the impairment exercise continues to comply with the requirements of Ind AS as adopted, including evaluating managements assessment of indicators impairment against indicators of impairment specified within Ind AS 36.
	– 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, etc.
	– 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.
	– Testing the arithmetical accuracy of the impairment model prepared by the management and obtaining the fair valuation report of value in use from an independent SEBI registered merchant banker.
	– Verifying the completeness of disclosure in the financial statements as per Ind AS 36.
2. Litigation Matters and Contingent Liabilities
The Company is subject to number of significant litigations.	Our audit procedures included, among others:
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, Application filed by a lender to the NCLT under IBC for the recovery of loan which was dismissed by NCLT and against which lender has filed an appeal before the National Company Law Appellate Tribunal, ("NCLAT), which is subjudice, arbitration with the vendors / service providers, etc.	– Assessing the procedures implemented by the Company to identify and gather the risks it is exposed to due to various litigations filed against it.
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 analysis performed by the Company, with relating supporting documentation, and reading written statements from internal legal experts, where applicable.
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.	– Discussion with the management on the development in these litigations during the year ended March 31, 2024.
	– Enquiring from the Companys legal counsel (internal) and study the responses as received from them.
	– Verification that the accounting and disclosure of contingent liability in the financial statements made by the Company is in accordance with the assessment of legal counsel / management.
	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.
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.	– Testing Operating Effectiveness: Select a sample of transactions and test the operating effectiveness of controls, such as verifying that revenue recognition is in compliance with Company policies and accounting standards.
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.	Test of Details:
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.	– Analytical Procedures: Compare current and prior period revenue figures to identify significant variances, investigating them further for potential misstatements.
	– Substantive Testing of Revenue Transactions: Select a sample of revenue transactions to verify accuracy and completeness, tracing them back to underlying contracts or agreements.
	– ConfirmationofRevenuewithCustomers:Independently 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 Appeal Orders: Examining NCLT appeal orders, which unequivocally affirm the Companys status as a going concern.
	– 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.
	– 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.
	– Debt Restructuring to Attain Sustainable Levels:
	Upholding the Companys Expectation of Prudent and Healthy Debt Repayment
	– Strategic Focus on EBITDA Optimization and Revenue
	Enhancement: To evaluate Companys going concern, we have reviewed its EBITDA, the anticipation 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 reduction in tenant exits 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) In 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, 2024 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2024, 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 utilized 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.

For CVK & Associates

Chartered Accountants

Firm Regd.No.101745W

Shriniwas Y. Joshi

Partner

Place : Mumbai Membership No. 032523 Dated : May 14, 2024 UDIN: 24032523BKARGR9618

"ANNEXURE A" TO THE INDEPENDENT AUDITORS REPORT ON THE 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 Ltd of 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 & Equipment and relevant details of Rights-Of-Use 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 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 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 lacs)	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	490	GTL Limited	No	June 29, 2006	The Company is in the process of changing the title
– Wanowarie, Havelli, Pune
Right of Use (ROU) Andhra Pradesh (80 Sites)	69	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.
Assam (139 Sites)	556
Bihar (380 Sites)	404
Chennai (209 Sites)	782				Due to the reasons mentioned
Delhi (371 Sites)	3,055				in the Note no. 3(e) to the
Himachal Pradesh (83 Sites)	333				Financial Statements the Company have More than
Jammu & Kashmir (106 Sites)	439				11,500 unoccupied towers
Jharkhand (85 Sites)	109				and as informed by the management, the lease agreement in such cases will
Karnataka (207 Sites)	308
Kerela (235 Sites)	1,060				be executed in the name of
Maharashtra (28 Sites)	118				the Company once there is
Mumbai (1 Sites)	1				addition of new tenant. As further explained to us, in
North East (52 Sites)	169				case of occupied sites, lease
Orissa (143 Sites)	165				agreements will be executed
Tamil Nadu (291 Sites)	846				in the name of the Company once they fall due for renewal.
Uttar Pradesh (Lucknow) (465 Sites)	1,036
Uttar Pradesh (Merut) (563 Sites)	1,458
West Bengal (278 Sites)	1,119
Total (3,716 Sites)	12,027

Further, in respect of 9 Immovable properties having Gross carrying value of RS. 4,549 Lakhs and Net carrying value of RS. 3,286 Lakh in respect of which original title deeds have been deposited with the lenders as security, have been verified based on confirmation letter by IDBI Trusteeship for those immovable properties and based on such documents, the title deeds and 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 to 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, 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, property tax & income tax 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, 2024 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, 2024 on account of disputes are given below:

Name of the Statutes	Nature of the Dues	Period to which it relates	RS. 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	12,814	Honble High Court
		2016-17	100	Office of Commissionerate
		2013-14, 2011-12, 2007-08, 2010-11, 2016-17	218	Commissioner (Appeals)
		2016-2017	4	Deputy Commissioner (Appeals)
		2016-17, 2009-10,	8	Joint Commissioner Commercial Taxes Appeal
		2008-09, 2010-11, 2014-15, 2013-14, 2011-12, 2012-13	18	Tribunal
The Finance Act, 1994	Service Tax / GST	2015 -2017, 2010-2015, 2017-18, 2018-19	1,526	Commissioner
		2018 -19, 2015 - 2017, 2010 - 2015, 2010-11, 2016-17 & 2017-18	12,008	Tribunal
		2017-18, 2018-19	68	Commissioner (A)
		2018-19, 2017-18,	4,003	Commissioner Appeals
		2010-2015
		2019-20, 2017-18, 2018-19	458	Assistant Commissioner GST
		2017-18 to 2021-22	22	Joint Commissioner GST
		2017-18, 2019-20	1,883	Honble High Court
Property Tax	Property Tax	2014-24, 2019-24	455	Hon. Supreme Court
		2008-10, 2011-12, 2013-18, 2019-20, 2022-24	25,218	Hon. High Court
		2012-14, 2018-24	273	District Court
The Income Tax Act, 1961	Income Tax	2017-18, 2018-19	1,352	Assessing Officer
		Total	60,428

(*) 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, 2024 the Company has defaulted in repayments of loans to banks, financial institution, EARC, foreign lenders and FCCB holders aggregating to RS. 5,58,544 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 RS. ( in Lakhs)	Whether principal or interest	No. of days delay or unpaid	Remarks, if any
Term Loan	Corporation Bank	6,330	Principal	1 to 1006
		14,328	Interest	1 to 2010
	Canara Bank	3,980	Principal	1 to 1006
		21,992	Interest	1 to 2010
	IDBI Bank	6,460	Principal	1 to 1006
		12,900	Interest	1 to 2010
	Indian Bank	1,895	Principal	1 to 1006
		5,009	Interest	1 to 2010
	LIC of India	8,382	Principal	1 to 1006
		18,952	Interest	1 to 2010
	Edelweiss Asset Reconstruction	120,194	Principal	1 to 1006
	Company Limited (EARC)	272,101	Interest	1 to 2039
FCCB	FCCB Holders	31,359	Principal	1 to 523
		25,813	Interest	1 to 1984
Term Loan	Deutsche Investitions und- Entwicklu ngsgesellschaft mbH (DEG)	6,766	Principal	1114 to 2848
		2,082	Interest	18 to 2848

b) As per information & 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. 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 its 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. 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. d) The Company has no Core Investment Company (CIC). xvi. Company has incurred cash losses of RS. 32,023 Lakhs in the financial year and RS. 57,118 Lakhs in the immediately preceding financial year. xvii. 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.

xviii. 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.

xix. 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.

For CVK & Associates

Chartered Accountants

Firm Regd.No.101745W

Shriniwas Y. Joshi

Partner

Place : Mumbai Membership No. 032523 Dated : May 14, 2024 UDIN: 24032523BKARGR9618

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

(Referred to in paragraph 2 (g) 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, 2024 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 the 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, 2024, 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

Place : Mumbai Membership No. 032523

Dated : May 14, 2024

UDIN: 24032523BKARGR9618