GTL Infrastructure Ltd Directors Report

To

The Members,

Your Directors are pleased to present their Twenty Second Annual Report together with the Audited Financial Statements for the
year ended March 31,2025.

1. STATE OF COMPANYS AFFAIRS
Financial Highlights:

( in Lakhs)

Particulars	FY 2024-25	FY 2023-24
Revenue from Operations	134,407	137,201
Other Income	2,162	5,124
Total Revenue	136,569	1,42,325
Profit / (Loss) before Depreciation & Amortization Expenses, Finance Costs, Exceptional Item & Tax	29,741	41,715
Less: Depreciation & Amortization Expenses	24,405	27,799
Profit / (Loss) before Finance Costs, Exceptional Item & Tax	5,336	13,916
Less: Finance Costs	92,851	80,509
Profit / (Loss) before Exceptional Items & Tax	(87,515)	(66,593)
Less: Exceptional Items [Impairment of Assets]	-	1,543
Profit / (Loss) before Tax	(87,515)	(68,136)
Less: Tax Expenses	-	-
Profit / (Loss)	(87,515)	(68,136)
Other Comprehensive Income	(51)	(38)
Total Comprehensive Income	(87,566)	(68,174)

The Figures for the corresponding previous year have been regrouped /reclassified wherever necessary to make them comparable.

Results of Operations

Key Highlights of the Company for the financial year ended March 31,2025 are as under:

• Total Revenue from Operations for current financial year stands at 134,407 Lakhs as against 137,201 Lakhs for
the previous financial year.

• Normalized EBITDA for current financial year stands at 18,018 Lakhs as against 19,826 Lakhs for the previous
financial year.

Telecom Sector Developments and its impact

The Company has from time to time informed about various developments in Indian Telecom Sector, which were beyond
the control of the Company and the management. The first set of issues included the landmark judgement of the Honble
Supreme Court cancelling 122 2G telecom licenses in February 2012 (including licenses of Uninor, Videocon, Etisalat, Idea
and Tata), the Vodafone Tax issues, the 3G auctions and the unsustainable debt accumulated by the telecom companies.
All these factors led to mass exits of operators and significant scale down by the remaining. As a result, majority of the
Companys telecom sites turned into single tenant sites.

Thereafter, the year 2017-18 has seen unprecedented shutting down of some of the major telecom operators such as Aircel
Group (then largest customer of the Company), Tata Teleservices, Reliance Communication, Sistema Shyam (merged with
Reliance Communication) and Telenor (merged with Airtel). The table below, clearly highlights the impact of tenancy loss the
Company has faced over the last decade, despite having long term binding contracts with telecom operators:

NO Events of Tenancy Loss	No. of Tenancy	Period	Comments
1. Cancellation of 2G licenses	4,319	Upto December 2017	Supreme Court Judgement on cancellation of 122 2G telecom licenses
2. Slower 3G/BWA growth	4,750	Since FY 2012-2013	Industry slowdown following the
3. Operator scale back due to auction	3,500		Supreme Court verdict
4. Aircel default of commitment of additional 20,000 tenancies	15,200	May 2014	Legal and financial issues
5. RCom shutdown of wireless business	1,386	August & September 2017	Unsustainable business due to
6. TATA exit from wireless business	2,910	Since May 2017	competition
7. Merger of Vodafone - Idea (VIL)	3,275	Since April 2018	Forced industry consolidation due to
8. Consolidation of Telenor with Airtel	1,395	During 2018-19	competition
9. Aircel filing of bankruptcy	23,727	January 2018	Unsustainable business due to competition
10. BSNL exits due to uncertainty of collection	1,767	Since FY 2018-19	Unsustainable business due to competition
11 Exit during business course with various reasons	6,047	Since April 2013
Aggregate tenancy loss from 2012 to 2025	68,276

Resultantly, these operators abandoned tower sites of the Company making more than 14,000 towers sites unoccupied,
which is more than 50% of the total tower portfolio. These discontinuing operators did not make any payment of their
contractual dues to the Company, including rent payable to landlords, statutory dues such as property tax, NA tax, local body
tax, employees dues and vendors claims etc., many of which are pass through payments for the Company. As a result,
the Company was saddled with substantial costs and liabilities including rents, vendors claims and statutory dues on such
unoccupied towers without any revenue. The Company has requested Edelweiss Asset Reconstruction Company Limited
("EARC") being Monitoring Institution, on regular basis for making payments due to the landlords of the unoccupied sites,
however, the same is yet to be approved.

The Company had also attempted to salvage unoccupied tower sites and accordingly resolution plans submitted by the
Company included payment of rent to landowners, settlement to vendors and employees. However, none of the resolution
proposals were considered by the lenders.

Due to non-receipt of the rental amounts from the discontinuing operators as per contractual arrangement, pending
approval of payment requests of the Company with the Monitoring Institution and non-resolution of issue of unpaid liabilities
towards unoccupied towers, the rentals to landlords for those unoccupied sites remained unpaid. As a result, the disgruntled
landowners have issued legal notices and initiated various legal proceeding including criminal cases against the Company,
its directors and its officials. Furthermore, many of the landowners blocked access to our Companys employees to the sites.
Exploiting these circumstances, certain unknown miscreants / disgruntled landowners have also resorted to unauthorized
dismantling / theft of towers and equipments attached thereto.

The Company, on its part, are taking various mitigation measures to protect its assets such as carrying out additional survey
of its sites, discussion with landowners for convincing them for not resorting to such actions; negotiating with customers /
telecom operators for getting new tenants on such unoccupied towers, deployment of Tower Vigilance Team (TVT), submission
of proposal to lenders for unfeasible sites etc. Strategic deployment of TVT has yielded significant positive outcomes, with the
Company successfully curbing a high number of tower theft incidents.

Despite continuous efforts of the Company, its Board of Directors and the management to protect its assets, 363 sites got
dismantled during the financial year ended March 31, 2025 out of unoccupied sites. The Company continues to pursue
its insurance claims and appropriate actions against the landlords / unknown miscreants including filing FIR, wherever
applicable.

Need for restructuring of debt

Due to the unprecedented shutdowns / bankruptcies and consolidation in telecom sector over past 8-9 years, the Companys
debt has become unsustainable necessitating urgent restructuring to bring it to a sustainable level. The Company believes that
lenders need to restructure the debt in time bound manner after completing TEV study as per Reserve Bank of Indias guidelines
and accordingly continues to actively engage with its lenders to arrive at mutual acceptable resolution.

Since 2010, the Company has repaid an aggregate of approximately 19,348 crores to its lenders towards debt servicing, in
cash and equity conversions. This demonstrates the Companys consistent efforts to maximize recovery for lenders, despite the
prolonged challenges faced by the telecom sector.

Meanwhile, one of the secured lenders viz. Canara Bank filed petition before the National Company Law Tribunal, Mumbai Bench
("NCLT") under Insolvency & Bankruptcy Code, 2016 for initiation of Corporate Insolvency Resolution Process ("CIRP"), which got
dismissed on November 18, 2022. The said lender has filed an appeal against this order before the Honble National Company
Law Appellate Tribunal ("NCLAT"). The NCLAT in its final order October 25, 2024, has, while allowing the said appeal, set aside
the order passed the Honble NCLT and remanded the case to the Honble NCLT for fresh hearing of the original petition filed by
Canara Bank, taking all relevant facts into account. Accordingly, the matter is pending for final hearing before the NCLT.
Nevertheless, the Company has received sanction from Canara Bank towards One-time Settlement, which has been accepted by the
Company. Currently, the Company is in process of complying with the terms and conditions of the said sanction, which is subject to the
requisite approvals. Further, the Company is in discussion with other lenders for One-time Settlement (OTS) / Restructuring of debts.

Going Concern

Events, as stated in Financial Statements for the year ended March 31,2025, cast significant doubt on the Companys ability
to continue as a going concern. However, there are following positive developments in telecom sector, which will lead to
stabilizing telecom sector

1. Government of India has introduced new telecom policy that is expected to reform and simplify the regulatory and
licensing regime for telecommunications, even as it removes bottlenecks in creating telecom infrastructure, protects
users, and provides a four-tiered structure for dispute resolution. Additionally in December 2024, the Department of
Telecommunication ("DoT") extended its support to the telecom industry by dispensing with the requirement of bank
guarantee to be submitted for spectrum auctions held prior to the Telecom Reform package 2021 with certain conditions.

2. In March 2025, Vodafone Idea Limited ("VIL") announced that the Government of India has decided to convert a part
of their outstanding spectrum auction dues, including deferred dues repayable after expiry of the moratorium period
into equity shares to be issued to the Government. Further, VIL in its recent press release announced launch of its 5G
services in Mumbai, Chandigarh and Patna and their plans to roll out in Delhi and Bangalore. During last year, VIL raised
equity of 26,00,000 lakhs including 18,00,000 lakhs from the largest FPO in India, promoter infusion of 4,00,000
lakhs and conversion / equity issuance to key vendors of approx. 4,00,000 lakhs.

3. Bharti Airtel Limited and Reliance Jio Infocomm Limited continue to roll out new sites to penetrate their 5G network.

4. Hike in mobile call and data tariffs by telecom operators thereby increase in Average Revenue Per User (ARPU).

The above are clear indicators of an opportunity for Tower Cos in India, as many new locations will be required for capacity
expansion and greenfield coverage across Pan India circles. In light of the same, the management of the Company believes
that the aforementioned events in telecom sector are positive developments which will lead to increased demand for its
towers and thereby increase in the revenue and EBITDA levels.

It was also observed in the order dated November 18, 2022 passed by the Honble NCLT that the business of the Company is
sustainable, it is a viable going concern under its current management and the overall financial health of the Company is not
bad enough to be admitted under CIRP.

In addition to the above, various resource optimization initiatives undertaken by the Company, can lead to stabilization and
revival. The Company is also regular in payment of statutory dues, taxes, employee dues etc. Further, the Company also
continues to pursue contractual claims of approx. 15,46,854 Lakhs from various operators in respect of premature exits by
them in the lock in period and OTS/debt restructuring by lenders. During the year ended March 31,2025, the Company paid
13,059 lakhs to its lenders including upfront amount for considering the OTS/ Restructuring proposal to lenders.

Considering the above and as the Company does not have any intention to discontinue its operations or liquidate its assets,
the Company continues to prepare the books of account on Going Concern basis.

2. RECENT DEVELOPMENTS AT MACRO AND MICRO ECONOMIC LEVEL

The details in respect of recent developments at macro and micro economic level are covered under Management Discussion
and Analysis (MD&A) Report, which forms part of the Annual Report.

3. MANAGEMENT DISCUSSION AND ANALYSIS

The MD&A Report for the year under review, as stipulated under Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations") is presented in a separate section forming part
of the Annual Report.

4. DEBT RESTRUCTURING

The details in respect of debt resolution plan are provided in separate section under the heading "Debt Resolution Plan" under
MD&A Report, which forms part of the Annual Report.

5. TRANSFER TO RESERVES

The Company has not transferred any amount to the General Reserve for the financial year ended March 31,2025.

6. DIVIDEND

Since your Company has posted losses for the current financial year, your Directors express their inability to recommend any
dividend on the paid up Equity Share Capital of the Company for the financial year ended March 31,2025.

As per Regulation 43A of the Listing Regulations, top 1,000 listed companies based on market capitalization shall formulate a
dividend distribution policy, which shall be disclosed on the website of the listed entity. Accordingly, the Dividend Distribution
Policy is available on the Companys website www.gtlinfra.com .

7. SHARE CAPITAL

a. The movement of Equity shares due to allotment of shares is as under:

Particulars	No. of Equity Shares
Equity Shares as on April 1,2024	12,80,70,20,947
Add: Allotments of Equity Shares to Bond Holders upon conversion of Bonds during the year	20,90,948
Equity Shares as on March 31,2025	12,80,91,11,895
Add: Allotments of Equity Shares to Bond Holders upon conversion of Bonds post March 31,2025	-
Equity Shares as on September 03, 2025	12,80,91,11,895

The Company has only one class of equity shares and it has not issued equity shares with differential rights or swea
equity shares.

Further to information furnished in the previous year Directors Report, 9,27,27,522 equity shares allotted to Trust are
yet to be listed due to pending receipt of requisite details from Bondholders.

b. Foreign Currency Convertible Bonds (FCCBs)

The details of outstanding Foreign Currency Convertible Bonds are as follows:

Particulars	No. of Series B1 Bonds (of US$ 1,000 each)	No. of Series B2 Bonds (of US$ 1,000 each)	No. of Series B3 Bonds (of US$ 1,000 each)	Total No. of Bonds (of US$ 1,000 each)	No. of Equity Shares upon conversion
FCCBs allotted	80,745	86,417	30,078	197,240	-
Converted till date	53,147.5	48,946	19,797	121,890.5	79,39,77,620
Balance as September 03, 2025	27,597.5	37,471	10,281	75,349.5	-

* Series B1 and B3 bonds have become compulsorily convertible upon maturity date i. e. October 27,2022. The Company has requested

bondholders to share their respective details for converting bonds and crediting equity shares to their respective accounts. However, the
Company is still awaiting the relevant details of bondholders w.r.t. Series B1 Bonds and Series B3 Bonds.

** Series B2 Bonds are redeemable and have matured on October 27,2022. The lead lender has informed the Company that till the time

the entire outstanding secured debt of the secured lenders is fully paid off, no other creditor including Series B2 bondholders, which rank
sub-ordinate to the secured creditors, can be paid in priority. Hence, the Company could not redeem Series B2 Bonds on its maturity.
In terms of Terms and Conditions of Series B2 Bonds, bondholders can exercise their right for conversion of bonds into equity shares till
the date of receipt of redemption amount by the Principal Agent / Trustee of the Series B2 bonds.

If bonds are converted into equity shares of the Company, the number of equity shares would go up by 49,08,16,093.

8. FIXED DEPOSITS

During the year under review, the Company has not accepted any public deposits under chapter V of the Companies Act, 2013
(the "Act") from public or from its members.

9. MATERIAL CHANGES AND COMMITMENTS

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

10. SHIFTING OF REGISTERED OFFICE

During the financial year the Company has shifted its Registered office from 3rd Floor, Global Vision, Electronic Sadan-,
MIDC, TTC Industrial Area, Mahape, Navi Mumbai - 400 710 to 7th Floor, Building No. A, Plot EL-207, MIDC, TTC Industrial
Area, Mahape, Navi Mumbai - 400 710, Maharashtra, India with effect from December 16, 2024.

11. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013, the Board of Directors, to the best of their
knowledge and ability, in respect of financial year ended March 31,2025 confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards had been followed and there were no
material departures;

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

iii. they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities;

iv. they had prepared the annual accounts on a going concern basis;

v. they had laid down internal financial controls to be followed by the Company and that such internal financial controls
are adequate and were operating effectively; and

vi. they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems
were adequate and operating effectively.

12. DIRECTORS & KEY MANAGERIAL PERSONNEL

Mr. Vikas Arora (DIN: 09785527), Director of the Company, retires by rotation at the ensuing Annual General Meeting ("AGM")
and being eligible, offers himself for re-appointment.

The Board of Directors, on the recommendation of Nomination & Remuneration Committee, re-appointed Mr. Vikas Arora as
the Whole-time Director of the Company. The Board has placed appropriate resolution for re-appointment of Mr. Arora as
the Whole-time Director for a period of 3 years effective from November 10, 2025 for consideration of members.

Background of the Director proposed to be appointed / re-appointed along with other required details forms part of Notice.

During the year, Mr. N. Balasubramanian (DIN: 00288918), Dr. Anand P. Patkar (DIN: 00634761) and Mr. Vinod Agarwala
(DIN: 01725158) ceased to be Independent Directors of the Company w.e.f. September 15, 2024 upon completion of their
respective second tenure as an Independent Directors. The Board places on record its appreciation for their invaluable
contribution and guidance provided to the Company.

Mr. Ajit Shanbhag was appointed as Chief Financial Officer and Key Managerial Personnel ("KMP") under Section 203 of the
Companies Act, 2013 w.e.f. August 08, 2025 in place of Mr. Bhupendra J. Kiny, who ceased to be Chief Financial Officer and
KMP w.e.f. August 07, 2025. The Board places on record its appreciation for Mr. Kiny for the valuable contribution provided
to the Company.

Pursuant to the provisions of Section 203 of the Act, currently, Mr. Vikas Arora - Whole-time Director, Mr. Ajit Shanbhag -
Chief Financial Officer and Mr. Nitesh A. Mhatre - Company Secretary are the Key Managerial Personnel of the Company.

13. DECLARATION BY INDEPENDENT DIRECTORS

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

14. NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met ten (10) times during the financial year, the details of which are given in Corporate Governance
Report that forms part of this Report.

15. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors
pursuant to the provisions of the Act and Corporate Governance requirements as prescribed by the Listing Regulations.

The performance of the Board and its Committees was evaluated by the Board after seeking inputs from all the Board / Committee
members on the basis of the criteria such as composition of the Board / Committee and structure, effectiveness of Board / Committee
processes, providing of information and functioning etc. The Board and the Nomination and Remuneration Committee also reviewed
the performance of the individual directors on the basis of the criteria such as attendance in Board / Committee meetings, contribution
of the individual director to the Board and committee meetings like preparedness on the issues to be discussed etc.

In a separate meeting of Independent Directors, performance of non-independent directors, performance of Board as a whole and
performance of the Chairman were evaluated taking into account the views of executive directors and non-executive directors.

16. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

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

17. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, as amended, is given below:

i. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the
financial year and the percentage increase in remuneration of each director, chief financial officer, company secretary
or manager, if any, in the financial year:

Executive Directors	Ratio to median remuneration	% increase in remuneration in the financial year
Mr. Vikas Arora	1:34.04	5%#
Non-executive Directors** (sitting fees only)	Ratio to median remuneration	% increase in remuneration in the financial year
Mr. Manoi G. Tirodkar	N.A.	N.A.
Mr. N. Balasubramanian	N.A.	N.A.
Dr. Anand P Patkar	N.A.	N.A.
Mr. Charudatta K. Naik	N.A.	N.A.
Mr. Vinod B. Agarwala	N.A.	N.A.
Mrs. Sunali Chaudhry	N.A.	N.A.
Ms. Dina S. Hatekar	N.A.	N.A.
Chief Financial Officer
Mr. Bhupendra J. Kiny	-	5%#
Company Secretary
Mr. Nitesh A. Mhatre	—	5% #

** Since Non-executive Directors received no remuneration, except sitting fee for attending Board / Committee meetings, the required
details are not applicable.

# Considered only CTC while calculation.

ii. The percentage increase / (decrease) in the median remuneration of employees in the financial year: 10%

iii. The number of permanent employees on the rolls of the Company: 787

iv. Average percentage increase already made in the salaries of employees other than the managerial personnel in last
financial year and its comparison with the percentage increase in the managerial remuneration and justification thereof
and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average annual increase in salaries of employees is 8.87%. Increase in the managerial remuneration for the year was 5%.

v. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms that the remuneration is as per the remuneration policy of the Company.

18. INTERNAL FINANCIAL CONTROL SYSTEMS

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

19. AUDIT COMMITTEE

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

20. AUDITORS AND AUDITORS REPORT

M/s. CVK & Associates (FRN: 101745W), Chartered Accountants were appointed as the Statutory Auditors of the Company for
a tenure of 5 years commencing of the Twentieth (20^th) AGM held on September 28, 2023 until the conclusion of the Twenty
Fifth (25th) AGM to be held in the year 2028. The Statutory Auditors Report does not contain any qualification, reservation,
adverse remark or disclaimers. As regards the Auditors opinion regarding material uncertainty related to Going Concern, the
Company has furnished required details / explanations in Note no. 57 to Notes to the Financial Statements.

21. COST AUDIT

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

22. SECRETARIAL AUDITOR AND SECRETARIAL AUDITORS REPORT

The Board had appointed Mr. Chetan A. Joshi, Practising Company Secretary, to conduct the Secretarial Audit of the Company
for the financial year 2024-25. The Secretarial Audit Report for the financial year ended March 31,2025 is given in Annexure
A (Form No. MR - 3) forming part of this Report.

Further, in terms of Regulation 24A of the Listing Regulations, a Secretarial Compliance Audit Report given by Practising
Company Secretary is annexed as Annexure B to this Report.

In accordance with the recent amendments to the Listing Regulations, the Board has recommended to the members for their
approval for appointment of Mr. Chetan A. Joshi,Practising Company Secretary, as the Secretarial Auditor of the Company, for
a term of 5 (five) consecutive financial years commencing from the financial year 2025-26 to the financial year 2029-30.

23. COMPLIANCE WITH SECRETARIAL STANDARD

The Company has complied with applicable secretarial standards as prescribed by the Institute of Company Secretary of India.

24 COMPLIANCE WITH SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention,Prohibition & Redressal) Act, 2013
("POSH Act") and the Rules made thereunder (as amended), the Company has in place a policy which mandates no tolerance against
any conduct amounting to sexual harassment of women at workplace. The Company has constituted Internal Complaints Committee(s)
to redress and resolve any complaints arising under the POSH Act. The Company has not received any complaints during the year.

25. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The Company is fully compliant with the provisions of the Maternity Benefit Act, 1961 (as amended). All eligible women
employees are provided maternity leave and related benefits in accordance with statutory requirements. The Company
also extends additional support through flexible work arrangements, medical assistance, and a supportive workplace
environment to ensure the well-being of employees during and after maternity.

26. RISKS

A separate section on risks and their management is provided in the MD&A Report forming part of this Report. The Audit
Committee and the Risk Management Committee monitor the risk management plan and ensures its effectiveness. It is
important for members and investors to be aware of the risks that are inherent in the Companys businesses. The major risks
faced by the Company have been outlined in this section to allow members and prospective investors to take an independent
view. The Company strongly urges Shareowners/ Investors to read and analyze these risks before investing in the Company.

27. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year under review, the Company has neither provided any loans / corporate guarantees nor made any investment.

28. PARTICULARS OF RELATED PARTY TRANSACTION

All related party transactions entered into during the financial year were on an arms length basis and were in ordinary course
of business. None of the transactions with related parties falls under the scope of Section 188(1) of the Act. Accordingly, a
statement pursuant to provisions of Section 129(3) of the Act in Form No. AOC-2 is not required to be furnished.

The Policy on Related Party Transactions as approved by the Board is uploaded on the Companys website
www.gtlinfra.com .

29. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have Subsidiary or Joint Venture Company. Accordingly, a statement pursuant to provisions of Section
129(3) of the Act in Form No. AOC-1 is not required to be furnished.

30. CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and other details are furnished in
Annexure C of this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The CSR Policy is available on the Companys website www.gtlinfra.com .

31. ANNUAL RETURN AS ON MARCH 31,2025

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the draft Annual Return having all the available information
of the Company as on March 31,2025 is available on the Companys website at
https://www.gtlinfra.com/wp-content/uploads/2025/08/GTLINFRA MGT7 2025.pdf

32. CORPORATE GOVERNANCE AND VIGIL MECHANISM

The Company has complied with the Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of the Regulation 46
of the Listing Regulations. A separate Report on Corporate Governance along with the Certificate of the Auditor, M/s CVK &
Associates, Chartered Accountants, Mumbai confirming compliance of conditions of Corporate Governance as required under
Regulation 34(3) of the Listing Regulations forms part of this Report.

The Company has formulated and published a Whistle Blower Policy, details of which are furnished in the Corporate
Governance section, thereby establishing a vigil mechanism for directors and permanent employees for reporting genuine
concerns, if any. The policy is available on the Companys website at www.gtlinfra.com .

33. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

Regulation 34(2) of the Listing Regulations, as amended, inter-alia, provides that the Annual Report of the top 1000 listed
entities based on market capitalization (calculated as on 31st March of every Financial Year), shall include a Business
Responsibility and Sustainability Report (BRSR). Accordingly, the Company has presented its BRSR for the Financial Year
2024-25, which is part of this Annual Report as Annexure D.

34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

a. Conservation of Energy:

During the year, the Company continued its efforts towards conservation of energy by way of reduction of diesel
consumption at telecom tower sites through several initiatives of energy efficiency and fuel savings as under:

i) the steps taken or impact on conservation of energy:

a. Phase wise implementation of Li-Ion (LFP) Battery Bank with the salient features like higher depth of
discharge (DoD), fast charging and with a high load carrying capacity viz a viz VRLA battery bank with the
same AH rating. This feature provides the sound battery backup in case of long time EB failures resulting in
reduction of DG run hrs and fuel consumption.

b. Implementation of Adaptive Charging at sites where currently operator has increased their load by
implementing 5G (NR) or capacity enhancement in existing 4G (LTE) to optimize DG upgradation cost and at
the same time increasing DG efficiency thereby saving fuel.

c. Implementation of Preventive Maintenance activity through App based tool resulting in improved governance
and monitoring of DG sets and EB availability. This has helped Energy (fuel and EB) optimization.

d. Operating high EB availability sites with optimal fuel stock, thus reducing wastage as well as making sites
Fuel Free. A total of 3,555 sites are operating as Green sites.

e. New EB Connection done at 37 Sites which were diesel dependent, now operating with optimal diesel
utilization.

f. Constant monitoring of excessive energy use sites to identify root causes and rectify the same, thereby
controlling the excess consumption and conserving Energy.

ii) the steps taken by the Company for utilizing alternate source of energy:

Undertaking Proof of Concept trials for introducing new technologies like Li Ion Batteries, as a potential
replacement of Lead acid Batteries and Diesel Generators in extremely high dependent tower sites with excessive
Energy consumption and such other steps currently under evaluation by the Company.

iii) the capital investment on energy conservation equipment:

Not Applicable

b. Technology Absorption:

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

c. Foreign Exchange Earnings and Outgo:

During the year under review, the inflow and outgo of foreign exchange in actual terms were Nil respectively.

35. HUMAN RESOURCE

The associate base of the Company as on March 31,2025 stood at 787. For full details / disclosures refer to the Human
Resources section in the MD&A Report, which forms part of the Annual Report.

36. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Act read with sub-rules 2 & 3 of Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, as amended, names and other particulars of the top ten employees
in terms of remuneration drawn and the name of every employee who is in receipt of such remuneration as stipulated in
said Rules are required to be set out in a statement to this Report. This Report is being sent to the Members excluding the
aforesaid statement. In terms of Section 136 of the Act, the said statement is open for inspection at the Registered Office of
the Company. Any Member interested in obtaining a copy of the same may write to the Company Secretary at the Registered
Office of the Company. None of the employees listed in the said statement is related to any Director of the Company.

37. ACKNOWLEDGEMENT

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

On behalf of the Board of Directors,

Charudatta K. Naik

Chairperson

 

Mumbai

September 03, 2025