GTL Infrastructure Ltd Directors Report

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Oct 15, 2026|03:14:57 PM

GTL Infrastructure Ltd Share Price directors Report

To

The Members,

Your Directors are pleased to present their Twenty Third Annual Report together with the Audited Financial Statements for the year ended March 31, 2026.

1. STATE OF COMPANYS AFFAIRS

Financial Highlights:

in Lakhs

Particulars FY 2025-26 FY 2024-25
Revenue from Operations 1,37,197 134,407
Other Income 4,710 2,162
Total Revenue 1,41,907 136,569
Profit / (Loss) before Depreciation & Amortization Expenses, Finance Costs, Exceptional 38,110 29,741
Item & Tax
Less: Depreciation & Amortization Expenses 23,686 24,405
Profit / (Loss) before Finance Costs, Exceptional Item & Tax 14,424 5,336
Less: Finance Costs 56,321 92,851
Profit / (Loss) before Exceptional Items & Tax (41,897) (87,515)
Add: Exceptional Items 1,19,823 -
Profit / (Loss) before Tax 77,926 (87,515)
Less: Tax Expenses - -
Profit / (Loss) 77,926 (87,515)
Other Comprehensive income 102 (51)
Total Comprehensive Income 78,028 (87,566)

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

Results of Operations

Key Highlights of the Company for the financial year ended March 31, 2026 are as under:

- Total Revenue from Operations for current financial year stands at 137,197 Lakhs as against 134,407 Lakhs for the previous financial year.

Normalized EBITDA for current financial year stands at 21,706 Lakhs as against 18,018 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 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 materially impacted the operating environment. 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, Shyam Sistema (merged with Reliance Communication) and Telenor (merged with Airtel). These events substantially reduced the number of telecom operators and resulted in significant tenancy losses for the Company, despite having long term binding contracts with telecom operators.

Resultantly, the Company has lost approximately 69,743 tenancies since 2012. Consequently, more than 14,000 towers sites, abandoned by discontinuing operators, became unoccupied, leaving the Company saddled with substantial costs and liabilities relating to such unoccupied sites including rents payable to landlords, vendors claims and statutory dues, many of which were pass through for Company, without any corresponding revenue.

Due to non-receipt of the rental amounts, the disgruntled landowners resorted to legal actions against the Company and its officials and blocked access to Companys employees to the sites. Exploiting such situations, unknown miscreants / disgruntled landowners have also resorted to unauthorized dismantling / theft of towers and equipments attached thereto. Further, at certain sites, the Company was required to dismantle its towers, with the permission of its lenders, pursuant to court orders, directions / notices from statutory or local authorities and requirements arising from road / highway widening. To mitigate the risk of dismantling and in order to protect its assets from such miscreants, the Company continues to take various measures including carrying out additional surveys for 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; recovering site material, lodging of police complaints / FIR and pursue insurance claims, wherever applicable. However, the risk of unauthorized dismantling and theft of towers and material persists until the comprehensive resolution of unpaid liabilities on unoccupied towers is achieved.

Despite continuous efforts of the Company, its Board of Directors and the management to protect its assets, 362 sites got dismantled during the financial year ended March 31, 2026 out of unoccupied sites. The Company continues to pursue appropriate actions in relation thereto.

The Company also continues to pursue its contractual claims against telecom operators in respect of premature exits during contractual lock-in periods.

Going Concern

Events, as stated in Financial Statements for the year ended March 31, 2026, cast significant doubt on the Companys ability to continue as a going concern. However, following positive developments are expected to support long-term growth and stabilisation of the Company.

During the year, the Company has achieved material progress towards resolution of its debt obligations, including progress under the bilateral settlement framework agreed amongst the lenders. Pursuant to this framework, the Company has successfully concluded One-time Settlement (OTS) with two of its lenders, resulting in settlement of their respective dues. Pursuant to settlements, the proceedings initiated by the concerned lenders before the Debts Recovery Tribunal and the Honble National Company Law Tribunal have been withdrawn.

Under the OTS / Negotiated Settlement sanctioned by the Lead Lender, the Company continues to adhere to the milestone payments as per the terms and conditions thereof. The Company is also at an advanced stage of discussions with its remaining Rupee Term Loan lenders. It is also pertinent to note that since 2010, the Company has repaid approximately 20,58,650 Lakhs to its lenders towards debt servicing in cash and equity conversion, against the restructured loan of 11,16,326 Lakhs. Further, the Company continues to undertake various resource optimisation measures, remains regular in payment of statutory dues, taxes and employee dues, and has secured extensions of customer lock-in periods providing greater revenue visibility. The telecom sector is also witnessing positive developments supported by policy and regulatory measures, continued network expansion, increasing data consumption and investments in 4G / 5G, fibreisation and digital connectivity, which are expected to create long-term opportunities for telecom infrastructure providers.

Considering above facts, the Company has no intention to discontinue its operations or liquidate its operating assets. Accordingly, the Company continues to prepare the books of account on Going Concern basis.

Quashing of FIR by the Honble Bombay High Court

During the year, the Honble Bombay High Court, vide its judgment dated February 27, 2026, allowed the Writ Petition filed by the Company and quashed the First Information Report registered by the Central Bureau of Investigation (CBI). While considering the matter, the Honble Court, inter-alia, observed that there was no deception at the inception or subsequently on the part of the Company, and held that the investigation could not be permitted to continue any further. Accordingly, the proceedings arising from the said FIR against the Company do not subsist.

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 RESOLUTION

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 Reserve during the financial year ended March 31, 2026, in view of the accumulated losses.

6. DIVIDEND

In view of the accumulated losses, your Directors have not recommended any dividend on the paid-up Equity Share Capital of the Company for the financial year ended March 31, 2026.

As per Regulation 43A of the Listing Regulations, the Dividend Distribution Policy is made available on the Companys weblink at https://www.gtlinfra.com/wp-content/uploads/2022/08/GTLInfra-Dividend-Distribution-Policy.pdf

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, 2025 12,80,91,11,895
Add: Allotments of Equity Shares to Bond Holders upon conversion of Bonds during the year -
Equity Shares as on March 31, 2026 12,80,91,11,895
Add: Allotments of Equity Shares to Bond Holders upon conversion of Bonds post March 31, 2026 299,637
Equity Shares as on September 1, 2026 12,80,94,11,532

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

Further to information furnished in the previous year Directors Report, 9,24,67,113 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 48,992 19,797 121,936.5 79,42,77,257
Balance as September 1, 2026 27,597.5 37,425 10,281 75,303.5 -

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 49,05,16,456.

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. 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, 2026 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 profit 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.

11. DIRECTORS & KEY MANAGERIAL PERSONNEL

Mr. Charudatta Naik (DIN: 00225472), 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, appointed Mr. Jayant Bhimanwar (DIN: 09033879) as an Additional Director and Whole-time Director of the Company for a period of three years effective from August 6, 2026; and Mr. Abhijit Deshpande (DIN: 05203925) as an Additional Director in capacity of Non -Executive, Non-Independent Director of the Company. The Board has placed appropriate resolutions for appointment of Mr. Jayant Bhimanwar and Mr. Abhijit Deshpande for consideration of members.

Background of the Directors proposed to be appointed / re-appointed along with other required details forms part of Notice of AGM. Mr. Deepak Keluskar was appointed as Company Secretary and Key Managerial Personnel (KMP) under Section 203 of the Act w.e.f. February 15, 2026 in place of Mr. Nitesh Mhatre, who ceased to be Company Secretary and KMP w.e.f. February 14, 2026. The Board places on record its appreciation for Mr. Mhatre for the valuable contribution provided to the Company. Mr. Vikas Arora (DIN: 09785527) ceased to be Whole-time Director and Key Managerial Personnel of the Company w.e.f. May 12, 2026, due to transition within the organisation.

Pursuant to the provisions of Section 203 of the Act, currently, Mr. Jayant Bhimanwar - Whole-time Director, Mr. Ajit Shanbhag - Chief Financial Officer and Mr. Deepak Keluskar - Company Secretary are the Key Managerial Personnel of the Company.

12. DECLARATION BY INDEPENDENT DIRECTORS

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

13. NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met Eleven (11) times during the financial year, the details of which are given in Corporate Governance Report that forms part of this Report.

14. 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.

15. 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.

16. 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 ^ 1:22 -
Non-executive Directors* (sitting fees only) Ratio to median remuneration % increase in remuneration in the financial year
Mr. Charudatta K. Naik N.A. N.A.
Mr. Dhananjay P. Barve N.A. N.A.
Mr. Ramesh B. Bhosale N.A. N.A.
Mr. Jeevan U. Rai N.A. N.A.
Ms. Dina S. Hatekar N.A. N.A.
Mrs. Sunali Chaudhry N.A. N.A.
Chief Financial Officer
Mr. Ajit M. Shanbhag N.A. 20% #
Mr. Bhupendra J. Kiny ^^ Company Secretary N.A. -
Mr. Nitesh A. Mhatre ^^^ N.A. 14% #
Mr. Deepak A. Keluskar^^^^ N.A. -

* 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.

^ ceased to be Whole-time Director w.e.f. May 12, 2026 ^^ ceased to be Chief Financial Officer w.e.f. August 07, 2025 ^^^ ceased to be Company Secretary w.e.f. February 14, 2026. ^^^^ Appointed as Company Secretary w.e.f. February 15, 2026

ii. The percentage increase / (decrease) in the median remuneration of employees in the financial year: 1.7%

iii. The number of permanent employees on the rolls of the Company: 646

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 3.1%. There was no increase in the managerial remuneration for the year.

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.

17. 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.

18. AUDIT COMMITTEE

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

19. 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 from the Twentieth (20 th ) AGM held on September 28, 2023 until the conclusion of the Twenty Fifth (25 th ) AGM to be held in the year 2028. The Statutory Auditors Report does not contain any qualification, reservation, adverse remark or disclaimers and have not qualified Report. As regards the Auditors observation regarding material uncertainty related to Going Concern, the Company has furnished required details / explanations in Note no. 57 to Notes to the Financial Statements.

20. 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.

21. SECRETARIAL AUDITOR AND SECRETARIAL AUDITORS REPORT

The Board had appointed 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, which was approved by the Shareholders at the 22 nd AGM held on September 30, 2025. The Secretarial Audit Report for the financial year ended March 31, 2026 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.

22. COMPLIANCE WITH SECRETARIAL STANDARD

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

23. 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.

24. 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.

25. 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.

26. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

27. 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.

28. 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.

29. 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.

30. ANNUAL RETURN AS ON MARCH 31, 2026

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, 2026 is available on the Companys website at https://www.gtlinfra.com/wp-content/uploads/2026/07/GTLINFRA_MGT7_2026.pdf

31. 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.

32. 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 31 st 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 2025-26, which is part of this Annual Report as Annexure D.

33. 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 vis-à-vis 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 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

c. Operating high EB availability sites with optimal fuel stock, thus reducing wastage as well as making sites Fuel Free. A total of 3,171 sites are operating as Green sites.

d. New EB Connection done at 28 Sites which were diesel dependent, now operating with optimal diesel utilization.

e. Constant monitoring of excessive energy use sites to identify root causes and rectify the same, thereby controlling the excess consumption 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
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. The Company has not absorbed, adopted and innovated any new technology. Hence, the details relating to technology absorption are not furnished.
a. the details of technology imported
b. the year of import
c. whether the technology been fully absorbedRs
d. if not fully absorbed, the areas where absorption has not taken place, reasons thereof
4. the expenditure incurred on Research and Development No expenditure 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.

34. HUMAN RESOURCE

The associate base of the Company as on March 31, 2026 stood at 646. For full details / disclosures refer to the Human Resources section in the MD&A Report, which forms part of the Annual Report.

35. 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.

36. 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 01, 2026

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