Your Directors present their Thirty Eighth Annual Report together with the Audited Financial Statements for the Financial Year ended March 31, 2026.
1. STATE OF THE COMPANYS AFFAIRS
FINANCIAL HIGHLIGHTS
| Particulars | FY 2025–26 | FY 2024–25 |
| Total Income | 226.70 | 260.23 |
| Profit / (Loss) before Depreciation, Exceptional Items and Tax (PBDT) | (55.83) | 36.99 |
| Less: Depreciation | 7.42 | 11.57 |
| Profit / (Loss) before Tax and Exceptional Items | (63.25) | 25.42 |
| Exceptional Items | 610.44 | 1.55 |
| Less: Provision for Taxation (Deferred Tax) | (35.35) | 35.35 |
| Profit / (Loss) after Tax (PAT) | 582.54 | (8.38) |
| Other Comprehensive Income for the year, net of tax | 0.72 | 0.42 |
| Total Comprehensive Income for the period, net of tax | 583.26 | (7.96) |
| Add: Balance brought forward from the last year | (7,915.48) | (7,907.10) |
| Loss available for appropriation | (7,332.94) | (7,915.48) |
Appropriations: |
||
| Recommended for Equity Dividend | Nil | Nil |
| Dividend Distribution Tax | N.A. | N.A. |
| Amount transferred to General Reserve | Nil | Nil |
| Balance Carried Forward | (7,332.94) | (7,915.48) |
The figures for the previous year / current year have been regrouped / rearranged / recast wherever considered necessary.
The financial highlights of the Company for the financial year under review are as follows:
Total Income is ?226.70 Crores as against ?260.23 Crores for the previous financial year. Profit/ (Loss) before Depreciation, Exceptional Items and Tax ("PBDT") is ?(55.83) Crores as against ?36.99 Crores for the previous financial year. Profit / (Loss) after Tax ("PAT") before Exceptional Items is ?(63.25) Crores as against ?25.42 Crores for the previous financial year.
The financial performance and operations of FY 2025-26 have been exhaustively discussed in the Management Discussion and Analysis Report ("MDAR") forming part of the Annual Report.
As regards settlement of the dues of the lenders, the Company has settled the dues of all but one secured lender, based on the in-principle approval of the Monitoring Institution and individual sanctions of the secured lenders. Consequently, the Honble National Company Law Tribunal ("NCLT") dismissed the petition filed by one of the lenders (whose dues were settled) as withdrawn. The Debt Recovery Tribunal ("DRT") is also allowing the withdrawal of the applications of the settled lenders, as and when settlement applications are filed. It is relevant to note that over the years since 2009-10 till date, the Company has made aggregate repayments of ?5,757.10 Crores to the lenders. Further, consequent to the dismissal of the suit by the Honble Bombay High Court, based on the consent terms filed in respect of one of the arbitration matters, the Company is continuing its efforts to arrive at a settlement with the secured lenders in respect of the Upside Sharing Agreement, against the outcome of the arbitrations. Thus, the Company is in the process of settling the dues in respect of the rest of the lenders including in respect of arbitration, External Commercial Borrowing and Non-Convertible Debentures. As regards the FIR filed by Central Bureau of Investigation of India, the Honble High Court of Judicature at Bombay, by its judgement dated February 27, 2026, allowed the Writ Petition filed by the Company challenging the same. The Honble Bombay High Court quashed the aforesaid FIR and held that no offence is made out warranting continuation of investigation pursuant thereto.
The Company presently operates with a concentrated customer base and remains mindful of the financial obligations of its key customer. Despite these challenges, the Company has demonstrated its commitment towards financial stability by settling the dues of the majority of its lenders through the sale of assets, investments of the Promoter by the lenders and internal accruals and is in the process of settling the rest. Thus, in the given circumstances, while the Company would track the developments in the industry and the customer closely and continue to take steps for early revival of the Company, it might become inevitable for the Company to restructure, realign, reposition or exit its existing business; and / or explore new business opportunities, while keeping in mind the interest of its stakeholders.
As the Company is engaged in the business of providing Telecom Network Services, it is a part of Telecom Industry. The developments and challenges facing the Telecom Industry are discussed in detail in the Management Discussion and Analysis Report, which forms part of the Annual Report. In brief, after a prolonged period marked by high spectrum costs, substantial debt, continuous technological upgrades, and evolving policies, the industry began moving towards greater stability and consolidation in FY 2022-23.
Indias 5G journey commenced in October 2022 and progressed at an impressive pace and scale, with services reaching approximately 65-75% of the population. However, unlike more mature markets such as the US and China - where a broader range of sector-specific use cases has generated meaningful commercial traction - investments in 5G in India have yet to yield commensurate returns (Source: tele.net - June 2026). Although private 5G networks have the potential to support diverse applications, their deployment in India remains limited.
Meanwhile, telecom operators are focusing on site densification, fibre backhaul, data-centre connectivity, and network-slicing technologies to strengthen and diversify their revenue streams. They are also increasingly positioning themselves as artificial intelligence platforms and digital transformation partners for enterprises. While preparing for the advent of 6G, the industry is progressing towards 5G-Advanced capabilities.
Through this transformation, the telecom industry has evolved from a standalone sector into the digital backbone of Indias economy. Needless to say, that funding these investments is particularly challenging in the background of capital-intensive nature of the industry, its debt burden and constraints in monetisation of its 5G services. This is particularly relevant in the context of the present industry wide ARPU of ?196 (Source: ET Telecom - dt. June 23, 2026) as against the need of ?300 argued by operators like Airtel for sustaining the 5G and network investments.
The net-worth of the Company has got eroded during the last few years. The Companys current liabilities are higher than its current assets. However, for the reasons stated above under the head Operations, the Management is of the view that it would be in a position to revive the Company and continue its operations. Hence, it continues to prepare its Financial Statements on a going concern basis.
In view of the accumulated losses and the dividend restrictions imposed by the lenders, your Directors express their inability to recommend any dividend on the paid up Equity and Preference Share Capital of the Company for the financial year ended March 31, 2026.
(i) Equity
There is no change in Equity Capital due to allotment of shares or otherwise during the year under review. As such, Equity Capital of the Company at the beginning of the year and at the end of the year stood at ?157.30 Crores (157,296,781 equity shares of the face value of ?10 each).
The Company has only one class of equity share. Thus, the details required to be furnished, for equity shares with differential share rights and / or sweat equity shares and / or employee stock option scheme ("ESOS"), under the Companies (Share Capital and Debentures) Rules, 2014 are not applicable.
(ii) Preference
As the Preference Shareholder did not exercise its right for conversion of the preference shares into equity within the stipulated time period, there will not be any impact on the Companys equity capital.
(iii) NCD
As reported in earlier Annual Reports, in respect of 14,000 Rated Rupee denominated Redeemable Unsecured NCDs of the face value of ?10 Lakhs each aggregating to ?1,400 Crores, the NCD holder has also signed the Inter-Creditor Agreement for settlement, subject to secured lenders approval.
There are no unclaimed deposits lying with the Company and during the year under review, the Company has not accepted any fresh fixed deposit either from the Public or from its Shareholders.
Consequent to the decision of Mr. Sunil S. Valavalkar (DIN: 01799698) not to seek re-appointment, he ceased to be a Director/ Whole-time Director ("WTD") of the Company w.e.f. the date of last Annual General Meeting ("AGM") held on September 30, 2025. With consent of the shareholders, Mrs. Rufina J. Fernandes (DIN: 06712021), on cessation of office as Additional Director was appointed as Director (liable to retire by rotation) w.e.f. the date of last AGM held on September 30, 2025; and as WTD for a period of 3 (three) years w.e.f. October 1, 2025.
Mrs. Siddhi M. Thakur (DIN: 07142250) retires by rotation at the ensuing AGM. Consequent to her informing the Board of Directors, her decision not to seek re-appointment, she will cease to be Director of the Company at the ensuing AGM. The Board places on record its appreciation for her contribution and guidance.
Mr. Harshad Kulkarni was appointed as Chief Financial Officer and Key Managerial Personnel ("KMP") of the Company w.e.f. August 7, 2025 in place of Mr. Milind Bapat, who ceased to be Chief Financial Officer and KMP w.e.f. August 6, 2025 upon retirement.
Mr. Pratik Toprani was appointed as Company Secretary & Compliance officer and KMP of the Company w.e.f. February 15, 2026 in place of Mr. Deepak Keluskar, who resigned as Company Secretary & Company Compliance Officer and KMP w.e.f. February 14, 2026.
The information required under Section 197(12) of the Companies Act, 2013 (the "Act") read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is given below:
(i) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year and percentage increase in remuneration of each Director, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:
| Name | Ratio to median remuneration | % increase in remuneration in the financial year |
Executive Director |
||
| Mr. Sunil S. Valavalkar # | 1 : 1.67 | 0 |
| Mrs. Rufina J. Fernandes ## | 1 : 3.74 | 0 |
Non–Executive Directors (Sitting Fees only) * |
||
| Mr. D. S. Gunasingh | N.A. | N.A. |
| Mr. Navin J. Kripalani | N.A. | N.A. |
| Mrs. Siddhi M. Thakur | N.A. | N.A. |
| Dr. Mahesh M. Borase | N.A. | N.A. |
| Ms. Sanjana S. Pawar | N.A. | N.A. |
| Ms. Jyotisana S. Kondhalkar | N.A. | N.A. |
Chief Financial Officer |
||
| Mr. Milind V. Bapat # | N.A. | N.A. |
| Mr. Harshad Kulkarni ## | N.A. | N.A. |
Company Secretary |
||
| Mr. Deepak Keluskar # | N.A. | N.A. |
| Mr. Pratik Toprani ## | N.A. | N.A. |
* Since Non-Executive Directors received no remuneration except sitting fees, the
required details are not applicable
* Considered CTC for calculation
# Till cession of office as Whole-time Director i.e. upto September 30, 2025 / as Chief
Financial Officer i.e. upto August 6, 2025 / as Company Secretary i.e. upto February 14,
2026
## From assuming office as Whole-time Director i.e. from October 1, 2025 / as Chief
Financial Officer i.e. from August 7, 2025 / as Company Secretary i.e. from February 15,
2026
The percentage increase in the median remuneration of employees in the financial year: 0%
(ii) Number of employees: The number of employees of the Company and its Associates is 1,397 as on March 31, 2026.
(iv) Average percentage increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and any exceptional circumstances for increase in the managerial remuneration: As against the average annual increase in salaries of employees (other than managerial personnel) of 0.2% the percentile increase in managerial remuneration is 5.24%. The increase is on account of the remuneration of the fresh appointment of a WTD, a statutory position, based on the terms as approved by the shareholders, within the limits prescribed under the Companies Act, 2013.
(v) Affirmation that the remuneration is as per the remuneration policy of the Company: The Company affirms that the remuneration is as per remuneration policy of the Company.
In terms of the provisions of Section 134(3)(c) of the Act, the Board of Directors, to the best of their knowledge and ability, in respect of the year ended March 31, 2026, confirm that:
i) in the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures;
ii) they had selected such accounting policies and applied them consistently and made judgements 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 and 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.
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.
The Company has put in place appropriate policy on Directors appointment and remuneration and other matters provided in Section 178(3) of the Act, which is provided in the Policy Dossier that has been uploaded on the Companys website www.gtllimited.com. Further, salient features of the Companys Policy on Directors remuneration have been disclosed in the Corporate Governance Report, which forms part of the Annual Report.
The Board of Directors has carried out annual evaluation of its own performance, Board Committees and individual Directors, pursuant to the provisions of the Act and Securities & Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("Listing Regulations").
The performance of the Board and its Committees were evaluated by the Board after seeking inputs from the Board / Committee members on the basis of the criteria such as composition of the Board / Committees and structure, effectiveness of Board / Committee processes, providing of information and functioning etc. The Board and Nomination & Remuneration Committee also reviewed the performance of individual Directors on the basis of criteria such as attendance in Board / Committee meetings, contribution in the meetings, qualification, experience, knowledge, competency, contribution & integrity, independence & their independent views and judgment etc.
a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman were evaluated, taking into consideration views of Executive and Non-Executive Directors. The Meeting also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
Management Discussion and Analysis Report (MDAR) for the year under review, as stipulated under Regulation 34 read with Schedule V to the Listing Regulations, is presented in a separate section forming part of the Annual Report.
A separate Corporate Governance Report on compliance with Corporate Governance requirements as required under Regulation 34(3) read with Schedule V to the Listing Regulations forms part of this Annual Report. The same has been reviewed and certified by M/s. GDA & Associates, Chartered Accountants, the Auditors of the Company. The Compliance Certificate in respect thereof is given in Annexure A to this Report.
The Company has formulated a Whistle Blower Policy (details of which are furnished in the Corporate Governance Report), thereby establishing a vigil mechanism for directors and employees for reporting genuine concerns, if any.
The major risks faced by the Company have been outlined in the MDAR and Note no. 39 of the Financial Statements to allow stakeholders and prospective investors to take an independent view. We strongly urge stakeholders / investors to read and analyze these risks before investing in the Company.
The brief outline of the Corporate Social Responsibility ("CSR") Policy of the Company and other details are furnished in Annexure B of this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.
The Company undertakes, when permissible, various projects directly and / or through Global Foundation, a Public Charitable Trust. For the CSR initiatives reference may be made to MDAR under the caption Corporate Social Responsibility. The CSR Policy is available on the Companys website www.gtllimited.com.
For the details in respect of compliance to the above regulations, reference may be made to the information given under the head Human Resources, which forms part of MDAR.
The details in respect of composition of the Audit Committee are included in the Corporate Governance Report, which forms part of this Annual Report.
Auditors
M/s. GDA & Associates (FRN: 135780W), Chartered Accountants, were re-appointed as Auditors at the Thirty Fourth (34th) AGM to hold office from conclusion of the said meeting till the conclusion of the Thirty Ninth (39th) AGM. Accordingly, they continue to be in office for FY 2026-27.
Secretarial Auditors
Mr. Virenda G. Bhatt - Practicing Company Secretary (ACS-1157/CP-124) was appointed as the Secretarial Auditor at the Thirty-Seventh (37th) AGM for a term of five consecutive years commencing from FY 2025-26 till FY 2029-30. Accordingly, he continues to be in office for FY 2026-27.
Cost Auditors
In terms of the provisions of Section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended, since the Companys business is not included in the list of industries to which these rules are applicable, the Company is not required to maintain cost records.
Auditors Report
As regards the Auditors modified opinion and emphasis of matters, the Board has furnished required details / explanations in Note nos. 28.1, 19.8, 45 and 43 of the Financial Statements.
Secretarial Auditors Report
The Secretarial Audit Report and the Secretarial Compliance Report are given in Annexure C and Annexure D respectively.
Compliance with Secretarial Standards
The Company has complied with applicable Secretarial Standards as prescribed by the Institute of Company Secretaries of India.
The Company has neither made any investments nor given any loans during the FY 2025-26. As regards Guarantees and Investments reference may be made to Note nos. 35C and 6 of the Financial Statements respectively.
During the year under review, your Company has not entered into any material contracts or arrangements or transactions with any related party either at arms length or otherwise as referred in Section 188(1) of the Act read with the rules made thereunder. Accordingly, the statement pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 giving the particulars of contracts or arrangements with related parties referred to in Section 188 (1) of the Act, is not enclosed as a part of this Report.
For full details of Related Party Disclosures reference may be made to note nos. 36.1 and 36.2 of the Financial Statements of the Company.
The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website www.gtllimited.com.
None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.
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.
The Company does not have any subsidiary company. Hence, a statement pursuant to provisions of Section 129(3) of the Act in Form No. AOC-1 is not furnished.
a. Conservation of Energy:
The Company provides Operations, Maintenance and Energy Management services to its customer and by virtue of the same, energy efficiency, conservation and its optimal utilization are its key deliverables. As a result, the Company continues its focus and efforts towards implementing and operating various Energy related initiatives to fulfil its objectives.
the steps taken or impact on conservation of energy:
The Company is only a service provider. Accordingly, it has taken up the following initiatives for Energy Conservation of its customer viz. GTL Infrastructure Limited.
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 with the same AH rating. This will help for drastically reducing fuel consumption along with sufficing customer load for SLA.
b. Implementation of PM activity through App based work force management (WFM) has helped for upkeeping of infrastructure like DG sets and EB supply. This helped for Optimizing Energy Uses.
c. Total of 3171 sites are operating as green sites, thereby ensuring optimal fuel stock and minimal wastage.
d. New EB Connection done at 28 Sites which were diesel dependent, now with Optimal diesel Utilization.
ii) the steps taken by the Company for utilizing alternate source of energy: Not
Applicable
ii) the capital investment on energy conservation equipment: Not Applicable
Foreign exchange earnings and Outgo:
During the year under review, there are no foreign exchange earnings. The foreign exchange outgo is ?0.74 Crores.
The details in respect of adequacy of internal financial control with reference to the financial statements are included in the MDAR, which forms part of this Annual Report.
The Companys employees and associate base stood at 1,397 as on March 31, 2026, as against 1,544 as on March 31, 2025. For full details of the HR functioning, facilities extended, compliance with regulatory requirements, employee engagement etc, reference may be made to the write up given under the head Human Resources, which forms part of the MDAR.
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 http://www.gtllimited.com/ind/inv_info.aspx
12 (Twelve) meetings of the Board were held during the year, details of which are furnished in the Corporate Governance Report that forms part of this Report.
Mr. Manoj G. Tirodkar is the Promoter of the Company.
The statement containing names of employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is forming part of this report. Further, the report and the accounts are being sent to the Members excluding the aforesaid statement. In terms of Section 136 of the Act, the said statement is open for inspection and any Member interested in obtaining a copy of the same may write to the Company Secretary. None of the employees listed in the said statement is related to any Director of the Company.
Your Directors wish to place on record their appreciation and acknowledge with gratitude, the support and cooperation extended by the clients, employees, vendors, bankers, financial institutions, investors, media and both the Central and State Governments and their Agencies, and look forward to their continued support.
| On behalf of the Board of Directors |
| D.S. Gunasingh Chairman |
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