GTL Ltd Directors Report

Your Directors present their Thirty Seventh Annual Report together with the Audited Financial Statements for the Financial Year ended March 31,2025.

1. STATE OF THE COMPANYS AFFAIRS FINANCIAL HIGHLIGHTS

Particulars	FY 2024-25	FY 2023-24
Total Income	260.23	213.19
Profit / (Loss) before Depreciation, Exceptional Items and Tax (PBDT)	36.99	42.84
Less: Depreciation	11.57	5.23
Profit / (Loss) before Tax and Exceptional Items	25.42	37.61
Exceptional Items	1.55	173.19
Less: Provision for Taxation (Deferred Tax)	35.35	Nil
Profit / (Loss) after Tax (PAT)	(8.38)	210.80
Other Comprehensive Income for the year, net of tax	0.42	(0.17)
Total Comprehensive Income for the period, net of tax	(7.96)	210.63
Add: Balance brought forward from the last year	(7,907.10)	(8,117.90)
Loss available for appropriation	(7,915.48)	(7,907.10)
Appropriations:
Recommended for Equity Dividend	Nil	Nil
Dividend Distribution Tax	N.A.	N.A.
Amount transferred to
- General Reserve	Nil	Nil
Balance Carried Forward	(7,915.48)	(7,907.10)

The figures for the previous year / current year have been regrouped / rearranged / recast wherever considered necessary.

2. RESULTS OF OPERATIONS

The financial highlights of the Company for the financial year under review are as follows:

• Total Income is 260.23 Crores as against 213.19 Crores for the previous financial year.

• Profit/ (Loss) before Depreciation, Exceptional Items and Tax ("PBDT") is 36.99 Crores as against 42.84 Crores for the previous financial year.

• Profit / (Loss) after Tax ("PAT") before Exceptional Items is 25.42 Crores as against 37.61 Crores for the previous financial year.

3. OPERATIONS

As reported in the Directors Report of last year and earlier years, on account of the adverse circumstances surrounding the telecom and power sectors, the Company got admitted into Corporate Debt Restructure ("CDR") in July 2011 and its efforts to arrive at an One Time Settlement ("OTS") / NS did not yield fruitful results till 2023, on account of the various developments mentioned therein.

However, the years of effort and the continued discussion and co-operation extended by the Company, Promoter and Management to the secured lenders has resulted in the Monitoring Institution communicating in January 2024 the secured lenders In-Principle approval to the OTS proposal of 375.79 Crores, besides pass-through of all pending arbitration proceeds in respect of Maharashtra State Electricity Distribution Company Limited ("MSEDCL") and GTL Infrastructure Limited ("GIL"), in the agreed ratio, subject to the approval by their respective sanctioning authorities and requisite conditions being met by both the Company and the lenders. Pursuant to that, after appropriation of the amount recovered by the secured lenders through sale of Companys immovable assets, the Company deposited the balance of 274.78 Crores in the Escrow Account maintained for the purpose and settled the dues of ten original secured lenders (including Canara Bank and IDBI Bank) as per their respective OTS sanctions. Consequently,

i. on filing of Memorandum seeking withdrawal of Petition filed by Canara Bank, the Honble National Company Law Tribunal ("NCLT") has dismissed the Petition as withdrawn.

ii. Canara Bank is also in the process of formally withdrawing the proceedings before Debt Recovery Tribunal ("DRT").

iii. the DRT vide its order dated May 1,2025 has allowed withdrawal of applications filed by the nine original secured lenders.

iv. the Honble High Court, Bombay by its order dated August 12, 2025, took on record letter dated June 4, 2025 of IDBI Bank, for discontinuing the Wilful Default proceedings against the Company and Whole Time Director and some of its former Directors and disposed of the matter.

The Company has entered into Upside Sharing Agreement with eligible lenders for sharing 75% of the net recovery amount of Arbitration Proceedings, amongst the lenders in the agreed proportion. Pending the outcome of the Arbitration proceedings, the Company is continuing its efforts to arrive at a settlement in respect of Arbitration matters as well. The Company is awaiting the OTS sanctions from the rest of the lenders and also taking appropriate measures for resolution before dRt.

In fact, even the closure of the OTS of the Company, may not also scale up the Companys business operations or revenues or profitability, unless GIL, its only customer also finds a solution to improve its financial health and its performance. While on the expiry of the current service contracts with GIL, the Company could manage to renew its contracts for a limited period, its continuance depends upon further developments in both Companies. Thus, as has been stated in the Management Discussion and Analysis Report, having exhausted / in the process of exhausting all its financial resources and with only one customer with a limited term contract period and emerging duopoly market scenario, (which may create financial impact on short to medium term), it may 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 employees and other stakeholders for growth prospects.

4. DEVELOPMENTS Telecom Industry

From the time the telecom industry got opened up for private participation, for little over first 2 decades, the industry had its fair share of trials and turbulences in the form of policy uncertainties, litigations, exit of domestic and international players, high-cost spectrum, technological changes and financial stress. It is to the credit of the industry, after years of volatility and churning, it is now looking for a period of stability and consolidation. The financial performance of the operators started showing signs of green shoots since Fy 2022-23. However, without giving any breathing time, the business exigencies made the Operators to aggressively bid for 5G spectrum and roll out 5G from October 2022 onwards.

According to the Minister of State for Communications and Rural Development, the 5G services have been rolled out in all states and union territories across India and are now available in 99.8% of the countrys districts. As of June 30, 2025, 0.486 million 5G base transceiver stations (BTSs) have been installed by telecom service providers (TSPs) nationwide (Source : tele.net - July 2025). While the telecom service providers have heavily invested in telecom infrastructure, technology and spectrum for making this one to happen, the demand for expanding tower network, upgrading of legacy infrastructure, solar site rollouts, lithium-ion battery upgrades technology upgradation, etc. continues to cater to the future needs.

Challenges of the Telecom Industry

While highlighting Indias swift roll out of 5G services, the Minister for Communications said that the domestic telecom operators have collectively invested US$ 50 billion over the past 21 months to install next generation wireless networks. (Source: tele.net - May 2025). The roll out of 5G in a record time of 21 months is an important milestone in taking forward Indias digital journey. Needless to say, that further adoption of the advanced technologies as discussed above would require further huge investments, at the same time would greatly benefit the economy. According to ICRA as reported in tele.net June 2025 "the tariff revisions ledto improved average revenue per user (ARPU), which though still the lowest globally, is estimated to have increased from 184 in FY 24 to 200 in FY 25. Another hike anticipated by the end of FY 26 could further raise ARPU to 220". No doubt the ARPU has to go up further to generate sufficient returns on investment in this industry. In this context it is pertinent to note that the operators have not been able to fully monetise the roll out of 5G. Apart from that the Operators have to also significantly generate new revenue streams. Currently unlimited 5G services are being offered at low tariffs, without differentiated pricing, though India ranks first in the world for internet data usage. Thus, it is in the interest of every stakeholder that the industry increases the industry ARPU and also generates revenue from 5G based commercially viable applications and use cases for accelerating these transformations and unlock the potential of 5G and other technologies.

5. GOING CONCERN

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.

6. DIVIDEND

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 31,2025.

7. SHARE CAPITAL AND NON-CONVERTIBLE DEBENTURES (NCDS):

(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 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) NCDs:

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.

8. FIXED DEPOSITS

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.

9. CHANGES IN THE BOARD AND KEY MANAGERIAL PERSONNEL

During the year, the Board of Directors appointed Mr. D. S. Gunasingh (DIN: 02081210) and Mr. Navin J. Kripalani (DIN: 05159768) as Additional Directors in capacity of Non-Executive Non-independent Directors of the Company liable to retire by rotation w.e.f. September 16, 2024, upon completion of their respective terms as Independent Directors on September 15, 2024, to which the shareholders gave their consent through Postal Ballot concluded on December 9, 2024.

Ms. Jyotisana S. Kondhalkar (DIN: 10729811) was appointed as an Additional Director (Independent) to hold office up to the next Annual General Meeting and as an Independent Director of the Company for a term of 5 (five) consecutive years commencing from August 14, 2024 to August 13, 2029 (both days inclusive), to which shareholders gave their consent at the AGM held on September 12, 2024.

Mr. Sunil S. Valavalkar (DIN: 01799698) retires by rotation at the ensuing Annual General Meeting ("AGM"). Consequent to his informing the Board of Directors, his decision not to seek re-appointment, he ceases to be Director / Whole-time Director of the Company at ensuing AGM. The Board places on record its appreciation for his contribution and guidance.

The Board appointed Mrs. Rufina Juliana Fernandes (DIN: 06712021) as an Additional Director w.e.f. September 4, 2025, to hold the office up to the ensuing AGM and as Whole-time Director of the Company for a period of three years with effect from October 1,2025, subject to requisite approvals. Resolutions seeking Shareholders approval for the appointment of Mrs. Rufina Fernandes along with other required details form part of the Notice of AGM.

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. The Board places on record its appreciation for Mr. Bapats contribution to the Company.

10. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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 : 2.94	7
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.

 

Name	Ratio to median remuneration	% increase in remuneration in the financial year *
Dr. Mahesh M. Borase	N.A.	N.A.
Ms. Saniana S. Pawar	N.A.	N.A.
Ms. Jyotisana S. Kondhalkar	N.A.	N.A.
Chief Financial Officer
Mr. Milind V. Bapat		5
Company Secretary
Mr. Deepak A. Keluskar		7

# Since Non-executive Directors received no remuneration except sitting fees, the required details are not applicable

* Considered CTC for calculation.

(ii) The percentage increase in the median remuneration of employees in the financial year: 8.3%

(iii) Number of employees: The number of employees of the Company and its Associates is 1,544 as on March 31,2025.

(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 5.9%, the percentile increase in managerial remuneration is 7%. The increase of 1.1% in the remuneration of the managerial personnel is as per the terms of appointment, as approved by the Shareholders of the Company and 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.

11. DIRECTORS RESPONSIBILITY STATEMENT

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 31,2025, confirm that:

i) i n 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 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 / 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. 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. POLICY ON DIRECTORS APPOINTMENT & REMUNERATION ETC.

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.

14. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

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.

In 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.

15. MANAGEMENT DISCUSSION AND ANALYSIS

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.

16. CORPORATE GOVERNANCE & VIGIL MECHANISM

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.

17. RISKS

The major risks faced by the Company have been outlined in the MDAR and Note no. 43 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.

18. CORPORATE SOCIAL RESPONSIBILITY

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.

19. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961 AND SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

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.

20. AUDIT COMMITTEE

The details in respect of composition of the Audit Committee are included in the Corporate Governance Report, which forms part of this Annual Report.

21. AUDITORS AND AUDITORS REPORT Auditors

M/s. GDA & Associates (FRN: 135780W), Chartered Accountants, were re-appointed as Auditors at the Thirty Fourth (34^th) AGM to hold office from conclusion of the said meeting till the conclusion of the Thirty Ninth (39^th) AGM. Accordingly, they continue to be in office for FY 2025-26.

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. 32.1,22.4 & 49 and Note no. 47 of Notes to financial statements respectively.

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.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has neither made any investments nor given any loans during the FY 2024-25. As regards Guarantees and Investments reference may be made to Note nos. 39C and 7 of the Financial Statements respectively.

23. PARTICULARS OF RELATED PARTY TRANSACTIONS

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. 40.1 and 40.2 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.

24. 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.

25. SUBSIDIARIES

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.

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

a. Conservation of Energy:

The Company provides Operations, Maintenance and Energy Management services to its customers 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 fulfill its objectives.

i) 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 Conversation 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 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. Enabled 3,555 sites for operating as green sites (Q-O-Q limit on fuel consumption), thereby ensuring optimal fuel stock and minimal wastage.

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

ii) the steps taken by the Company for utilizing alternate source of energy : Not Applicable

iii) the capital investment on energy conservation equipment : Not Applicable

b. Technology Absorption:

1. Efforts made towards technology absorption	Not applicable as the Company has not absorbed any new technology.
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	Not applicable as the Company
b. the year of import	has not imported any technology
c. whether the technology been fully absorbed?	in the last 3 years.
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 expenditure incurred during the year.

c. Foreign exchange earnings and Outgo:

During the year under review, there are no foreign exchange earnings and foreign exchange outgo.

27. INTERNAL FINANCIAL CONTROL SYSTEM:

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.

28. HUMAN RESOURCES:

The Companys employees and associate base stood at 1,544 as on March 31,2025, as against 1,553 as on March 31,2024. For full details of the HR functioning, facilities extended, compliance with regulatory requirements, employee engagement etc. referencemay be made to the write up given under the head - Human Resources,which forms part of the MDAR.

29. 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 http://www.gtllimited.com/ind/inv info.aspx

30. NUMBER OF BOARD MEETINGS HELD DURING THE FY 2024-25

9 (Nine) 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.

31. PROMOTER

Mr. Manoj G. Tirodkar is the Promoter of the Company.

32. PARTICULARS OF EMPLOYEES

The statement containing names of top ten 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.

33. ACKNOWLEDGEMENT

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
Place : Navi Mumbai	D.S. Gunasingh
Date : September 04, 2025	Chairman