At the outset, shareholders are requested to read the Management Discussion and Analysis Report ("MDAR") along with other sections of the Annual Report for having a full understanding.
BUSINESS SNAPSHOT
GTL Limited ("GTL"/ "the Company"), is a Network Services Company, offering services and solutions to address the Network Life Cycle requirements of Telecom Operators and Tower Companies ("TowerCos"). Currently it has GTL Infrastructure Limited ("GIL"), an IP 1 License Category Tower Company as its Customer. Its network services portfolio comprises of Network Operations and Maintenance; and Energy Management as under:
Network Operations and Maintenance
GTL provides network operations and maintenance services that deliver assured network uptime and availability to its customer. These services include:
Energy Management
Telecom Networks require uninterrupted access to power for seamless operation. Management of Energy (Power and Fuel) plays an important role to ensure reliable network operations at optimum costs.
GTLs Energy Management Solutions provide high availability of power to telecom sites efficiently. They are delivered through –
For further details on the various steps taken by the Company in implementing and operating various energy conservation measures, members are advised to refer to the write up under the head Conservation of Energy in the Directors Report.
INDUSTRY STRUCTURE AND DEVELOPMENTS
As the Company is engaged in the business of providing Telecom Network Services, it is part of Telecom Industry. Accordingly, the information under this head is provided in respect of the Telecom Industry and its impact on the Company.
INDUSTRY STRUCTURE
Telecom Industry comprises of Telecom Equipment Suppliers, Telecom Service Providers and Telecom Infrastructure Providers.
Telecom Service Providers comprise of:
Business Model of Telecom Service Providers
Telecom companies generate revenue via subscription mobile services, fixed landline, wireless broadband and satellite services. These companies offer a high-speed broadband facility, wireless network and mobile security related services.
Mobile telecom services revenue includes income earned via mobile data usages such as SMS, mobile data access, mobile phone calls, etc. Mobility segment i.e., wireless and mobile subscription services also contribute to the revenue of telecom companies. These companies charge from big multinationals for premium services such as video conferencing and high-security private networks. Telecom companies also source revenue from other telecom companies by providing them with network connectivity.
Satellite broadband, is a wireless internet connection provided through communication satellites orbiting the Earth. It, being independent of location, can be accessed from anywhere within the range of satellites providing global coverage to its users. Satellite internet is gradually gaining popularity in the world and big internet companies are entering this space to offer faster internet network.
Telecom Infrastructure providers
The Telecom Infrastructure providers can be classified as under:
Telecom towers form the backbone of wireless networks and provide last mile connectivity to subscribers. Tower requirements usually depend on Network Coverage (which, in turn, depends upon geographical area, population density and spectrum bands) and Network Capacity i.e. maturity of wireless industry, cellular and data penetration and data usage per subscriber, quantum of spectrum and wireless data technology (whether it is 2G/3G/4G/5G).
Business Model of Telecom Infrastructure Providers
As the number of tenants on a tower increase, TowerCos are able to generate incremental revenue and EBITDA. The key driver of tower revenue growth is tenancy. Apart from tenancies, TowerCos revenues are also influenced by the pricing charged per tenant. Operating cost components for the tower business are site rentals, repairs and maintenance, security charges, insurance and cost of outsourced resources. As major expense items are fixed in nature, cost for additional tenant is minimal. Hence, the tenancy ramp-up results in a significant percentage of incremental revenues, ROI and cash flow. To gain market penetration and 4G + 5G network expansion at optimal cost, Telcos continued to rent towers from TowerCos, thereby considerably reducing costs, while allowing them to focus on their core. Renting towers from TowerCos enabled these Telcos to go to market within a short time.
GTLs Business: As stated above, GTL currently provides Network Services namely Operations and Maintenance; and Energy Management ("OME") to GIL, a telecom infrastructure Company.
INDUSTRY DEVELOPMENTS
Telecom Industry Scenario
Revenue and Subscriber Base
Revenue
The telecom sectors Adjusted Gross Revenue (AGR) for FY 2025-26 grew by 9.45% year-on-year to reach approximately ?3,31,700 Crores, driven by ARPU improvement, rising data consumption and continued 5G adoption. Cumulative gross revenue of telecom service providers (TSPs) surpassed ?1.02 Lakh Crores in the December 2025 quarter alone (Source: TRAI Quarterly Performance Indicators Report, Q3 2025-26; Business Standard - dt. June 24, 2026).
Subscriber Base (as of March 31, 2026)
Total telephone subscribers reached 1.33 billion as of March 2026, comprising 1.29 billion wireless subscribers and 48.58 million wireline subscribers. National tele-density stood at 93.26% while mobile broadband subscribers crossed 1.06 billion – underscoring Indias position as the worlds second-largest telecom market. Wireless Average Revenue Per User (ARPU) increased to ?196.04, up 7.15% year-on-year, reflecting meaningful monetisation progress by operators (Source: TRAI Quarterly Performance Indicators - Q4 FY2025-26 (January-March 2026); Business Standard - dt. June 24, 2026; The Week - dt. June 23, 2026).
Internet subscribers expanded 6.24% quarter-on-quarter to 1,092.79 million as of March 2026. Average wireless data usage reached 26.7 GB per subscriber per month, and total wireless data consumption stood at 77,953 Petabytes during the January-March 2026 quarter – a 6.31% sequential increase. 5G traffic accounted for approximately 42.75% of total mobile data, reflecting the rapid transition from 4G to 5G networks (Source: TelecomLead - dt. June 25, 2026; TRAI QPR Q4 FY26).
Draft National Telecom Policy 2025 (NTP-25)
As stated in the last year Annual Report, the Draft National Telecom Policy 2025 (NTP-25) released for public consultation in July 2025 sets 2030 targets of 100% 4G coverage, 90% 5G population coverage, one million public Wi-Fi hotspots, and 100 million fixed-broadband homes, built around six strategic missions: spectrum reform, domestic manufacturing, cyber security, digital innovation, green telecom and right-of-way facilitation. The Government having concluded the public consultations and stakeholder feedback in mid-August 2025, continues to review the inputs before official adoption.
Digital Infrastructure and Artificial Intelligence (AI) Investment
Telecom operators are significantly increasing investments in digital infrastructure, including fibre networks, AI-enabled platforms, cloud services and sovereign AI capabilities. These investments are expected to support the rapid growth of enterprise digital transformation, broadband expansion and next-generation communication services across India (Source: Reliance Jio Growth Blueprint - June 2026).
AI is no longer a peripheral technology in the information and communications technology ecosystem. Across the sectors, AI has moved from experimental deployment to operational necessity, reshaping how operators build, manage and monetise their assets. In India, this shift is accelerating rapidly. Indian Telcos are embedding AI across network operations, consumer experience and enterprise services, while data centre players are scaling AI ready compute infrastructure at a pace that few markets can match (Source: tele.net - dt. April 4, 2026).
Key Legislative and Licensing Shifts
On 20 July 2026, the Department of Telecommunications (DoT) notified the Telecommunications (Authorisation for Telecommunication Network) Rules, 2026 (Rules). The Rules operationalise Section 3(1)(b) of the Telecommunications Act, 2023 and establish a framework for six categories of telecommunication network authorisations: infrastructure provider (IP) (formerly, IP-I), digital connectivity infrastructure provider (DCIP), internet exchange point (IXP) provider, satellite earth station gateway (SESG) provider, cloud-hosted telecommunication network (CTN) provider and mobile number portability (MNP) provider (Source: www.mondaq.com). These reforms are expected to benefit not only large telecom operators but also Internet Service Providers, Virtual Network Operators, Enterprise Service Providers and new market entrants by making regulatory compliance more predictable, transparent and efficient.
India, has for the first time, notified standards for cloud computing, data centre performance and the ethical deployment of artificial intelligence (AI), aligning its digital infrastructure with frameworks developed by the International Organisation for Standardization (ISO) and the International Electrotechnical Commission (IEC) (Source: Mint March 3, 2026).
Key Developments
5G Coverage and Densification
India crossed the landmark of 5 lakh (500,000) 5G Base Transceiver Stations (BTS) in late 2025, reaching 5.23 lakh BTS as of February 2026 across all States and Union Territories, with coverage extending to 99.9% of Indias districts and an estimated 85% population coverage. As of the end of January 2026, the cumulative BTS count 2026; TelecomTalk - dt. March 16, 2026; VoiceNData - dt. February 6, 2026).
Satellite Communication
The draft Telecommunications (Spectrum Assignment by Administrative Process) Rules, 2026 published by Department of Telecom makes it conditional for satellite companies like Elon Musk-led Starlink, Bharti group-backed Eutelsat OneWeb, and Jio Satcom to roll out satcom services for end consumers. The rules issued by the government requires the companies to obtain security clearance even after assignment of spectrum to roll out their services. Satcom companies will also need permission from the Centre before starting satellite phone and broadband services for the public (Source: ET Legal World - dt. June 22, 2026). All the three licensed satellite communication operators having already made ready the infrastructure, they would be in a position to commence the commercial operations on fulfilment of the above requirements and allotment of spectrum.
Energy Footprint & Green Shift
The telecom industry continued its transition towards sustainable operations through renewable energy adoption, battery energy storage systems, energy-efficient equipment and AI-enabled power management solutions. Telecom operators and infrastructure providers increasingly focused on reducing carbon emissions, improving energy efficiency and minimizing dependence on conventional diesel-based power systems. The adoption of green telecom practices is expected to contribute significantly towards long-term sustainability goals (Source: Telecom Sustainability & Energy Transition Reports - 2026).
The Department of Telecommunications has set a target of powering 30% of mobile towers using sustainable energy by 2030. Under the National Green Telecom Policy, telecom operators are mandated to power at least 50% of rural towers using renewable energy. Green Energy Open Access Rules (2023) now allow telecom companies to procure renewable power directly from independent producers - cutting costs and simplifying renewable integration for the sector (Source: DoT Year-End Review - December 2025 (PIB); National Green Telecom Policy; solarfacts.in - October 2025).
Tower companies continue to embrace diversified energy mixes - combining grid power, diesel generators, advanced battery storage, and renewable sources including solar and wind - to reduce diesel dependence, cut emissions and lower operating costs. Leading infrastructure providers report 15-20% lower operational expenses at renewable-powered sites compared to conventional grid-powered sites, with energy costs representing approximately 30% of network operational expenses. This makes the green energy transition not merely an environmental imperative but a critical operational and financial strategy for TowerCos.
Future of the Telecom Industry
Indias telecom sector is entering a new phase of intelligent, high-capacity and autonomous connectivity driven by the convergence of 5G densification, Artificial Intelligence (AI), next-generation network architectures, and the emergence of data centre and edge computing as critical infrastructure. The transition from subscriber-led growth to monetisation-led growth has decisively begun, with operators increasingly focusing on generating value from existing users through higher data consumption, enterprise digital services, cloud connectivity and AI-enabled applications.
5G From Coverage to Monetisation and Densification
With 5G services available in 99.9% of Indias districts and over 5.23 lakh BTS deployed as of February 2026, the industrys focus has firmly shifted from rollout to densification and monetisation. 5G data traffic has grown to account for approximately 42.75% of total mobile data usage in Q4 FY26. Enterprise and industrial use cases including private 5G networks in manufacturing, port logistics, smart cities and precision agriculture represent the next wave of demand (Source: DoT/ TelecomTalk - March 2026; LightReading - dt. January 9, 2026; TRAI QPIR Q4 FY26; Communications Today - May 2025).
Artificial Intelligence - From Analytics to AI-Native Networks
AI deployment in Indian telecom has accelerated from analytics tools to AI-native network architecture. In October 2025, NVIDIA partnered with Nokia - investing US$1 billion - to develop an AI-RAN (AI Radio Access Network) platform enabling large-scale edge AI inferencing and accelerating the transition to 5G-Advanced and eventually 6G. Over 65% of customer service queries in Indias telecom sector are now resolved by AI-driven multilingual chatbots. In the security domain, real-time AI monitoring is estimated to prevent SIM-swap fraud and phishing saving approximately ?1,700 Crores annually (Source: Grand View Research - February 2026; Mordor Intelligence - January 2026; Communications Today - May 2025; PwC Global Telecom Outlook 2025-29).
Data Centres and Edge Computing - The New Telecom Growth Frontier
Union Budget 2026-27 announced a landmark tax holiday until 2047 for foreign companies providing global cloud services from Indian data centres, alongside a 15% safe harbour on costs for related-party data centre services. This has catalysed investments of ~US$70 billion already under way and a further US$90 billion announced. Additionally, ?400 billion has been allocated for India Semiconductor Mission 2.0 to bolster the AI hardware ecosystem. As demand for low-latency access to cloud platforms, AI workloads and edge applications grows, telecom tower infrastructure is becoming the anchor for distributed edge data centres - creating a convergence between the traditional tower business and digital infrastructure. Operators are increasingly repositioning as digital infrastructure providers rather than purely connectivity players (Source: tele.net - dt. February 2, 2026; Indian Infrastructure - dt. February 2, 2026; PwC Global Telecom Outlook 2025-29 - March 2026).
6G Indias Standards Leadership and R&D Ecosystem
India has proactively positioned itself to lead global 6G standards. Indian entities hold over 200 6G-related patents, and the Bharat 6G Alliance is collaborating with European industry organisations (6G-IA) to co-develop standards. The DoTs Telecom Technology Development Fund has approved 104 projects worth ?271 Crores for 6G R&D as of February 2026. The TDIP scheme (?203 Crore, April 2026) further accelerates indigenous telecom innovation (Source: IBEF Telecom Report April 2026; PIB - March 2026; TelecomTalk - March 2026; Mordor Intelligence - January 2026).
Robotics Automating Field Operations
Smart infrastructure monitoring: Telecom operators are increasingly evaluating the use of drones, robotic inspection systems and remote monitoring technologies for tower inspections, infrastructure audits and asset management (Source: Telecom Technology Outlook - 2026). Automated maintenance operations: Robotics and automation solutions are expected to improve maintenance efficiency, reduce downtime and enhance workforce safety across telecom infrastructure operations (Source: Industry Automation Reports - 2026). Robotic Process Automation (RPA): Telecom companies continue to deploy automation across billing, order processing, customer onboarding, compliance management and back-office operations, resulting in improved productivity and reduced operating costs (Source: Digital Transformation Reports - 2026).
The convergence of 5G monetisation, AI-native architectures, edge data centres and 6G standardisation positions Indias telecom sector for a decade of value-creation - transforming connectivity providers into intelligent digital infrastructure platforms that underpin healthcare, agriculture, manufacturing, fintech and governance. This structural transformation has direct implications for tower infrastructure companies like GIL and by extension for network services providers like GTL.
OPPORTUNITIES AND THREATS
OPPORTUNITIES
Union Budget 2026-27 - Telecom Sector Allocation
The Union Budget 2026-27 (presented February 1, 2026) allocated ?73,990 Crores to the Department of Telecommunications - representing a 38.56% increase over the FY26 Revised Estimate of ?53,398 Crores. Including ?6,937 Crores from the Universal Service Obligation Fund, total effective support reaches approximately ?80,928 Crores. Key components include:
(Source: Union Budget 2026-27 DoT Demand for Grants; BizBuzz - dt. February 18, 2026; Indian Infrastructure - dt. February 2, 2026)
5G Network Densification
As Indias 5G rollout transitions from coverage to densification, the demand for small-cell deployments, loading of existing tower sites, and infrastructure upgrades for enterprise private 5G networks is set to accelerate (Source: VoiceNData - dt. June 9, 2025; Indian Infrastructure - dt. February 4, 2026).
Fibration and Backhaul Expansion
NTP-25 targets 80% tower fiberisation by 2030, from approximately 33-36% today. The DoT has mapped ~13.5 lakh route kilometres of OFC of PSUs and ~43,000 km of state government OFC, with systematic expansion underway. Achieving the fiberisation target requires substantial engineering and field services, creating sustained demand for network services providers supporting infrastructure build-out (Source: DoT Year-End Review December 2025; New Indian Express - dt. July 24, 2025; Telecom Review Asia - dt. February 5, 2026).
Satellite Backhaul, Edge Sites and AI Data Centres
The rapid expansion of satellite broadband (Starlink, Jio-SES, Eutelsat-OneWeb, Project Kuiper) drives demand for ground station deployments and edge gateway sites. Simultaneously, the emergence of edge data centres co-located with tower infrastructure - to serve AI, IoT and low-latency applications - creates a new revenue stream for tower companies and their service providers. Data centre investments of US$70 billion (committed) and US$90 billion (announced) represent a structural opportunity for the telecom infrastructure ecosystem.
Rural Digital Expansion Opportunity
Despite reaching 1.33 billion total subscribers, significant rural-urban digital gaps persist. Rural internet penetration stands at only 48.31 subscribers per 100 people versus 126.80 in urban areas, and rural tele-density is 60.74% versus 152.11% urban. Government initiatives through BharatNet, Digital Bharat Nidhi, and PM-WAN combined with BSNLs expanded 4G rollout - are creating demand for new towers and infrastructure in underserved rural and semi-urban geographies (Source: TRAI QPIR Q4 FY26; Communications Today Market Analysis - May 2026).
THREATS
Market Duopoly Risk
The telecoms services market has become an effective duopoly with Reliance Jio and Bharti Airtel holding an 80% market share. The third largest player Vodafone Idea Limited (Vi) was drowning in debt, while Bharat Sanchar Nigam Limited (BSNL) was also struggling. In October 2025, Vi received some respite from the Supreme Court, which allowed the Government to reassess Vi AGR. Subsequently, in January 2026 the Government followed through with a recalculation that gives the company some breathing space by allowing ten years of manageable payments. The Government now holds a 49% stake in Vi (and 100% in BSNL) (Source: tele.net - dt. February 2, 2026). In what may be the Governments last viable strategy, to preserve a competitive third force in Indian telecom market, Vi and BSNL have begun talks on possible sharing of towers, fibre and spectrum, as both struggle with capital expenditure pressures and uneven network strength across the regions (Source: tele.net - dt. April 4, 2026). As a result, the mobile service market could turn into an effective three-way contest, which solely depends upon the ability of Vi and BSNL to make use of the given opportunities.
Capital Expenditure
The telecom operators are focusing on site densification, fibre backhaul and data-centre connectivity 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. 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.
Regulatory and Policy Uncertainty
The telecom industry remains subject to evolving regulations relating to spectrum allocation, satellite communication, cybersecurity, data privacy and licensing frameworks. Regulatory changes may increase compliance requirements and operational complexity (Source: DoT & TRAI Regulatory Updates - 2026).
OUTLOOK
Members are advised to refer to the write-up under the head Operations in the Directors Report.
SEGMENT WISE PERFORMANCE
The Company is engaged in the business of providing "Network Services" only. Accordingly, the performance of the Company from Network Services business is presented below.
DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE
The Financial Analysis of FY 2025-26 is as under:
Profit & Loss Account Items
Revenue
Revenue in FY 2025-26, stood at ?224.37 Crores as compared to ?253.88 Crores in FY 2024-25.
Cost of Purchases and Services Rendered
In the FY 2025-26, cost of purchases and services rendered stood at ?14.98 Crores as against ?25.84 Crores in FY 2024-25. The said reduction is due to optimisation of fuel cost which is on account of steps taken for alternative energy sources by the Companys customer viz GIL.
Employee Benefits Expenses
In the FY 2025-26, employee benefit expenses stood at ?84.34 Crores as against ?81.80 Crores in FY 2024-25. The increase is in the normal course of business.
Other Expenses
In the FY 2025-26 other expenses consisting of administrative expenses, travelling, conveyance, rent, legal, professional and technical consultancy charges, foreign exchange variation and others stood at ?147.18 Crores as against ?81.75 Crores
in FY 2024-25. The increase in these expenses compared to previous year is mainly on account of increase in the exchange losses due to change in USD / INR rate. In the previous year, the exchange loss was ?32.37 Crores; whereas in the current year it is ?111.05 Crores. This is a non-cash expense.
Finance Cost
In the FY 2025-26 Finance Cost stood at ?36.03 Crores as against ?33.85 Crores in FY 2024-25. The finance cost is predominantly towards notional interest provided on Optionally Convertible Preference Shares (OCPS).
Exceptional Items
In the current year, the Company had an exceptional income (net) of ?610.44 Crores as against ?1.55 Crores in the previous financial year. The exceptional income (net) consists of:
(a) An income of ?739.91 Crores towards the accounting impact pursuant to the One Time
Settlement with the settled lenders.
(b) One-time non-recurring revenue of ?49.53 Crores on account of revision in the rates.
(c) A claim of ?179 Crores arising on account of invocation of pledge on the shares, which
was earlier considered under contingent liabilities and has crystallised during the
current financial year.
Balance Sheet Items
Equity Share capital
There is no change in share capital and as such as of March 31, 2026, the share capital remains at ?157.30 Crores
Other Equity
| Particulars | ? Crores |
| As at March 31, 2025 | (6,186.61) |
| Movement in Other Equity* | 583.26 |
| As at March 31, 2026 | (5,603.35) |
*Refer Note 16 of the Financial statements
Net Worth as at March 31, 2026
| Particulars | ? Crores |
| Equity Share Capital | 157.30 |
| Other Equity | (5,603.35) |
| Total Net Worth | (5,446.05) |
Borrowings
Borrowings as on March 31, 2026, were ?3,267.34 Crores as against ?3,815.06 Crores as on March 31, 2025. The reduction in borrowing is on account of settlement of the lenders during the year. Refer Note 19 of the Financial Statements.
All secured lenders of the Company have, in principle, agreed to a One Time Settlement (OTS) of their respective dues. In respect of such lenders, where the settlement agreements have been fully executed and the obligations have been discharged, the Company has considered the accounting impact pursuant to the OTS with the lenders.
Net Fixed Assets
As on March 31, 2026, the net fixed assets were ?16.32 Crores as against ?15.75 Crores as on March 31, 2025. The increase in net fixed assets was mainly on account of taking on lease of a new asset and accounting of the same as per the Indian Accounting Standard (Ind AS 116) on "Lease".
Receivable
The receivables as on March 31, 2026, were ?Nil as against ?14.90 Crores as on March 31, 2025.
Contingent Liabilities and Related Party Transactions
For details thereof, please refer Note nos. 35C & 36.2 of the Financial Statements respectively.
Significant changes in key financial ratios
| Particulars | UoM | FY 2025–26 | FY 2024–25 |
| Debtors Turnover (based on average receivables of the year) | No. of Days | 12 | 26 |
| Inventory Turnover (Refer Note 1) | No. of Times | N.A. | N.A. |
| Interest Coverage Ratio (Refer Note 2) | No. of Times | N.A. | N.A. |
Note: The second table in the original page appears corrupted/empty and is not reproduced.
Notes:
(1) At the Financial year ended March 31, 2026 and March 31, 2025, inventory was Nil.
Hence stated as N.A.
(2) The Company has neither paid nor provided interest on its borrowings hence stated as
N.A. Refer Note 19 of the Financial Statements
(3) In view of negative Net Worth, Debt / Equity Ratio and Return on Net Worth are not
furnished above.
Explanation for significant changes in ratio
The debtors turnover decreased from 26 days to 12 days on account of realisations from the customer.
The Operating Profit Margin [Net Profit/Loss] (before Exceptional items) in % terms has reduced slightly from 25.58% to 23.57% mainly on increase in exchange loss due to change in USD / INR.
Net Profit Margin (%) [Net Profit / (Loss) (After Exceptional items, Tax and OCI)] has increased substantially from (3.22%) to 256.97% mainly on account of exceptional items which is explained earlier.
The Current Ratio has remained steady at 0.02.2020-2021
RISKS AND CONCERNS
In furtherance to the Risks and Concerns reported by the Company in the earlier Annual Reports, the Company reports the following Risks and Concerns;
Strategic Risks
Customer Concentration Risk: The Company derives its business from a single customer. Any change in the customers network expansion plans, infrastructure requirements, business priorities or service contracts may directly impact the Companys business operations, revenue visibility and future growth opportunities. The customer is also having its own financial difficulties.
Market Concentration Risk: The telecom industry is increasingly concentrated among a few large operators. Changes in their investment priorities, network deployment plans or infrastructure requirements may influence the demand for telecom tower services and related maintenance activities.
Technology Transformation Risk: Rapid adoption of AI-enabled network management, automation, remote monitoring and digital operations is changing service delivery models. Failure to adapt to evolving technologies and customer requirements may affect the Companys long-term competitiveness.
Operational Risks
Skilled Manpower Risk: The telecom industry continues to face challenges in attracting and retaining skilled field personnel, particularly in remote and high-demand regions. Manpower shortages and attrition may affect service quality and project execution timelines.
Service Delivery Risk: The Company continues to operate under financial stress arising from legacy liabilities and ongoing lender actions, notwithstanding sectoral relief measures introduced by the Government and regulators.
Execution Risk: Delays in site access, approvals, logistics or customer-driven implementation schedules may affect project execution and operational efficiency.
Cybersecurity and Digital Operations Risk: Increasing dependence on digital platforms, automation and connected systems requires robust cybersecurity measures. Any system disruption or cyber incident could impact business continuity and operational performance.
Legal & Compliance and Finance Risks
For legal & compliance and finance risks, shareholders are requested to refer to the Status of Legal Cases and Claims of MDAR, Note 39 and 43 of Financial Statements and Secretarial Audit & Compliance Report of the Directors Report.
Mitigation measures taken
The Company continues to adopt a proactive and structured approach to mitigate the strategic, operational and legal & compliance risks identified above as under:
On the Strategic Risk front: The Company continuously monitors developments in the telecom infrastructure industry, including network expansion trends, tower tenancy demand, evolving customer requirements, emerging technologies and steps taken by the Government to overcome the duopoly market conditions. The Company works closely with its customer to ensure efficient service delivery, maintain network uptime and support infrastructure operations. The Company also extends operational support to GIL for improving their operational performance.
The Company also continues to support energy efficiency initiatives through technical audits, monitoring of energy utilisation, deployment of energy-efficient equipment and adoption of alternate energy solutions to reduce carbon emissions. These initiatives are aligned with industry efforts towards improving energy efficiency and promoting sustainable telecom infrastructure.
On the Operational Risk front: The Company has strengthened its operational governance framework through regular site audits, field inspections, continuous monitoring of service quality and close co-ordination with customer. Recruitment initiatives, employee training programmes and skill development efforts are being undertaken to address manpower requirements, improve operational efficiency and enhance service delivery across operating circles. The Company is also evaluating technology-enabled solutions to improve network operations, asset monitoring and overall operational effectiveness. To overcome its financial stress arising from legacy liabilities, as reported in the Directors Report under the head Operations, it continues to take steps for settling the dues of the lenders through OTS. It is relevant to note that over the years since 2009-10, the Company has made aggregate repayments of ?5,757.10 Crores to the lenders.
On the Legal & Compliance and Finance Risks front: As stated under the respective heads, the Company while engaging the services of professionals to protect its interest, simultaneously is settling matters through negotiations wherever possible. As regards compliance and finance risks, apart from carrying out Internal Audit & Statutory Audit and making necessary disclosure to the Stock Exchanges and making statutory filings with various authorities, the Company is also getting the requirements in respect corporate governance; and secretarial & compliance matters audited by the Statutory Auditors and Secretarial Auditors respectively.
Status of Legal Cases and Claims
The following is the status of pending legal cases:
i) 5 cases: The Company has been implicated as proforma defendant i.e., there are no monetary claims against the Company. In most of these cases, dispute concerns matter like loss of share certificate, title claim, ownership, transfer of the shares etc. The Companys implication in these matters is with a view to protect the interest of the lawful owners of the shares. Upon the final orders passed
9 cases: These cases pertain to Labour Court matter of earlier power business, wherein the employees filed for reinstatement on termination consequent to termination of Aurangabad Distribution Franchise Agreement of the Company. These are being settled with affected employees. The contingent liability in respect of these 9 cases is ?1.34 Crores.
6 cases: Out of these 6 cases of earlier power business, disputes in respect of 3 relate to billing, 1 relates to damages claimed regarding tower maintenance, 1 relates to workmen compensation and 1 relates to assessment of Local Body Tax on goods, all of which are pending before the appropriate authorities. The contingent liability in respect of these 6 cases is ?0.31 Crore.
5 cases: Out of these 5 cases, dispute in respect of 1 relates to recovery, 1 relates to licence fees, 1 relates to trademark, 1 relates to bank claim and 1 relates to claim by a shareholder. The contingent liability in respect of these 5 cases is ?0.75 Crore.
9 cases: These 9 cases pertain to arbitration matters, out of which in 5 cases, the Company has invoked arbitration proceedings against MSEDCL in respect of the DF Contract & EPC Contract and the contingent liability towards counter claims of MSEDCL is ?462.90 Crores. The other 4 matters, are arising out of challenge on the procedural orders by the Arbitrator and are being contested in the courts by the Companys advocates who have the necessary expertise on the subject. There is no contingent liability arising out of the four matters. The arbitration proceedings are underway.
1 case: This case relates to a claim made by a bank against the Company based on a letter issued by it in favour of its erstwhile subsidiary towards their credit facilities. The contingent liability in respect of this is ?237.28 Crores.
1 case: The Department of Telecom ("DoT") has raised a frivolous demand of ?1,509.50 Crores based on Adjusted Gross Revenue for ISP license fee pertaining to the business carried out by the Company well before the year 2009. The relevant ISP license was surrendered to DoT in 2009 for which DoT had issued a no dues certificate in November 2010. Accordingly, the Company is contesting this demand before Telecom Disputes Settlement and Appellate Tribunal ("TDSAT"), which has granted stay in the matter.
1 case: IDBI Bank and other CDR lenders had filed a suit against the Company in the Debt Recovery Tribunal, Mumbai ("DRT") for ?4,853.55 Crores. As has been stated elsewhere, the Company based on the in-principle approval communicated by IDBI Bank has settled the dues of eleven original secured lenders pursuant to which this liability has come down to ?1,962.19 Crores. Accordingly, the settled lenders have filed/are in the process of filing respective consent terms before the DRT for withdrawal of their respective claims.
1 case: An employee of staffing company has initiated legal proceedings in labour court against the Company. The same is being contested by the Company. The contingent liability in respect of the said case as on the date of Balance Sheet is ?0.01 Crore.
Claims:
The contingent liability in respect of i to xii above is ?4,516.18 Crores.
Arbitration in respect of GIL
In the matter of suit filed by ARC against the decision of arbitral tribunal in the arbitration proceedings between GTL and GIL, consequent to filing of consent terms by all the concerned parties, the Honble Bombay High Court / Arbitral Tribunal have dismissed the suit / arbitration proceedings as withdrawn. As the arbitration is in respect of a claim made by GTL, there is no contingent liability.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has established and maintained an adequate system of internal controls commensurate with the size, scale, and complexity of its operations. The internal control framework is designed to provide reasonable assurance regarding the effectiveness and efficiency of operations, safeguarding of assets, reliability of financial reporting, and compliance with applicable laws, regulations, and internal policies.
The Companys internal control system encompasses financial, operational, compliance, and information technology controls. These controls are supported by documented policies and procedures, defined authority matrices, segregation of duties, continuous monitoring mechanisms and periodic management reviews to ensure operational effectiveness and mitigation of business risks.
The Company has implemented appropriate processes for risk identification, assessment, and mitigation. Regular reviews are undertaken to evaluate the adequacy and effectiveness of internal controls and to strengthen the control environment in line with evolving business requirements and regulatory expectations.
The internal audit function adopts a risk-based approach and evaluates the adequacy and effectiveness of internal controls across key business processes. The scope of internal audit includes inter alia:
The findings and recommendations arising from internal audits are periodically reviewed by the Management and the Audit Committee. Corrective and preventive actions are undertaken, wherever necessary, and their implementation is monitored to ensure timely closure.
The Audit Committee of the Board provides oversight of the internal control framework through regular review of internal audit reports, significant audit observations, risk assessments, compliance status and management responses. The Audit Committee also reviews the adequacy and effectiveness of the internal control systems on an ongoing basis. Further for effective implementation of circular dt. January 7, 2026 of National Financial Reporting Authority, the Company has adopted a Communication Framework for implementing the requirements therein by strengthening the two-way communication between the Statutory Auditors and TCWG.
HUMAN RESOURCES
Nurturing of Talent
GTL, being in the service industry, employees are the most valuable asset and the primary driver of business success. The quality of service delivered to customers is directly influenced by the skills, knowledge, commitment, and professionalism of employees. As customer expectations continue to evolve, attracting, developing, and retaining talented individuals remains critical to maintaining service excellence and sustaining competitive advantage.
The Company recognizes that a skilled and engaged workforce is essential for delivering superior customer experiences and achieving long-term growth. Accordingly, the Company continues to invest in talent acquisition, and engagement initiatives to foster a high-performance culture. By empowering employees with the right opportunities, resources, and support, the Company aims to build a motivated workforce capable of meeting the dynamic needs of its customers and stakeholders.
The Company on a regular basis is restructuring its manpower to meet the change in operational environment and for cost optimization. While doing so, for mitigating the Operational Risk arising out of poaching of talent by competitors, the Company has successfully onboarded 208 new employees for strengthening its talent pool. This has been a critical task for the HR Team considering the current market situation and the challenges faced by the Company to recruit and retain good talent.
Artificial Intelligence (AI) Awareness and Capability Building
Recognizing the growing importance of AI in enhancing productivity, innovation, and business effectiveness, the Company organized a specialized AI training program for employees. The program, conducted by ET Masterclass, provided valuable insights into emerging AI technologies and their practical applications, helping employees build future-ready skills and adapt to the evolving digital landscape. A total of twenty number of employees benefited from this training workshop.
Spot Awards
The Company continued to reinforce its performance-oriented culture by recognizing and rewarding employees who demonstrated exceptional contributions through its Spot Award program. These awards were presented to employees who exhibited outstanding performance, customer focus, teamwork, and commitment beyond their regular responsibilities. A total of 124 number of employees were recognised and considered for Spot Awards. By timely recognition, the Company fostered a culture of appreciation, motivation, and excellence, encouraging employees to consistently deliver high-quality results and contribute to the organizations success.
Automation of Processes
During the year, the Company has embarked in upgrading of its Human Resource Management System (HRMS) to enhance operational efficiency and improve the overall employee experience. The upgraded platform offers improved functionality, streamlined workflows, better data management, and enhanced self-service capabilities for employees and managers. This initiative reflects the Companys commitment to leveraging technology to strengthen processes, improve productivity, and support its growing workforce.
Employee Engagement Initiatives
The Company continues to foster a positive and inclusive work culture through various employee engagement initiatives aimed at strengthening team spirit and enhancing employee morale.
As part of these efforts, the Company celebrated Diwali Festival with great enthusiasm by encouraging employees to dress in traditional attire and organizing a special festive lunch. The celebration provided employees with an opportunity to come together, embrace cultural values, and strengthen workplace relationships in a vibrant and festive environment.
In recognition of the valuable contributions made by women employees, the Company also celebrated International Womens Day by organizing a special lunch for all women employees. The event served as a token of appreciation for their dedication and commitment while promoting inclusivity and employee well-being.
These initiatives reflect the Companys commitment to creating an engaging workplace where employees feel valued, connected, and motivated.
Employee Health, Safety and Well-being
The Company places significant importance on the health, safety, and overall well-being of its employees, recognizing that a healthy workforce is fundamental to organizational success. To provide financial security and peace of mind, the Company offers comprehensive employee benefits, including Medical Insurance, Personal Accident Insurance, and Term Life Insurance coverage. These initiatives are designed to support employees and their families during unforeseen circumstances and reflect the Companys commitment to creating a safe, secure, and caring work environment.
Compliance with New Wage Code Requirements
During the year, the Government of India consolidated existing multiple labour legislations into a unified framework and brought New Labour Code with effect from November 21, 2025. Pursuant to that, the Company reviewed and aligned its compensation structure and payroll practices with the requirements of the new wage regulations. Necessary changes were implemented to ensure compliance with applicable provisions of the New Wage Code introduced by the Government, thereby strengthening statutory adherence and promoting transparent and equitable compensation practices across the organization.
Compliance with POSH Act and Maternity Benefit Act
The Company remains committed to providing a safe, inclusive, and supportive workplace for all employees. In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"), the Company has established an Internal Committee, implemented a comprehensive policy, and conducted awareness programs to promote a respectful work environment.
Details of number of complaints received, disposed of and pending during the FY 2025-26 pertaining to the Sexual Harassment of Women at Workplace are as under:
| Number of complaints filed during the financial year | NIL |
| Number of complaints disposed of during the financial year | Not Applicable |
| Number of complaints pending as at the end of the financial year | Not Applicable |
The Company also complied with the provisions of the Maternity Benefit Act, 1961, by providing eligible employees with maternity benefits and related entitlements. The Company strives to provide a supportive work environment, flexible assistance wherever feasible, and guidance to help employees balance their professional responsibilities and personal wellbeing during this important phase of their life.
These measures reflect the Companys commitment to employee welfare, gender equality, and statutory compliance.
People Strength
In line with the developments in the Telecom sector and its own business requirements, the Companys human resources strength is 1397 associates (directly or indirectly) as on March 31, 2026 as against 1544 associates on March 31, 2025.
[Images on page: Employee Health Check-up Camp in Association with ESIC; Womens Day - Nurturing Growth, Inspiring Change; Eye and Dental Health Check-up Camps; Dental Health Check-up Camp]
Distribution of New Computers to Support Digital Learning at ICMH School
At GTL, we recognise that creating sustainable value extends beyond business performance. Our Corporate Social Responsibility (CSR) initiatives are guided by the principle of inclusive and sustainable development, with a focus on improving the quality of life of underserved communities. In association with Global Foundation, we continue to undertake employee volunteerism, payroll giving, and community engagement initiatives that complement our CSR programmes and reinforce our commitment to responsible corporate citizenship.
Our CSR strategy is centred around four key pillars - Education, Health, Hygiene & Sanitation, Disability, and Community Development. During FY 2025-26, our initiatives were primarily focused on Education, Disability, and Health, positively impacting approximately 6,000 beneficiaries across communities.
Education and Disability
Education continues to be a key focus area of our CSR initiatives, aimed at enhancing access to quality education, promoting digital inclusion, and empowering persons with disabilities through capacity building and skill development.
During the year, the Company:
[Image on page: "From Training to Employment" – showing a visually impaired person working on a computer with a trainer]
Health
The Companys healthcare initiatives are focused on improving access to quality healthcare services and promoting preventive healthcare among underserved communities.
During FY 2025-26, the Company:
Through these initiatives, GTL continues to create sustainable social value by strengthening educational opportunities, promoting inclusive development, and improving healthcare accessibility. The Company remains committed to expanding the reach and effectiveness of its CSR programmes through strategic partnerships, employee participation, and community-centric interventions.
Community Development
[Image on page: "Fostering Hygiene, Building Healthier Futures" – showing school children at washbasins]
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