GTL Ltd Auditor Reports

To, The Members of GTL LIMITED

Report on the audit of the Financial Statements Qualified Opinion

We have audited the accompanying financial statements of GTL Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2024, the Statement of Profit and Loss (including other comprehensive income), the Statement of Changes in Equity and the Statement of Cash Flows for the year ended on that date, notes to the financial statements and a summary of material accounting policies and other explanatory information (hereinafter referred to as "the financial statements") in which, are included, the returns for the year ended on that date of the Companys branch located at Nepal. In our opinion and to the best of our information and according to the explanations given to us, except for the effect of matters prescribed in the basis for qualified opinion Section of our report, the aforesaid financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, the profit and other comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Qualified Opinion

As mentioned in Note No. 32.1 to the Statement, the Company has neither paid nor provided interest on its borrowings during the financial year. Had such interest been recognised, the finance cost and interest liability for the year ended March 31, 2024 would have been more by Rs 426.55 Crores. Consequently, the reported profit after Other Comprehensive Income by the Company for the year ended March 31, 2024 would have been a loss of Rs 215.93 Crores. The Earnings per Share (EPS) would have been negative Rs 13.72.

We conducted our audit of the financial statements in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Companies Act, 2013 ("the Act"). Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the Financial Statements Section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ("the ICAI") together with the ethical / independence requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our modified audit opinion on the financial statements.

Material Uncertainty relating to Going Concern

We draw attention to the following notes to the accompanying financial statements- a) Note no. 49 which inter-alia states that its net worth has been eroded and the Companys current liabilities are higher than its current assets as at March 31, 2024. The above conditions indicate the existence of material uncertainty that casts significant doubt about the Companys ability to continue as a going concern. However, the financial statements of the Company have been prepared on going concern basis for the reasons stated in the said note – As against the ‘in-principle approval to the One Time Settlement (‘OTS) proposal of the Company of Rs 375.79 Crores, Secured Lenders have recovered an amount of Rs 101.01 Crores through sale of Companys immovable properties under SARFAESI Act, and for balance of Rs 274.78 Crores, the Company has deposited Rs 172.14 Crores as on date in Escrow account, maintained for the said purpose and is awaiting requisite sanction from the Secured Lenders along with resolution of National Company Law Appellate Tribunal (NCLAT) and Debt Tribunal (DRT) related issues. Our opinion is not modified in respect of the above matter.

Emphasis of Matter

We draw attention to the following notes to the accompanying financial statements- a) Note no. 35 which inter alia states that, the Companys lenders have sold immovable properties of the Company. The Lenders have appropriated the sale proceeds of Rs 181.10 Crores of the six immovable properties of the Company, sold during the reporting period, against the Rupee Loans. The amount realized over the carrying value of Assets of Rs 137.62 Crores is considered as "Exceptional Item". b) We invite attention to the note no. 47 which inter-alia states that, with regards to the FIR filed by the Central Bureau of Investigation of India (CBI), during FY 2022-23, investigation was conducted towards certain charges against the Company.

Our opinion is not modified in respect of the above matters.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Key Audit Matter	Auditors Response
1. Accuracy of recognition, measurement, presentation and disclosures of revenues and other related balances in view of adoption of Ind AS 115 "Revenue from Contracts with Customers"	We assessed the Companys process to identify the impact of adoption of the revenue accounting standard.
The application of the revenue accounting standard involves certain key judgments relating to identification of distinct performance obligations, determination of transaction price of the identified performance obligations, the appropriateness of the basis used to measure revenue recognised over a period.	The procedu4re performed included the following:
	1. Evaluated the design of internal controls relating to revenue recognition.
	2. Selected a sample of continuing and new contracts, and tested the operating effectiveness of the internal control, relating to identification of the distinct performance obligations and determination of transaction price.
	3. Selected a sample of continuing and new contracts and performed the following procedures:
	Read, analyzed and identified the distinct performance obligations, if any, in these contracts.
	Compared these performance obligations with that identified and recorded by the Company.
	Considered the terms of the contracts to determine basis of recognizing the revenue ‘at a point or ‘over the period, the transaction price including any variable consideration to verify the transaction price used to compute revenue and to test the basis of estimation of the variable consideration.
	Verified whether the revenue has been recognised only post the fulfilment of the performance obligations and related conditions.

 

2. Evaluation of uncertain tax positions:	Our procedures included the following:
The Company has material uncertain tax positions including matters under dispute which involves significant judgment to determine the possible outcome of these disputes.	Obtained understanding of key uncertain tax positions;
	Obtained details of completed tax assessments and demands for the year ended March 31, 2024 from the management;
	We along with our internal tax experts –
	i. Discussed with management and evaluated the Managements underlying key assumptions in estimating the tax provision;
	ii. Assessed managements estimate of the possible outcome of the disputed cases; and
	iii. Considered legal precedence and other rulings in evaluating managements position on these uncertain tax positions.
	Additionally, considered the effect of new information in respect of uncertain tax positions as at April 1, 2023 to evaluate whether any change was required to managements position on these uncertainties.

 

3. Assessment of contingent liabilities and provisions related to Taxation, Litigations and claims:	Our audit procedures included:
The assessment of the existence of the present legal or constructive obligation, analysis of the probability of the related payment and analysis of a reliable estimate, requires managements judgement to ensure appropriate accounting or disclosures.	- As part of our audit procedures we have assessed
Due to the level of judgement relating to recognition, valuation and presentation of provisions and contingent liabilities, this is considered to be a key audit matter.	Managementsprocessestoidentifynewpossibleobligations and changes in existing obligations for compliance with Company policy and Ind AS 37 requirements.
(Refer note 39 to the financial statements)	- We have analysed significant changes from prior periods and obtain a detailed understanding of these items and assumptions applied.
	- We have obtained relevant status details and Management representations on the major outstanding litigations.
	- As part of our audit procedures we have reviewed minutes of board meetings (including the Audit Committee).
	- We have held regular discussions with Management and internal legal department.
	- We challenged the assumptions and critical judgements made by management which impacted their estimate of the provisions required, considering judgements previously made by the authorities in the relevant jurisdictions or any relevant opinions given by the Companys advisors and assessing whether there was an indication of management bias.
	- We discussed the status in respect of significant provisions with the Companys internal tax and legal team.
	We performed retrospective review of management judgements relating to accounting estimate included in the financial statement of prior year and compared with the outcome.

Other matters

a) We did not audit the financial statements / information of Nepal branch included in the financial statements of the Company, whose financial statements / financial information reflect total assets of Rs 0.70 Crore (net assets of Rs 0.05 Crore) as at March 31, 2024 and total revenues of Rs Nil for the year ended on that date. The financial statements / information of this branch are unaudited. According to the information and explanations given to us by the Management, there are no transactions at the said branch and these financial statements/information are not material to the Company.

b) As at March 31, 2024, balance confirmations, with respect to Bank Loan including interest accrued (net of Escrow Account Balance), Bank Guarantee, Bank Current Account and Fixed Deposits aggregating to Rs 3,874.54 Crores, have not been received. Our opinion is not modified in respect of above matters.

Information Other than the Financial Statements and Auditors Report thereon

The Companys Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Boards Report including Annexures to Boards Report, Business Responsibility Report, Corporate Governance and Shareholders Information, but does not include the financial statements and our auditors report thereon. Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. When we read other information, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and describe actions applicable in the applicable laws and regulations. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

The Companys Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. In preparing the financial statements, management is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. The Board of Directors are responsible for overseeing the Companys financial reporting process.

Auditors Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors.

• Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in

(i) planning the scope of our audit work and in evaluating the results of our work; and

(ii) to evaluate the effect of any identified misstatements in the financial statements. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

I. As required by the Companies (Auditors Report) Order, 2020 ("the Order") issued by the Central Government of India in terms of sub-Section (11) of Section 143 of the Act, we give in the "Annexure A", a statement on the matters specified in paragraphs 3 and 4 of the Order to the extent applicable.

II. As required by Section 143 (3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The report on the accounts of the branch office of the Company have not been audited under Section 143(8) of the Act by branch auditor. Accounts of the branch are management certified and have been appropriately dealt with by us in preparing this report. (Refer Point (a) of Other Matter paragraph above)

d) The Balance Sheet, the Statement of Profit and Loss including (other comprehensive income), the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

e) In our opinion, the aforesaid Financial Statements comply with the Ind AS specified under Section 133 of the Act, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015.

f) On the basis of the written representations received from the directors as on March 31, 2024 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2024 from being appointed as a director in terms of Section 164 (2) of the Act.

g) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B" to this report. h) With respect to the other matters to be included in the Auditors Report under Section 197(16) of the Act:

In our opinion and according to the information and explanation given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provision of Section 197 of the Act.

i) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its Financial Statements – Refer Note No. 39.C.1 to the Financial Statements.

ii. The Company does not have any long – term contracts including derivative contracts for which there are any material foreseeable losses. iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company. However, unpaid dividend of

Rs 0.20 Crore pertaining to the years 2000-01, 2001-02 and 2003-04 to 2009-10 has not been transferred to Investor Education and Protection Fund but is held in abeyance on account of pending legal cases.

iv. a) the Management has represented that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

b) the Management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and c) based on audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material mis-statement. v. The Company has not declared or paid dividend during the year. Hence, this clause is not applicable. vi. Based on our examination, which included test checks, the Company has used accounting software for maintaining its books of accounts for the financial year ended March 31, 2024 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of the audit trail feature being tampered with.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the financial year ended March 31, 2024.

ANNEXURE – "A" TO THE INDEPENDENT AUDITORS REPORT ON FINANCIAL STATEMENTS OF GTL LIMITED (Referred to in paragraph I under the heading "Report on Other Legal and Regulatory Requirements" of our report of even date to the members of GTL Limited on the Financial Statements for the year ended March 31, 2024) i. In respect of the Companys Property Plant & Equipment, right of use assets and Intangible Assets:

a) A. the Company has maintained proper records showing full particulars including quantitative details and situation of property, plant and equipment and relevant details of right-of-use assets for the year.

B. the Company has maintained proper records showing full particulars of intangible assets

b) As explained to us, the Company has a phased program of physical verification of the property, plant and equipment and right-of-use assets, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets.

The Company, in accordance with the said program, has physically verified certain property, plant and equipment and right-of-use assets. No material discrepancies were noticed on such physical verification.

c) According to the information and explanations given to us and based on the records produced, the title deed of the immovable property (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) held by the Company is in the name of the Company. The title deed of the immovable property held by the Company is verified from the photo copy of such title deed as the original thereof have been deposited with the lenders for securing the borrowings of the Company and confirmation for the same has been obtained from IDBI Trusteeship Services Limited dated January 06, 2023.

d) The Company has neither revalued its PPE (including Right of Use assets) nor intangible assets or both during the year.

e) As per the information and explanation provided to us, no proceedings have been initiated or are pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made there under.

ii. a) The inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable and coverage and procedure of such verification is appropriate. No material discrepancies were noticed on such physical verification. b) According to the information and explanations given to us, the Company has not availed working capital limits from banks or financial institutions on the basis of security of its current assets, hence reporting under clause (ii)(b) of the Order is not applicable.

iii. In respect of Investment made in, provided guarantee or granted any loans secured/unsecured a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not made any investments, provided guarantee or security or granted any advances in the nature of loans, secured or unsecured, to companies, firms, limited liability partnerships or any other parties during the year. In view of the above, clauses iii (a), iii (b), iii (c), iii (d), iii (e) & iii (f) of the Order are not applicable to the Company.

iv. The Company has not granted any loans, or made any investment, or provided any guarantee or security in respect of which provisions of Section 185 and 186 of the Act are applicable. Accordingly, the provisions of clause (iv) of the order are not applicable to the Company.

v. In our opinion and according to the information and explanations given to us, the Company has complied with the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the rules framed there under, to the extent applicable. We are informed by the Management that no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal in this regard.

vi. According to the information and explanations given to us, the Central Government has not prescribed the cost records to be maintained under sub-Section (1) of Section 148 of the Act in respect of business activities carried on by the Company. Therefore, the provisions of clause (vi) of the Order are not applicable to the Company.

vii. a) According to the information and explanations given to us and according to the records of the Company examined by us, in our opinion, the Company is generally regular in depositing with the appropriate authorities undisputed statutory dues including Goods and Service Tax, Provident Fund, Employees State Insurance, Income-tax, Sales Tax, Service Tax, Duty of Custom, Duty of Excise, Value Added Tax, Cess and any other statutory dues, wherever applicable.

On the basis of examination of the relevant records and according to the information and explanations given to us, except for Sales Tax dues of Rs 5.68 Crores no undisputed amounts payable in respect of aforesaid dues were outstanding as at March 31, 2024 for a period of more than 6 months from the date they became payable.

b) According to the information and explanations given to us, there were no dues in respect of Goods and Service Tax, Provident Fund, Employees State Insurance, Income-tax, Sales Tax, Service Tax, Duty of Custom, Duty of Excise, Value Added Tax, Cess and any other statutory dues which have not been deposited on account of any dispute except the following:

(Rs in Crores)

Name of Statute	Nature of Dues	Forum where Dispute is pending	Period to which amount relates (Financial Year)	Gross Amount involved	Amount Paid under protest	Amount Unpaid
Central Sales Tax Act,	Sales Tax, Entry	Commissioner (Appeals),	1992-1993,	52.69	2.88	49.81
1956 and respective	Tax, Trade Tax,	Joint Commissioner,	1995-1997,
states Sales Tax	Penalty, Interest	Additional Commissioner, Deputy Commissioner	2005-2018
		Appellate Tribunals and	1995-1996,	23.50	2.40	21.10
		Revision Boards	2002-2003,
			2005-2011,
			2013-2014
Sub-Total (A)				76.19	5.28	70.91
Finance Act, 1994	Service Tax,	Commissioner (Appeals)	2013-2017	1.75	0.21	1.54
(Service Tax)	Interest, Penalty	Appellate Tribunals (CESTAT)	2010-2017	95.48	6.83	88.65
Sub-Total (B)				97.23	7.04	90.19
Income Tax Act, 1961	Tax & Interest	CIT (Appeals)		0.42	0.08	0.33
Sub-Total (C)				0.42	0.08	0.33
Grand Total (A+B+C)				173.84	12.40	161.43

viii. According to the information and explanations given to us, no transactions or income, not recorded in the books of account, have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961). ix. a) On the basis of, our examination of the records of the Company, the terms of Corporate Debt Restructuring scheme as applicable and according to the information and explanations given to us, the Company has defaulted in repayment of borrowings to financial institutions and banks. The lender wise details of the amount of default and the period of default are as under.

A) Nature of Dues: Term Loan

(Grouped and disclosed under the heading "Secured: Payable to CDR lenders" of note no. 22 "Borrowings" to the Financial Statements) Rs ( in Crores)

Name of the Lender	Whether Principal or Interest	Amount of Default	More than 365 days but less than 730 days	Period of Default More than 730 days but less than 1095 days	More than 1095 days
Bank of Baroda	Principal	190.74	-	-	190.74
Bank of India	Principal	173.21	-	-	173.21
Canara Bank	Principal	88.09	-	-	88.09
Catholic Syrian Bank	Principal	16.48	-	-	16.48
Indian Bank	Principal	55.47	-	-	55.47
Indian Overseas Bank	Principal	74.75	-	-	74.75
Punjab National Bank	Principal	111.62	-	-	111.62
State Bank of India	Principal	11.97	-	-	11.97
Standard Chartered Bank	Principal	11.40	-	-	11.40
Small Industrial Development Bank of India	Principal	56.32	-	-	56.32
UCO Bank	Principal	55.59	-	-	55.59
Union Bank of India	Principal	196.79	-	-	196.79
Total		1,042.43	-	-	1,042.43

B) Nature of Dues: Funded Interest Term Loan

(Grouped and disclosed under the heading "Secured: Payable to CDR lenders" of note no. 22 "Borrowings" to the Financial Statements)

(Rs in Crores)

Name of the Lender	Whether Principal or interest	Amount of Default	Period of Default
Bank of Baroda	Principal	53.15	More than 1095 days
Bank of India	Principal	42.13	More than 1095 days
Canara Bank	Principal	26.81	More than 1095 days
Catholic Syrian Bank	Principal	6.37	More than 1095 days
IDBI Bank	Principal	20.80	More than 1095 days
Indian Bank	Principal	10.87	More than 1095 days
Name of the Lender	Whether Principal or interest	Amount of Default	Period of Default
Indian Overseas Bank	Principal	17.66	More than 1095 days
Punjab National Bank	Principal	41.74	More than 1095 days
State Bank of India	Principal	2.68	More than 1095 days
Standard Chartered Bank	Principal	2.57	More than 1095 days
Small Industrial Development Bank of India	Principal	10.22	More than 1095 days
UCO Bank	Principal	11.88	More than 1095 days
Union Bank of India	Principal	55.52	More than 1095 days
Total		302.40

C) Nature of Dues: Liability for Bank Guarantee Invocation

(Grouped and disclosed under the heading "Secured: Payable to CDR lenders" of note no. 22 "Borrowings" to the Financial Statements) Rs ( in Crores)

Name of the Lender	Amount of Default	Period of Default
Bank of Baroda	16.88	More than 1095 days
IDBI Bank	2.65	More than 1095 days
Punjab National Bank	58.04	More than 1095 days
UCO Bank	6.17	More than 1095 days
Union Bank of India	27.39	More than 1095 days
Total	111.13

D) Nature of Dues: External Commercial Borrowings

(Disclosed under the heading "Unsecured: Payable to External Commercial Borrowings (ECB) Lenders" of Note No. 22 "Borrowings" to the Financial Statements) Rs ( in Crores)

Name of the Lender	Whether Principal or Interest	Amount of Default	Period of Default
Banks-
Al Salam Bank	Principal	42.36	More than 4380 days
Bank of Baroda - London	Principal	267.67	More than 4380 days
Bank of India - London	Principal	108.87	More than 4380 days
Indian Bank - Colombo	Principal	42.36	More than 4380 days
Indian Bank - Singapore	Principal	42.36	More than 4380 days
Indian Overseas Bank - Hong Kong	Principal	84.71	More than 4380 days
Punjab National Bank - London	Principal	56.35	More than 4380 days
Syndicate Bank- London	Principal	84.52	More than 4380 days
Sub-Total (A)		729.20
Others-
Standard Chartered Bank (Agent)	Principal	161.19	More than 4380 days
Sub-Total (B)		161.19
Total (A)+(B)		890.39
Less: Deposits / Security Margin		(100.58)
Total		789.81

E) Cash Credit

(Grouped and disclosed under the heading "Secured: Payable to CDR lenders" of note no. 22 "Borrowings" to the Financial Statements) Rs ( in Crores)

Name of the Lender	Amount of Default	Period of Default
Bank of Baroda	43.12	More than 1095 days
Bank of India	18.23	More than 1095 days
Canara Bank	56.62	More than 1095 days
Catholic Syrian Bank	12.61	More than 1095 days
IDBI Bank	4.27	More than 1095 days
Punjab National Bank	58.42	More than 1095 days
State Bank of India	1.13	More than 1095 days
Union Bank of India	67.59	More than 1095 days
Total	261.99

F) Nature of Dues: Non-Convertible Debentures

As regards dues of Rs 1,589.28 Crores disclosed under "Payable to holder of Rated Redeemable Unsecured Rupee Non-Convertible Debentures" in Note No. 22 "Borrowings". The Company has arrived at a onetime settlement (OTS) agreement with its NCD holders for its full and final payment of their existing dues and has accordingly filed the agreed consent terms with the Honorable High Court. Accordingly, High court has set aside the winding up petition filed by the NCD holders against the Company.

G) Interest Payable on Term Loan, Funded Interest Term Loan, Cash Credit, Non-Convertible Debentures & Bank Guarantee (Rs in Crores)

Name of the Lender	Amount of Default	Period of Default
Bank of Baroda	136.14	More than 2556 days
Bank of India	103.35	More than 2556 days
Canara Bank	76.37	More than 2556 days
Catholic Syrian Bank	12.99	More than 2556 days
IDBI Bank	53.21	More than 2556 days
Indian Bank	32.69	More than 2556 days
Indian Overseas Bank	47.54	More than 2556 days
Punjab National Bank	105.67	More than 2556 days
State Bank of India	6.31	More than 2556 days
Standard Chartered Bank	510.43	More than 2556 days
Small Industrial Development	32.52	More than 2556 days
Bank of India
UCO Bank	32.20	More than 2556 days
Union Bank of India	147.07	More than 2556 days
Total	1,296.50

H) Interest Payable on External Commercial Borrowings (Rs in Crores)

Name of the Lender	Amount of Default	Period of Default
Banks-
Al Salam Bank	9.74	More than 2556 days
Bank of Baroda – London	61.68	More than 2556 days
Bank of India – London	23.67	More than 2556 days
Indian Bank – Colombo	9.74	More than 2556 days
Indian Bank - Singapore	9.74	More than 2556 days
Indian Overseas Bank - Hong	19.48	More than 2556 days
Kong
Punjab National Bank -	12.99	More than 2556 days
London
Syndicate Bank- London	19.48	More than 2556 days
Sub-Total (A)	166.52

(Rs in Crores)

Name of the Lender	Amount of Default	Period of Default
Others-
Standard Chartered Bank	48.70	More than 2556 days
(Agent)
Sub-Total (B)	48.70	More than 2556 days
Total	215.22

The Company has neither paid nor provided interest on its borrowings during the financial years 2017-18 to 2023-24, the details of interest not provided are as follows-

(Rs in Crores)

Financial Year	Interest Not Provided
2017-18	641.56
2018-19	605.24
2019-20	484.08
2020-21	470.20
2021-22	437.94
2022-23	417.69
2023-24	426.55
Total	3,483.26

b) According to the information and explanation given to us, the Company has not been declared as a wilful defaulter (WD) by any bank or financial institution or any lender. However, we draw attention to Note 46 of the Financial Statements, which states that one of the secured lenders has initiated proceeding in this regards against the Company, which is stayed by the appropriate Court. The said lender has sanctioned One Time Settlement against which the Company has made the payment and the process of withdrawing the WD proceeding is underway.

c) According to the information and explanation given to us, the Company has not borrowed new term loans during the year. Therefore, requirement of this clause is not applicable to the Company.

d) According to the information and explanation given to us, the Company has not raised any funds on short term basis. Therefore, requirement of this clause is not applicable to the Company.

e) According to the information and explanation given to us, the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures.

f) According to the information and explanation given to us, the Company has not raised any loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies.

x. a) According to the information and explanations given to us and on the basis of examination of records of the Company, the Company has not raised any money by way of initial public offer or further public offer (including debt instruments) during the year. Hence the reporting requirement under clause (x)(a) of the Order is not applicable to the Company.

b) According to the information and explanations given to us and on the basis of examination of records of the Company, the Company has not made any preferential allotment or private placement of shares or convertible debentures (fully, partially or optionally convertible) during the year. Hence the reporting requirement under clause (x)(b) of the Order is not applicable to the Company.

xi. a) According to the information and explanation given to us, no fraud on or by the Company, has been noticed or reported during the course of our audit. However, we invite attention to the note no. 47 which inter-alia states that, with regards to the FIR filed by the Central Bureau of Investigation of India (CBI), during FY 2022-23, investigation was conducted towards certain charges against the Company.

b) No report U/s 143 (12) of the Companies Act has been filed by the Auditors in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government. c) According to the information and explanation given to us, no whistle-blower complaints have been received during the year by the Company.

xii. According to the information and explanations given to us, the Company is not a Nidhi Company thus reporting requirements under clause (xii) (a), (b) & (c) of the Order are not applicable.

xiii. According to the information and explanations given to us and based on our examination of records of the Company, the transactions entered with related parties are in compliance with provisions of Section 177 and 188 of the Companies Act where applicable and the details of such transactions are disclosed in the Financial Statements as required by the applicable accounting standards.

xiv. a) According to the information and explanation given to us, the Company has an internal audit system commensurate with the size and nature of its business.

b) The reports of the Internal Auditors of the Company issued till date for the period under audit were considered by us. xv. According to the information and explanations given to us and based on our examination of records of the Company, the Company during the year has not entered into any non-cash transactions with directors or persons connected with the directors covered under the provisions of Section 192 of the Act and accordingly the provisions of clause (xv) of the Order are not applicable to the Company.

xvi. a) In our opinion and according to the information and explanations given to us, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934 (2 of 1934).

b) According to the information and explanation given to us, the clause pertaining to the conduct of Non-Banking Financial or Housing Finance activities without a valid Certificate of Registration (CoR) from the Reserve Bank of India as per the Reserve Bank of India Act, 1934, is not applicable to the Company.

c) According to the information and explanation given to us, the Company is a not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Hence the clause (xvi) (c) of the Order is not applicable. d) In our opinion and according to the information and explanations given to us, the Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Therefore, the provisions of clause (xvi)(d) are not applicable to the Company.

xvii. In our opinion and according to the information and explanations given to us and based on our examination of records of the Company, the Company has not incurred cash losses in the financial year and immediately preceding financial year.

xviii. There has been no resignation of the Statutory Auditors during the year and hence the provision of clause (xviii) of the Order is not applicable to the Company.

xix. With reference to "Basis for Qualified Opinion" paragraph and "Emphasis of Matter" paragraph and according to the information and explanation given to us and on the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements, and our knowledge of the Board of Directors and Management plans, we are of the opinion that no material uncertainty exists as on the date of the audit report and that Company is capable of meeting its liabilities existing as at the date of balance sheet as and when they fall due within a period of 1 year from the balance sheet date except the amounts payable to lenders as reported in clause ix(a) of the order.

xx. a) According to the information and explanations given to us, in respect of other than ongoing projects, the Company has Rs Nil unspent amount during the year that needs to be transferred to a Fund specified in

Schedule VII to the Act in compliance with second proviso to sub-section (5) of Section 135 of the Act. Hence, the reporting requirement under clause (xx)

(a) of the Order is not applicable to the Company.

b) According to the information and explanations given to us, in respect of ongoing projects, the Company has

Rs Nil unspent amount during the year which needs to be transferred to a special account in compiance with sub-section (6) of Section 135 of the Act. Hence, the reporting requriment under clause (xx) (b) of the Order is not applicable to the Company.

xxi. The Company is not required to prepare consolidated financial statements and hence the provision of clause (xxi) of the Order is not applicable.

ANNEXURE "B" TO THE INDEPENDENT AUDITORS REPORT ON FINANCIAL STATEMENTS OF GTL LIMITED

(Referred to in paragraph II (g) under ‘Report on Other Legal and Regulatory Requirements of our report of even date to the members of GTL Limited on the Financial Statements for the year ended March 31, 2024) Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-Section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of GTL Limited ("the Company") as of March 31, 2024 in conjunction with our audit of the Financial Statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting ("the Guidance Note") issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing issued by the ICAI and deemed to be prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the Financial Statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A Companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Financial Statements for external purposes in accordance with generally accepted accounting principles. A Companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Financial Statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Companys assets that could have a material effect on the Financial Statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as of March 31, 2024, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI.

For GDA & Associates

Chartered Accountants

Firm Registration Number: 135780W

Akshay D. Maru

Partner

Membership No: 150213

UDIN : 24150213BKAJKC9511

Place : Mumbai

Date : May 15, 2024