Mahanagar Telephone Nigam Ltd Directors Report

To

The Shareholders,

Mahanagar Telephone Nigam Limited,

Dear Shareholders,

Your Directors present the 39^th Annual Report of your Company together with the Financial Statements and the Report of the Auditors as well as Comments of Comptroller & Auditor General of India (CAG) on the Financial Statements for the Financial Year ended on March 31, 2025.

REVIVAL PLAN OF MTNL

MTNL and BSNL have entered into a "SERVICE AGREEMENT" on 22.11.2024 under which BSNL has been entrusted with the responsibility to undertake the maintenance and operational activities of MTNLs Telecom Services. The Service Agreement between MTNL and BSNL has become effective from 01.01.2025. According to the Service Agreement, BSNL shall be responsible to run MTNLs telecom services by undertaking maintenance and running activities of MTNL completely. Also, BSNL will invest capital (CAPEX) and other resources (OPEX) for the smooth running of the entire operation in Delhi and Mumbai. The CAPEX and related OPEX will be part of BSNL Balance sheet and EBITDA, and OPEX for MTNL assets will be part of MTNL EBTIDA. In pursuance of this agreement creation of Delhi BA, BSNL in telecom operational area of MTNL Delhi and Mumbai BA, BSNL in the telecom operational area of MTNL Mumbai has been notified by BSNL and the procurement in MTNL is now being done through BSNL tenders by placing add on order or by including MTNLs requirement in the BSNLs Tender.

MTNL is processing monetization of its real estate assets as per the Revival Plan. Monetization of assets will enable MTNL to raise resources for retiring debt, servicing of Bonds, network up gradation, expansion and meeting the operational fund requirements. MTNL also has been strategically renting out of separable space by optimum utilization of building of own use and earning revenue through renting of buildings /quarters.

In view of unsustainable debts of MTNL, a Committee of Secretaries (COS) has been constituted by Government of India to examine matters such as Asset Monetization, AGR dues, Debt Restructuring etc.

Regarding payment of Principal and Interest of Bank Loan, the matter is being discussed at higher level in Department of Telecommunications (DoT) and Banks for settlement with Banks.

Also, MTNL Board has approved the sale of MTNLs Shares in MSITS, JV of MTNL & STPI. Further, MTNL Board has also approved Closure of MTL, a wholly owned Indian subsidiary of MTNL. At present, the proposal has been sent to Department of Telecommunications (DoT) for Presidential Approval and for forwarding to Department of Public Asset and Management (DIPAM).

For better utilization of manpower and to reduce cost of salary, MTNL Board has also approved Deemed Deputation Policy of MTNL employees to BSNL.

PERFORMANCE REVIEW OF MTNL FOR THE FY 2024-25

MTNL has planned several initiatives / projects to improve its network capabilities and provide better quality of service to its customers. Some of the salient initiatives and projects are as below.

1. Mobile Network:

Launching 4G Services in Delhi and Mumbai: Department of Telecommunications (DoT) vide Office memorandum No.30-04/2019-PSU affairs dated 29.10.2019 had informed that Government of India (GoI) in its Cabinet meeting held on 23.10.2019 has approved the proposal of administrative allotment of spectrum to BSNL and MTNL for providing 4G services among other things. In a modification to this decision, the Group of Ministers (GoM) constituted on the matter of "Revival of BSNL and MTNL" approved allocation of 4G spectrum to BSNL in Delhi and Mumbai in place of MTNL in its meeting held on dated 21.12.2020. Accordingly, Mobile 4G network is under process of installation & rollout in Delhi and Mumbai by BSNL.

2. Wireline Network:

a. Up-gradation of the MPLS Network: MTNL has upgraded entire MPLS network along with the security solution to handle growing traffic needs of FTTH and 4G networks. MPLS equipment for MTNL has been procured as a part of BSNLs Tender. After installation and AT (acceptance testing) of the equipment, the network has been commissioned on 01.03.2025.

b. Procurement of Firewalls for MPLS and IT data centre: Firewalls in MTNL were old and End of Life (EoL). Three new Firewalls (in 1+1 redundant mode) were procured through BSNLs Tender for deployment in MPLS data centre of Delhi, MPLS data centre of Mumbai and IT data centre of Delhi each. The Installation and the AT of firewalls has been completed and commissioned on 01.03.2025.

c. FTTH Revenue Share Policy: MTNL had worked out, finalized and made operational the policy to engage partners on revenue share basis to extend its FTTx services. The Policy has been significantly liberalized so as to attract more revenue share partners.

d. Migration of MTNL FTTH VoIP subscribers on BSNL Network: In view of obsolescence of C-DOT IMS Core installed in MTNLs network, it was decided to shift the MTNL FTTH voice subscribers on BSNLs Network. The migration has been completed in Delhi and Mumbai.

e. Migration of MTNL landline subscribers on BSNL IMS core through diversion of spare LMGs from BSNL: Since, the NT switch installed in MTNL based on TDM technologies have become out-dated and obsolete, it was decided to migrate MTNL landline subscribers on BSNL IMS core through diversion of spare LMGs from BSNL. Integration with BSNL core done and migration completed both in Delhi and Mumbai.

f. Procurement of BNGs for broadband network: Keeping in view up-gradation of Broadband Network of MTNL, a need was felt to replace old Broadband Remote Access Servers (BRASs), which are not covered under AMC, with new BNGs having better capabilities. Accordingly, eight numbers of BNGs have been procured by BSNL through their tender to meet MTNLs requirement. The installation, AT and validation testing of the equipment has been completed.

g. Procurement of Batteries and Power plants: The Power plants and batteries are the most important infrastructural items to run network. The matter was taken up with BSNL for procurement of batteries through their tender. Accordingly, BSNL has placed the PO for urgent requirement of battery sets, Additional battery sets and Power Plants for MTNL. Work of installation & Acceptance Testing (AT) for Battery banks and Power Plants is under progress.

3. Synergy between MTNL & BSNL to reduce OPEX and CAPEX: MTNL and BSNL have entered into a "SERVICES AGREEMENT" on 22.11.2024 under which BSNL has been entrusted with the responsibility to undertake the maintenance and operational activities of MTNLs Telecom Services. This mutually binding Agreement between MTNL and BSNL has come into effect from 01.01.2025 and shall remain valid for a period of Ten (10) years unless it is revoked earlier by giving a notice of Six (06) months or extended by mutual consent between MTNL and BSNL. Prior to this agreement, several synergy/integration measures were also undertaken between MTNL and BSNL to reduce the OPEX & CAPEX. The major steps are summarized as under:

a. Synergy with BSNL in Mobile Services: Operation and Maintenance (O&M) of MTNL Mobile services has been handed over to BSNL w.e.f. 01.04.2021 for Delhi and w.e.f. 01.09.2021 for Mumbai. Mobile Network elements of BSNL such as OMCR, CNMC, EIR, SSTP, MNP gateway, SPAM filter have been integrated with MTNL mobile network and are being utilized on need basis.

b. Synergy with BSNL in Other Services: The integration of the following network elements of BSNL are under the process of implementation for synergy:

i. Sharing of NMS for MLLN: BSNL uses an upgraded NMS with latest servers and application version for managing MLLN network. MLLN network in BSNL and MTNL are of same OEM i.e. M/s Infinera (earlier M/s Tellabs). Since NMS of MTNL was EOSL (End-of-Support life) and was running without AMC, it was decided to integrate MTNL MLLN network with the upgraded NMS of BSNL. Accordingly, MLLN network of MTNL Delhi and Mumbai has been integrated with the upgraded NMS of BSNL.

ii. Mobile Service Billing: BSNL has placed a PO for the consolidation of Data centers for its Wireless billing application wherein requirement of Wireless billing would also be catered for the subscribers of 4G services for Delhi and Mumbai service area.

iii. CDR based Billing System: Common CDR based Billing system for all fixed line services (BB, FTTH, Landline and Leased circuit) for BSNL is under implementation in BSNL. Migration of the billing for all fixed line services of MTNL on BSNLs CDR platform is planned. At present, BSNL is providing CDR for FTTH subscribers of MTNL.

iv. ILD for Voice & Data services: Outgoing ILD traffic of MTNL Delhi and MTNL Mumbai is being routed through BSNL Taxes.

v. Internet Traffic of MTNL is being routed through BSNL w.e.f. 27.06.2023 and now MTNL is not taking International Internet Bandwidth from other service providers.

OVERVIEW OF FINANCIAL PERFORMANCE OF MTNL FOR THE FY 2024-25

The Standalone Financial Results of your Company along with Consolidated Financial Results for Financial Year 2024-25 is placed as an annexure to this Report. The Standalone and Consolidated Financial highlights of your Company for the Financial Year ended March 31^st, 2025 are summarized as follows:

	Standalone Financials		Consolidated Financials
Particulars	Year Ended		Year Ended
	31/03/2025	31/03/2024	31/03/2025	31/03/2024
	Audited	Audited	Audited	Audited
Revenue from operations	628.95	728.47	698.02	798.56
Other Income	678.07	573.01	680.50	574.53
Total Income (I +II)	1,307.02	1,301.48	1,378.52	1,373.10
Expenses
Employee benefits expense	570.29	570.06	575.21	574.07
Finance cost	2,918.03	2,689.78	2,918.15	2,689.90
Depreciation and amortization expense	600.32	655.77	612.15	666.35
Other Expenses	541.89	688.06	603.14	712.31
Total Expenses	4,630.53	4,603.67	4,708.65	4,642.63
Share of Profit/(loss) in investments accounted for using equity method	-	-	1.82	1.82
Tax expense	-	-	(0.62)	(0.19)
Profit/ (Loss) for the period	(3,323.51)	(3,302.19)	(3,327.69)	(3,267.52)
Other Comprehensive Income	(17.85)	(15.22)	(15.70)	(19.16)
Total Comprehensive Income/ (Loss) for the period	(3,341.36)	(3,317.42)	(3,343.39)	(3,286.68)

The Company has prepared this Consolidated and Standalone Financial Results in accordance with the Companies (Indian Accounting Standards) Rules 2015 (Ind AS) prescribed under Section 133 of the Companies Act, 2013.There is no revision of Financial Statements and Boards Report of the Company during the year under review.

FINANCIAL HIGHLIGHTS

(a) Standalone Financial Performance

Income from Operation during the FY 2024-25 is Rs. 628.95 Crore which was Rs. 728.47 Crore during the last FY 2023-24 registering a decrease of Rs. 99.52 Crore. Other Income during the FY 2024-25 is Rs. 678.07 Crore which was Rs. 573.01 Crore during the last FY 2023-24 registering an increase of Rs. 105.06 Crore. Total Income during the FY 2024-25 is Rs. 1307.02 Crore which was Rs. 1,301.48 Crore during the last FY 2023-24 registering an increase of Rs. 5.54 Crore. Total Expenses (without Finance Cost) during the FY 2024-25 was Rs. 1712.5 Crore which was Rs. 1913.89 Crore during the last FY 2023-24 showing a decrease of Rs. 201.39 Crore. Net Loss (without Finance Cost) during the FY 2024-25 is Rs. 405.48 Crore as compared to Rs. 612.41 Crore during the last FY 2023-24 registering a decrease of Rs. 206.93 Crore. Finance Cost during the FY 2024-25 is Rs. 2918.03 Crore which was Rs. 2689.78 Crore during the last FY 2023-24 showing an increase of Rs. 228.25 Crore. Net Loss (after Finance Cost) during the FY 2024-25 is Rs. 3323.51 Crore as compared to Rs. 3302.19 Crore during the last FY 2023-24 registering an increase of Rs. 21.32 Crore.

(b) Consolidated Financial Performance

Income from Operation during the FY 2024-25 is Rs. 698.02 Crore which was Rs. 798.56 Crore during the last FY 2023-24 registering a decrease of Rs. 100.54 Crore. Other Income during the FY 2024-25 is Rs. 680.5 Crore which was Rs. 574.53 Crore during the last FY 2023-24 registering an increase of Rs. 105.97 Crore. Total Income during the FY 2024-25 is Rs. 1,378.52 Crore which was Rs. 1,373.10 Crore during the last FY 2023-24 registering an increase of Rs. 5.42 Crore. The Total Expenses (without Finance Cost) during the FY 202425 was Rs. 1790.5 Crore which was Rs. 1952.73 Crore during the last FY 2023-24 showing a decrease of Rs. 162.23 Crore. Net Loss (without Finance Cost) during the FY 2024-25 is Rs. 409.54 Crore as compared to Rs. 577.62 Crore during the last FY 2023-24 registering a decrease of Rs. 168.08 Crore. Finance Cost during the FY 2024-25 is Rs. 2918.15 Crore which was Rs. 2689.90 Crore during the last FY 2023-24 showing an increase of Rs. 228.25 Crore. Net Loss (after Finance Cost) during the FY 2024-25 is Rs. 3327.69 Crore as compared to Rs. 3267.52 Crore during the last FY 2023-24 registering an increase of Rs. 60.17 Crore.

AMOUNT, IF ANY, WHICH THE BOARD PROPOSE TO CARRY TO ANY RESERVES

The Company has not transferred any amount to the Reserves in the absence of any profits during the FY 2024-25.

DIVIDEND

Since there has been no operating profit, the Board of Directors of your Company expresses its inability to recommend any dividend during FY 2024-25. However, the Company has formulated and adopted Dividend Distribution Policy in terms of Regulation 43A of SEBI (LODR) Regulations, 2015 and the same may be accessed on the Companys website https://mtnl.in/mddp.pdf.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.

No Material changes and commitment affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of the report. There has been no change in the nature of Business of the Company as on the date of the report.

CAPITAL AND DEBT STRUCTURE OF MTNL

During the Financial Year 2024-25, there was no increase in the Authorized Share Capital of your Company. The Authorized Share Capital as at March 31, 2025 of your Company was Rs. 10,000 Crores comprising of 65 Crores of Preference Shares of Rs. 100 each and 350 Crores of Equity Shares of Rs 10 each. The Paid-up Equity Share Capital as at March 31, 2025 of your Company was Rs. 630 Crores comprising of 63 Crores Equity Shares of Rs. 10 each.

During the Financial Year 2024-25, your Company has neither issued any shares with differential voting rights nor has granted any stock option or sweats equity or brought back any shares or issued any equity shares or preference shares or any securities which carry a right or option to convert or issue any share warrants.

During the Financial Year 2024-25 your Company has not allotted any Debentures/Bonds.

The Bonds issued by MTNL are listed on the Wholesale debt market segment of BSE Limited

During the FY 2024-25 your Company has also redeemed the following Bonds on the relevant due date as per their respective terms of issue:

Sr. No	ISIN	Series	No. Bonds	Face Value (in Rs)	Rate of Interest	Allotment Date	Maturity Date
1.	INE153A08048	IV A	14000	10,00,000	8.24%	19.11.2014	19.11.2024
2.	INE153A08063	IV C	7	1,00,000	8.24%	19.11.2014	19.11.2024
3.	INE153A08071	IV D	22689	10,00,000	8.29%	28.11.2014	28.11.2024

Total amount of Bonds redeemed during the FY 2024-25 is Rs. 3668.97 crores.

MTNL

CREDIT RATING

During the year under review, Care Ratings Limited (CARE) vide its report dated 17.12.2024 have reaffirmed the ratings for the following Instruments of the Company as given below:-

Instruments Details	Amount (In Crores)	Reaffirmed ratings
Bonds	Rs 24,070.99	CARE AAA (CE), Stable
Long Term Bank Facilities	Rs 2,803.81	CARE D
Long Term /Short Term Bank Facilities	Rs 3,500	CARE D
Short Term Bank Facilities	Rs 5,335.10	CARE D

M/s Brickwork Ratings India Pvt Ltd vide its Report dated 12.09.2024 has reaffirmed rating of BWR AAA (CE) Rating Watch with Negative Implication on Rs 6,500 crore Bonds during the year under review.

M/s Indian Ratings & Research Pvt Ltd (India Ratings) vide its Report dated 21.02.2025 has reaffirmed rating of IND AAA (CE)/Stable Rating Watch with Negative Implication on Rs 17,570.99 crore Bonds during the year under review.

M/s CRISIL Ratings Limited (CRISIL) vide its Report dated 11.09.2024 has reaffirmed rating of CRISIL AAA (CE)/ Watch Negative (Placed on Rating Watch with Negative Implications) on Rs 6,500 crore Bonds during the year under review.

Details of Privately Placed Debt Securities/Bonds of MTNL as on 31.03.2025

Sl. No.	Name of the issuer	ISIN Number	Issuance Date	Maturity Date	Coupon Rate	Payment Frequency	Embedded Option if Any	Embedded Option if Any Put option Detail	Embedded Option if Any Call option Detail	Amount Issued (in Rs)	Amount Outstanding (in Rs)	Name of the Debentur e Trustee	Company Remarks if any
1		INE153A08089	12.10.2020	11.10.2030	7.05%	Semi Annual	No			43,61,40,00,000	43,61,40,00,000	Sbi Cap Trustee Limited	Sovereign Guarantee by Govt. of India
2		INE153A08097	21.12.2020	20.12.2030	6.85%		No			21,38,60,00,000	21,38,60,00,000
3		INE153A08105	15.11.2022	15.11.2032	8.00%		No			61,09,60,00,000	61,09,60,00,000	Beacon Trusteeship Limited
4		INE153A08113	01.12.2022	01.12.2032	7.87%		No			27,57,90,00,000	27,57,90,00,000
5		INE153A08121	10.02.2023	10.02.2033	7.78%		No			16,17,60,00,000	16,17,60,00,000
6		INE153A08139	24.02.2023	24.02.2033	7.80%		No			3,61,50,00,000	3,61,50,00,000
7		INE153A08147	24.03.2023	24.03.2033	7.75%		No			63,40,00,000	63,40,00,000
8		INE153A08154	20.07.2023	20.07.2033	7.59%		No			24,80,00,00,000	24,80,00,00,000
9		INE153A08162	24.08.2023	24.08.2033	7.61%		No			10,55,00,00,000	10,55,00,00,000
10		INE153A08170	07.11.2023	07.11.2033	7.80%		No			25,70,00,00,000	25,70,00,00,000
11		INE153A08188	06.03.2024	06.03.2034	7.51%		No			5,55,99,00,000	5,55,99,00,000
		Grand Total								2,40,70,99,00,000	2,40,70,99,00,000

MTNL

ASSET MONETIZATION IN MTNL DURING FY 2024-25

MTNL is processing monetization of its real estate asset as per the decision/Govt. directions/ guidelines. Accordingly, four (04) properties valuing more than Rs. 100 Crore each were been submitted to NLMC for monetization. Out of four, two properties have been taken forward and Transaction Advisor have been appointed for these two properties. Subsequently, 15 more properties have also been referred to NLMC for monetization. In parallel, MTNL has taken up monetization of properties valuing below Rs 100 Crore through approval of Board of Directors of MTNL and/or Group of Ministers (GoM) for revival of MTNL/BSNL. Thirteen (13) properties valuing Rs 10 Crore to Rs 100 Crore each were referred to Department of Telecommunication (DoT) for obtaining GoM approval. Out of 13 properties GoM approval for monetization of 05 properties have been received. MTNL Board has approved monetization of 20 properties of value less than Rs 10 Crore each. Real Estate Transaction Advisors have been appointed for monetization of these properties. Out of these properties reserve price and clearance of Oversight Committee have been accorded for 6 properties and RFP for auction is under process. MTNL is also exploring development/redevelopment model of monetization by conducting feasibility study for one property in Delhi. MTNL has been strategically renting out of separable space by optimum utilization of building of own use and earning revenue through renting of buildings / quarters. MTNL generated revenue of Rs 381.30 Crore from rental of properties during FY 202425.

PROCUREMENT DONE BY MTNL DURING FY 2024-25 (Rs. in Crores)

Sl. No.	PROCUREMENT DURING FY 2024-25	(Rs. in Crores)
1.	Total Procurement during the year	51.4961
2.	Annual Procurement from Micro and Small Enterprises (MSEs)	51.4936
3.	Annual Procurement from MSEs owned by SC/ST Entrepreneurs	0
4.	Annual Procurement from MSEs owned by Women Entrepreneurs	0.4868
5.	Annual Procurement from GeM	7.65
6.	Annual Procurement from MSEs on GeM	7.62

REVIEW OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES

Pursuant to Section 129(3) of the Companies Act, 2013, the consolidated financial statements of the Company and its subsidiaries, associates and joint ventures, prepared in accordance with the relevant Accounting Standard specified under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014, form part of this Annual Report. Pursuant to the provisions of the said section, a statement containing the salient features of the financial statements of the Companys Subsidiaries, Associates and Joint Ventures in Form AOC-1 is given in this Annual Report.

Further, pursuant to the provisions of Section 136 of the Companies Act, 2013 the Financial Statements of the Company, Consolidated Financial Statements along with relevant documents and separate Audited Financial Statements in respect of subsidiaries are available on the Companys website https://mtnl.in/finres.html.

During the year under review, there has been no change in the nature of the business of the Subsidiaries.

During the period under review, no Company has become or ceased to be Subsidiary, Associates or Joint Venture of the Company

The Policy on Material Subsidiary has been approved by the Board and the same may be accessed on the Companys Website at the link: http://mtnl.in/policy_materialsubsidy.pdf

Performance highlights of Subsidiaries, Associates and Joint Venture Companies during FY 202425 are briefly given as under: -

SUBSIDIARIES

(I) MAHANAGAR TELEPHONE (MAURITIUS) LTD (MTML) (A WHOLLY OWNED OVERSEAS SUBSIDIARY)

MTML is a Wholly owned overseas subsidiary of MTNL in Mauritius. The Company is having license for Mobile Services, International Long Distance (ILD) Services and Internet Services. In a small Island country having a population of around 12.5 Lacs only and having Mobile Tele-density of more than 170%, MTML has been able to successfully position itself with Customer Centric Services. With patronage of more than 3,69,000 customers, MTML is able to compete well in a saturated telecom market. MTML is offering Mobile Services on latest state of the art technology having 4G (LTE) Services covering more than 90% of the total population and 2G/3G/4G Network all over the Island. With increased coverage of high speed data services on 4G and migrating more and more subscribers to its 4G network, MTML customers are now generating more than 1887 TB of data every month. Data download has multiplied by more than 17% during the financial year 2024-25. MTML became the first operator in Mauritius to launch e-SIM Service which has helped it in acquiring higher ARPU customers. MTML has also acquired licence for 5G Services in Mauritius . Action on procurement of equipment has been started and it is expected to launch 5G Services in commercially important areas in due course. MTML has established its own brand CHILI in the Republic of Mauritius as trusted total telecom service provider. With more than 265 BTSs operating across the island, the quality of service is to the satisfaction of customers. Co-location with other telecom providers for mobile network has also started opening a new source of revenue for the company. MTML has been introducing innovative tariff packages to match current market dynamics with the state of art technology and is quite popular especially among youth. MTML has also diversified into retailing of Smartphone and the business has picked up well during past two years. All the expenses of the company are paid from its own internal resources. The CAPEX for procurement of equipment is met

from its own internal resources. MTML is operating from its own building, constructed from internal resources, situated in Cyber City, Mauritius which is considered to be the heart of IT hub in Mauritius. There is no debt liability on the Company. The Company is managed by CEO, CFO and 11 more officers, all on deputation from the parent company. Other operations are managed through local outsourcing. The Board of MTNL in its 359^th meeting held on 14.08.2024 had approved the sale of shares of MTNL in MTML and for making application to DoT for Presidential Approval and also requesting Department of Telecommunications (DoT) for forwarding the application to DIPAM for taking in-principle approval of the proposal for sale of shares of MTNL in MTML. But, in view of the strategic importance of the MTNL investment in MTML and geopolitical importance of presence of an Indian Company in that region, MTNL is requesting DoT to reconsider the decision of exit from MTML. During the Financial Year under report, MTML has incurred a loss of Rs 4.51 crores as against loss of Rs 1.73 crores last year. Turnover during FY 2024-25 is Rs 71.70 crore as against of Rs. 72.74 crore last year. No dividend was declared by MTML during the FY 2024-25.

(II) MILLENNIUM TELECOM LTD (MTL) (A WHOLLY OWNED INDIAN SUBSIDIARY)

Millennium Telecom Ltd. (MTL) is a wholly owned subsidiary of Mahanagar Telephone Nigam Limited (MTNL). MTL was incorporated in February 2000 and has its registered office in New Delhi.ICTrelatedServicesbemgofferedbyMTLincludedCloudservices,Wi-Fisolution;project one-governance, Managed services, Turnkey ICT solution,GISbased services, capacitybuilding and skill development etc.. MTLs customer list includes Air India, NHAI, Uttarakhand Government, J & K Government, Central University - (Mahendragarh) Haryana, UP Building and Other Constructions Workers Welfare Board (UP BOCWWB), Lucknow, Thane Municipal Corporation, CIDCO, Film Division of India, Insurance Institute of India etc. As per the decision taken in CoS meeting and conveyed by Department of Telecommunications (DoT) in a meeting to MTNL, MTL is to be closed. The Board of Directors of MTNL in its 359^th Meeting held on 14.08.2024 had approved the proposal for Closure of MTL, by complying with applicable DIPAM guidelines and all other processes as per SEBI/ Company laws and for making application to DoT for Presidential Approval and also requesting DoT for forwarding the application to DIPAM for taking in-principle approval of the proposal for closure of MTL from Alternate Mechanism (AM).During the Financial Year under report, MTL has registered a Profit after tax (PAT) of Rs. 36.07 Lakh as against of Rs. 24.61 Lakh last year and has a reserve and surplus of Rs. 3.39 Crore as against Rs. 3.17 Crore last year. MTL has also declared a dividend of Re. 25.06 Lakhs which is 4% of its Net worth.

JOINT VENTURE

(I) MTNL STPI IT SERVICES LTD (MSITSL)

MTNL STPI IT Services Ltd. (MSITSL) is a 50:50 Joint Venture Company of Mahanagar Telephone Nigam Limited (MTNL) and Software Technology Parks of India (STPI). MSITSL was incorporated on 31.03.2006 under the Companies Act, 1956, with Authorized Capital

of Rs. 50 Crores. MSITSL has established the physical infrastructure of state of the art and accredited with ANSI/TIA-942-C-2024 Rated-III Data Center at Chennai. The Data center space taken on lease basis from STPI. The Data Center has server farm area of around 3500 sq. ft. and the total investment made for setting it up was Rs. 921 Lakhs (444 Lakh invested in FY 2022-23). This Data Center is maintaining 99.98% uptime on 24x7x365. The commercial operation of the Data Center commenced in 2009. At present, Government and financial institutions are prime customers and they have co-located server/storage/network racks in the MSITSL Data Centre. The Board of Directors of MTNL in its 359^th Meeting of MTNL held on 14.08.2024 had approved the proposal of sale of shares of MTNL in MTNL STPI IT Services Ltd (MSITSL) under intimation to STPI by complying with the provisions of JV Agreement with STPI and complying with applicable DIPAM Guidelines and all other processes as per SEBI/Company laws including plan to offer the same to any other PSU or State Govt., if STPI refuses to purchase MTNLs stake in MSITS and also for taking any other action for competitive bidding as per DIPAM guidelines and also for making application to DoT for Presidential Approval for the proposal and also requesting DoT for forwarding the application to DIPAM for taking in-principle approval of the proposal for sale of shares of MTNL in MTNL STPI IT Services Ltd (MSITS). The revenue of the Company has been increasing year after year from the date of its commercialization in 2009. During the Financial Year under report, MSITSL has registered a Profit after tax (PAT) of Rs. 3.63 Crore as against of Rs. 3.64 Crore last year and has a reserve and surplus of Rs. 2.67 Crore as against Rs. 2.46 Crore last year. The revenue from operations During the Financial Year under report is Rs 10.51 crore as against of Rs. 9.47 crore last year. MSITSL has also declared a Final dividend of Rs 1.14 crore and Interim dividend of Rs. 2.28 crore during the FY 2024-25.

(II) UNITED TELECOMMUNICATIONS LTD. (UTL), NEPAL

UTL is J.V. Company of MTNL which consists of TCL, TCIL, Nepal Ventures Private Ltd (Nepal) & MTNL. The Company provides Mobile/ILD/data services in Nepal. At present MTNL is holding 26.68% of Equity in UTL. The three Indian JV Partners are holding 80% and NVPL is holding 20% in The share capital of UTL. The company has not been performing well for the last few years. It has huge losses. The Customer base has also reduced. It is not able to pay the statutory dues like Royalty Fees, BTS site charges, and other dues to the Govt. of Nepal. The Company does not have resources to clear outstanding. They have sought Equity/ Loan participation by its JV partners but MTNL, TCIL & TCL all the Indian JV partners have decided not to contribute any amount towards its Share Capital or Loan. All the Indian JV Partners have decided to exit from the JV and have exercised their Right to exit, on January 30, 2018 at par value. Notice of exit (Sale of our share in JV Company) was given on 30.01.2018 and was required to be accepted within 3 months i.e., on or before 30.04.2018 but so far, the same has not been given effect by the UTL/NVPL. Now, MTNL along with other Indian JV Partners are exploring various options available to them for exit from UTL, which are: Reminder to implement the exit right already exercised, to hold board meeting of UTL for consideration of all such issues, Sale of shares to NVPL via exercise of Exit Right etc. The Board of Directors of MTNL in its meeting held on 28.05.2025 has decided

to request NVPL, Nepal again to comply with Article 12.19 of the Fourth Amendatory Agreement dated 30.01.2018 regarding Exercise of Exit Option by MTNL from UTL.

DETAILS OF SYSTEM STATUS FOR THE FINANCIAL YEAR 2024-25 (AS ON 31^st MARCH, 2025)

Your Company has the following equipped and used capacity of Landline, GSM, Broadband etc. as on 31^st March, 2025: -

Sl. No.	Parameters	MTNL Delhi	MTNL Mumbai	MTNL Total
1	Number of Switches	284	229	513
2	Details of Capacity
2a	Landline	1658279	2464710	4122989
2b	Broadband Capacity	788736	845020	1633756
2c	GSM (Mobile)	1900000	2800000	4700000
3	DELs (Landline, GSM, Broadband)	1707239	1399924	3107163
3a	Land Line	729995	1012887	1742882
3b	Broadband Subscribers	187930	178122	366052
3c	GSM (Mobile)	789314	208915	998229
4	FTTH Subscribers	47436	31333	78769
5	ISDN	6322	1291	7613
6	DLC (No.)	2	32	34
7	Tax Capacity	80000	115200	195200
8	Tandem Capacity	175500	331240	506740
9	Optical Fibre Cable
9a	OFC in Route Kms	9737.345	6870.418	16607.763
9b	OFC in Fibre Kms	320580.900	220159.428	540740.328
10	Leased Circuits	7351	9368	16719

HUMAN RESOURCE DEVELOPMENT

The Company attaches highest priority to the quality of intellectual capital at its disposal and believes that knowledge and skills of its employees are the key to achievements of its corporate mission. It has sound recruitment policy and comprehensive training system. During the past one year, our Company has laid greater emphasis on Human Resources Development. We have been devoting substantial resources on building a skilled workforce that have capability to counter threats posed by ever changing customer base. The Company has been conducting various training and development activities which apart from reorienting the employees towards the greater organizational purpose are also focusing on eliminating any skill gap and technical

S. N.	Mode of Training	Name of Programs	Number of Training Programs	Numbers of Trainees Trained
1.	E-mode	Financial up-gradation	06	46
2.	Off line	Financial up-gradation	28	247
		General awareness programs like RTI/ Cyber Security /Vigilance	17	194
		Classes on topics like CACU	03	67

II. CENTRE FOR EXCELLENCE IN TELECOM TECHNOLOGY & MANAGEMENT

(CETTM), MUMBAI-

The Centre for Excellence in Telecom Technology & Management (CETTM), an ISO 9001:2015 certified institute, is situated at Technology Street, Hiranandani Gardens, Powai, Mumbai. CETTM has conducted various short duration Technical as well as Management

obsolescence. The managements view on training is one of development of employees overall personality and enabling them in becoming a vital productive resource.

TRAINING ACHIEVEMENTS

At present, MTNL has two of its in-house state of the art training centers, one located in New Delhi and other at Mumbai. The details of the achievement of training centers at Delhi and Mumbai respectively are given below:

1. THE INSTITUTE OF TELECOM, TECHNOLOGY & MANAGEMENT (ITTM), NEW DELHI -

The Institute of Telecom Technology and Management, ITTM, Shadipur, New Delhi is a state of the art training centre of MTNL, Delhi engaged in imparting induction training and short duration training to its officers and employees in the field of Telecom, IT, Computer System and Management. ITTM has the necessary infrastructure, technical and academic competence and excellence for providing training in specialized courses in the field of GSM, Broadband Technology, Switching, Transmission, External Plant, IT, Computer System, Management and various wellness and life style management subjects comprising of Motivation, Positive Thinking, Stress Management, and Cyber Security, RTI. In addition to this, ITTM also conducts various Industrial visits for students from Engineering Colleges and various schools of India. ITTM conducts financial upgradation training course for MTNL executives from E2 to E7 grade in Core Competency (Telecom, Civil, Finance, Electrical, HR/ Marketing/CS/Legal) and Management module of one week duration each. From April 2024 to March 2025, total 554 executives have undergone up-gradation training and awareness programs. Details of ITTMs achievements during 2024-25 are as follows:

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related courses for MTNL employees on need basis to improve MTNL services. CETTM successfully conducted 18 upgradation training programs (online via e-mode) and trained 189 in house personal and a classroom training workshop course on GeM Portal eProcurement, consisting of 42 trainee, achieving a figure of 231 trainee days from April 2024 to March 2025.Total 935 number of Engineering/Polytechnic college students from 14 different colleges took part in the industrial visit program at CETTM in FY 2024-25.CETTM continues to be the first choice for conducting training courses, workshop, seminar by our esteemed clients. Top clients include Tata Projects Limited, Maharashtra National Law University, IIT Bombay, IIT Madras, IIM Mumbai, Welingkar Institute of Management, Delhi Metro Rail Corporation Limited, Kendriya Vidyalaya and LIC.

INDUSTRIAL RELATIONS

Industrial peace and Industrial harmony is based on healthy Employee Relations and like the previous year, employee relations remained cordial throughout the year. The grievances/ issues raised by the employees/ Unions /Associations were given due attention and regard. The cases/ issues brought up by them were settled through regular meetings and interactions between Management and Unions/Associations and action, as mutually agreed, was taken to settle them.

EMPLOYEES WELFARE

Employee welfare schemes like subsidized Canteen, Housing, Medical facilities, Group Insurance etc. continued and maintained by the Company for its employees. Sports and cultural activities were also given priority during the year. Changeover of Contributory Group Health Insurance Scheme for retirees to CGHS- After pursuance of MTNL with DoT, Ministry of Health issued instructions to CGHS for enrolment of MTNL retirees (drawing Govt. Pension) in the CGHS. To facilitate the same an incentive (MTNL contribution) is being provided to the retirees concerned. MTNL has increased the contribution which is presently minimum of Rs.20,000/- and maximum Rs.40,000/- by 50% i.e. to minimum Rs.30,000/- and maximum Rs.60,000/-. As on date, approximately 24362 retirees in MTNL have benefited from this scheme.

IMPLEMENTATION OF OFFICIAL LANGUAGE POLICY

In our Company, more and more correspondence are being done in Hindi, office work in files/e- files, computers, websites, SMS service, compliance of bilingual provisions related to all items of the official work at Head Office (Corporate Office) as well as Delhi and Mumbai Units and area GM offices, Telephone Exchanges under those Units was emphasized in compliance with the Official Language Policy. Thereby, prompt efforts were done towards attaining the national goal of doing official work in Hindi, the Official Language. Towards this, compliance of the provisions of Official Language Policy and directions of the Department of Official Language and Department of Telecommunications, issued from time to time, by holding the quarterly meetings, inspections, workshops-training, bilingual versions & updation of the main website as well as websites of the Units etc., making contribution towards the aim of atmnirbhar Bharat & development of indigenous technology by doing all the translation work and sending it to global data base on the Kanthasth translation app developed by the Department. of Official Language,

Number of Complaints of Sexual Harassment case received in the year	2
Number of Complaints of Sexual Harassment case disposed during the year	2
Number of cases pending for more than ninety days.	0

WORKING CONDITION OF WOMEN EMPLOYEES

The Company is continuously striving towards gender sensitization amongst our employees. Special care has been taken in case of woman employees in night shifts. Also to redress the issues of Sexual Harassment at workplace, special cells have been constituted.

COMPLIANCE WITH PROVISIONS RELATING TO MATERNITY BENEFITS ACT, 1961

The Company is complying with the provisions relating to Maternity Benefits Act, 1961. Maternity Leave Policy is already in place in the Company & is aligned with the latest Central Government Guidelines as & when received through its Administrative Ministry. i.e. Department of Telecommunications (DoT).

Govt. of India, more and more use of Official language by officers and officials in office work was emphasized.

IMPLEMENTATION OF RESERVATION POLICY FOR SC/ST/OBC & PH COMMUNITY

The Company has endeavoured to fulfill all the statutory requirements with regard to implementation of reservation policy for candidates to SC/ ST/ OBC communities as well as Physically Challenged and Economically Weaker Section candidates.

IMPLEMENTATION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has constituted an Internal Committee to look into the complaints on Prevention, Prohibition & Redressal of Sexual Harassment of Women at workplace and matters connected therewith or incidental thereto covering all aspects as contained in the Sexual Harassment of Women at workplace (Prevention, Prohibition & Redressal) Act, 2013. The Committee consist of the following members:

• A Presiding Officer: This must be a senior female employee of the organization.

• Two employee members: These employees must be aware and sensitive to gender issues and dedicated to the cause of women or possess some legal knowledge on related matters.

• One External member: This should be from an NGO or Association committed to the cause of women and issues related to sexual harassment. The composition should be such that half of the total members must be women.

Details regarding Number of Complaints received, disposed and pending during FY 2024-25 is given below: -

MANPOWER STATUS AS ON 31^st MARCH 2025

As on 31^st March, 2025, the total strength of employees including SC/ST & OBC Category working in the Company as per details is given below: -

Group	Working	SC	ST	OBC*
A	211	47	21	24
B	904	171	42	176
C	1195	291	19	70
D	721	244	17	41
TSM	-	-	-	-
Grand Total	3031	753	99	311

*At the time of formation of MTNL in April 1986, all employees of DoT were transferred to MTNL on as is where is basis. The Group C and D employees were absorbed in MTNL in the year 1998, whereas Group B officers were absorbed in the year 2000. In subsequent years, some of Group A officers were absorbed in MTNL. At the time of recruitment by DoT and absorption in MTNL, maintaining of separate data for OBC category was not mandatory, therefore, the data for OBC officials/officers was not maintained. It is further submitted that OBC employees were not identified at the time of absorption. They were absorbed in MTNL on "as is where is" basis.

TOTAL NO. OF EMPLOYEES (MALE & FEMALE) AS ON 31.03.2025

Total (A)	Male		Female
	No. (B)	% (B/A)	No. (C)	% (C/A)
3031	2450	80.83	581	19.17

TOTAL NO. OF DIFFERENTLY ABLED EMPLOYEES AS ON 31.03.2025

Total (A)	Male		Female
	No. (B)	% (B/A)	No. (C)	% (C/A)
26	24	92.30	2	7.70

MECHANISM AVAILABLE TO RECEIVE AND REDRESS GRIEVANCES FOR THE EMPLOYEES

MTNL has its own Grievance Redressal Procedure for employees. Management of the Company believes in the philosophy of an Open Door Policy in the matter of redressal of employee grievances. An aggrieved employee can approach his/her Departmental Head or the concerned officer of the Personnel Department (including the Head of the Personnel Department) and discuss his/her grievance. Best efforts are made to enable prompt actions on the issues raised by the employee.

The objective of the Grievance Redressal Procedure is to provide an easily accessible machinery for settlement of grievances, and to adopt measures as would ensure expeditious settlement of grievances, leading to increased satisfaction on the job and resulting in improved productivity and efficiency of the organization.

MECHANISMS TO PREVENT ADVERSE CONSEQUENCES TO THE COMPLAINANT IN DISCRIMINATION AND HARASSMENT CASES

To prevent adverse consequences to the complainant in discrimination and harassment cases, your Company has appointed concerned Liaison Officers and constituted Committees.

COMPLIANCE OF MTNL WITH RIGHTS OF PERSONS WITH DISABILITIES ACT, 2016

Your Company complies with provisions of Rights of Persons with Disabilities Act, 2016 to protect the interests of persons with disabilities. Reservation is provided as per Government of India (GoI) instructions in direct recruitment for Persons with Benchmark Disabilities. Separate 100 point vacancy based reservation roster register is maintained for determining/effecting reservation for the Persons with Benchmark Disabilities. Relaxation in age limit and standards of suitability (as applicable) is given to persons with disabilities. Liaison Officers for PwD have been appointed to look after reservation matters and to ensure compliance of instructions of the Act.

MEASURES TAKEN BY MTNL TO ENSURE A SAFE AND HEALTHY WORK PLACE

a. In order to ensure a safe and healthy workplace, requisite security measures, installation and maintenance of fire extinguishers and housekeeping measures have been taken in MTNL.

b. MTNL being an essential service provider of telecom services, MTNL has been scrupulously following COVID prevention and management guidelines for all its stakeholders like social distancing, wearing of masks, and frequent hand sanitization.

c. Quarantine Leave has been provided for employees whose family members have been infected with COVID.

d. For employees and their family members requiring hospitalization due to COVID, Group Health insurance coverage upto Rs.8 Lakhs is being provided under Group Health Insurance Scheme.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Owing to losses incurred by the Company since the year 2009-10, no specific amount could be earmarked for CSR Activities. The Company has constituted a CSR Committee and also formed a CSR Policy in compliance with the provisions of the Companies Act, 2013 and DPE Guidelines on the subject. MTNL is undertaking non funding CSR activities like sending SMS to the public for spreading awareness on spread of COVID 19, awareness on Swachh Bharat, Pulse Polio, other moves of the Government, etc. For details regarding the CSR Committee, please refer to the Corporate Governance Report, which forms part of this Report. The CSR Policy is available on the website of the company https://mtnl.in/csr_2014.pdf.

MTNL

VIGILANCE

The Vigilance unit of MTNL is headed by Chief Vigilance Officer. At present, Smt. Deepa Chawla, (IRAS) CVO, BSNL is in additional charge of CVO, MTNL is responsible for complete vigilance administration in MTNL. During the Financial Year 2024,25, emphasis was laid on preventive vigilance and to enhance the awareness of transparency and accountability in working by carrying out various types of field inspections. Further, training program/seminars on Vigilance matters/complaints handling and disciplinary proceedings have been conducted during the year for the employees to improve their knowledge and work efficiency. As per CVC instructions, the Vigilance Awareness Week was observed from October 28^th, 2024 to November 3^rd, 2024 with the theme "Culture of Integrity for Nations Prosperity". As a precursor to Vigilance Awareness Week 2024, preventive vigilance activities were taken up w.r.t. Capacity Building programs, identification and implementation of Systemic Improvement measures, Updation of circulars/ manuals, Disposal of complaints and Dynamic Digital Presence during the three month campaign period. During the observance of Vigilance Awareness Week, various activities like administering pledge, release of information on the Vigilance & Disciplinary matters, preventive vigilance and other general conduct (Dos and Donts) among the employees were distributed. Also, various programmes such as seminars, workshops, essay, poster as well as Quiz competition were organized.

RIGHT TO INFORMATION (RTI)

In line with the directions contained in the Right to Information Act 2005, Your Company has nominated CPIOs & FAA(s) for Corporate Office, Delhi Unit and Mumbai Unit for providing information to citizens. Details of CPIO(s) & FAA(s) in MTNL are given below: -

Sl. No	MTNL Unit	MTNL Website weblinks where CPIO(s) & FAA(s) details are present for public domain
1	MTNL Delhi unit	https://mtnldelhi.in/mobile/Latest%20CPIO%20List.pdf
2	MTNL Mumbai unit	https://mtnlmumbai.in/images/stories/PDF FILES/CPIO
		FAA List.pdf
3	MTNL, Corporate Office	https://mtnl.in/rti act1.html

Details of RTI Requests and Appeals disposed off by MTNL in the FY 2024-25 are given below: -

1. RTI Requests disposed off during FY 2024-25 are 780

2. RTI Appeals disposed off during FY 2024-25 are 77 WHISTLE BLOWER POLICY/VIGIL MECHANISHM

Your Company has in place a robust Vigil Mechanism for reporting genuine concerns through the Companys Whistle Blower Policy. The Policy on Whistle Blower may be accessed on the Companys Website at the link: http://mtnl.in/whistleBlowerPolicy.pdf . The Company promotes

MTNL

ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior as defined under Regulation 22 of SEBI (LODR) Regulation, 2015. Under the Whistle Blower Policy, the employees are free to report violations of applicable laws and regulations and the Code of Conduct to the Chairman of the Audit Committee. During the year under report, no employee was denied access to the Audit Committee.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant and material orders passed by the Regulators/Courts/Tribunals that would impact the going concern status of the Company and its future operations. Kindly refer Note no 50 of Standalone Financial Statements pertaining to contingent liabilities, pending litigations etc.

INTEGRITY PACT PROGRAMME WITH TRANSPARENCY INTERNATIONAL INDIA

MTNL has signed a Memorandum of Understanding (MoU) with Transparency International India (TII) for implementing an Integrity Pact Programme (IPP) focused on enhancing transparency in its business transactions, contracts and procurement process. Under this MoU, MTNL is committed to implementing the Integrity Pact in all its major procurement and work contract activities. The Integrity Pact has strengthened the established system and procedures by creating trust in various stakeholders. Two Independent External Monitors (IEMs) being persons of eminence are nominated by the Central Vigilance Commission (CVC), to monitor the activities.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The provision of Section 134(m) of the Companies Act, 2013 do not apply to the Company as your Company is a service provider. The total foreign exchange earning was Rs. 1.30 crores and the total foreign exchange expenditure was Rs. 0.34 crores.

RISK MANAGEMENT & MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Board of Directors of the Company has formed a Enterprise Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee also has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of Enterprise Risk Management Policy has been covered in the Management Discussion and Analysis Report as required in terms of SEBI(LODR) Regulations, 2015 which forms part of this Report.

MEETINGS OF THE BOARD OF DIRECTORS

During the year under report, the Board of Directors of your Company met four times during the Financial Year 2024-25. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 & the SEBI (LODR) Regulations, 2015 i.e. the maximum

interval between any two Board Meetings did not exceed 120 (one hundred and twenty) days. Details of Board Meetings and Directors attending the same are given in the Corporate Governance Report forming part of this Report. At these meetings, the Board held discussions on the Financial Results, Debt Management, Revenue and Capital Budgeting, Asset Monetization, Statutory matters, Revival measures etc.

SELECTION AND PROCEDURE FOR NOMINATION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION

MTNLbeingaGovernmentCompany, theappointment andtheterms and conditions ofappointment (including remuneration) of the Whole-Time Directors are decided by the Government of India. However, the Board has constituted a Nomination & Remuneration Committee. The Government Nominee Directors do not receive any sitting fees from the Company. The Independent Directors are being paid sitting fee of Rs. 10,000/- for attending each meeting of the Board or Committee thereof. They are reimbursed travel expenses & hotel expenses on this account, if any in addition to the sitting fees. Details of remuneration paid to the Whole time Directors and Key Managerial Personnel (KMP) as well as sitting fees paid to Independent Directors for the year under review are given in the Corporate Governance Report which is attached as annexure to this report.

BOARD FAMILIARISATION AND TRAINING PROGRAMME

The Board is regularly updated on changes in statutory provisions, as applicable to the Company. The Board is also updated on the operations, key trends and risk universe applicable to the Companys business. These updates help the Directors in keeping abreast of key changes and their impact on the Company. For further details, kindly refer Corporate Governance Report which forms part of this Report.

PERFORMANCE EVALUATION OF DIRECTORS

Ministry of Corporate Affairs (MCA) vide notification No. G.S.R. 463(E) dated 05.06.2015 & G.S.R. 584(E) dated 05.07.2017 has exempted the Annual Evaluation of Performance of the Board, Committees and Individual Directors for Government Companies.

TRANSFER OF FUNDS/SHARES TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Your Company has not declared dividend from FY 2009-10 onwards, hence provision of transfer of unclaimed dividend and shares as per IEPF Rules is not applicable to your Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions with related parties are placed before the Audit Committee for its prior approval. All transactions with related parties entered into during the year under review were at arms length basis and in the ordinary course of business and in accordance with the provisions of the Companies Act, 2013 and the rules made thereunder, SEBI (LODR) Regulations, 2015 and your Companys Policy on Related Party Transactions. During FY 2024-25, your Company has

not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC 2, is not applicable. Your Company did not enter into any related party transactions during the year under review, which could be prejudicial to the interest of minority shareholders. Web link for Policy on Materiality of Related Party Transactions and also on dealing with Related Party Transactions has been provided in the Report on Corporate Governance which forms part of Annual Report. Details of Related Parties, Summary of Significant transaction with Related Parties and Summary of Significant Outstanding Balances with Related Parties of your Company are given in Note No 49 to the Standalone Financial Statement which is a part of the report. Pursuant to Regulation 23(9) of SEBI (LODR) Regulations, 2015 your company has filed the reports on Related Party Transactions with the Stock Exchanges on Half yearly basis.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013.

During the year under report, there was no Loan or Guarantee given or Investments made by the MTNL under Section 186 of the Companies Act, 2013.

CORPORATE GOVERNANCE

Your Company has complied with the Corporate Governance requirement under the Companies Act, 2013, SEBI (LODR) Regulations, 2015 and the relevant guidelines issued by Department of Public Enterprises (DPE). Your Company is also complying with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI). A Certificate from M/s Mritunjay Shekhar & Associates, Practicing Company Secretaries, regarding Compliance of conditions of Corporate Governance as stipulated under Schedule V (E) of SEBI (LODR) Regulations, 2015 for the FY 2024-25 and Annual Secretarial Compliance Report for the FY 202425 pursuant to Regulation 24A of the SEBI (LODR) Regulations, 2015 has also been obtained from M/s R. P. Sehgal & Associates, Practicing Company Secretaries respectively are also placed as annexure to this Report. Further, a separate section on Corporate Governance is also placed as annexure to this report.

BOARD POLICIES

The details of various policies approved and adopted by the Board as required under the Act and SEBI (LODR) Regulations, 2015 is provided in the Corporate Governance Report which forms part of this report.

SECRETARIAL STANDARDS

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of the Company Secretaries of India (ICSI) and such systems are adequate and operating effectively.

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EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Companies Act, 2013 the Annual Return of the Company prepared as per Section 92(3) of the Companies Act, 2013 for the financial year ended March 31, 2025, is available on the Companys website and can be accessed at www.mtnl.in. In terms of Rules 11 and 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return shall be filed with the Registrar of Companies, within prescribed timelines.

IMPLEMENTATION OF CIRCULAR ISSUED BY MINISTRY OF CORPORATE AFFAIRS (MCA) ON "GREEN INITIATIVES IN CORPORATE GOVERNANCE"

In accordance with the MCA and SEBI Circulars and to ensure compliance of Green Initiative, your Company has sent various documents including Notice of the 39^th AGM, Audited Financial Statements, Directors Report, Auditors Report for the FY 2024-25 etc. to its Shareholders and Bond holders only in electronic form, at the e-mail addresses provided / registered by Members / Bond holders and made available to us by the Depositories (NSDL/CDSL). The members are advised to update by registering changes, if any, in their e-mail address, with the concerned Depository Participant.

Your Company shall also display full text of Notice of 39^th AGM & Annual Report 2024-25 at its website http://mtnl.in/annual.html. We urge shareholders who have not yet registered their e-mail addresses to do so without delay. Shareholders who hold shares in Demat form can register their e-mail address with their respective DPs. For shareholders who hold shares in physical form, we kindly request that they register their e-mail addresses with the RTA by sending a signed letter, quoting their Folio Number details.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of its knowledge and ability, confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis and

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating efficiently.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Except for the effects / possible effects of the material weaknesses described by the Statutory Auditors in its Report on the Internal Financial Control under Section 143(3)(1) of the Companies Act, 2013 for the FY 2024-25 which is attached as annexure to the Independent Auditors Report which is part of the report on the achievement of the objectives of the control criteria, the Company has maintained, in all material respects, adequate internal financial controls with reference to the Standalone Ind-AS financial statements and such internal financial controls with reference to the Standalone Ind-AS financial statements were operating effectively as on March 31, 2025 , 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 issued by the Institute of Chartered Accountants of India.

PUBLIC DEPOSITS

Your Company has not invited/ accepted any deposits under Section 73 & 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year and, as such, no amount of principal or interest was outstanding as on the Balance Sheet date on this account.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE

The provisions of Section 197(12) of Companies Act, 2013 read with Rule 5 of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to your Company as being a Govt. Company.

BUSINESS RESPONSIBILITY & SUSTAINABLITY REPORT (BRSR)

In accordance with Regulation 34(2)(f) of the SEBI (LODR) Regulations, 2015, the Securities and Exchange Board of India (SEBI), in May 2021, introduced new sustainability related reporting requirements to be reported in the specific format of Business Responsibility and Sustainability Report (BRSR). BRSR is a notable departure from the existing Business Responsibility Report and a significant step towards giving platform to the Companies to report the initiatives taken by them in areas of Environment, Social and Governance. Further, SEBI has mandated top 1,000 listed companies, based on market capitalization, to include BRSR Report in its Annual Report. As MTNL comes under top 1000 listed company, your Company has prepared BRSR Report for the FY 2024-25 which is given as annexure to this report.

STATUTORY AUDITORS

M/s S. L. Chhajed & Co. LLP, Chartered Accountants and M/s O. P. Bagla & Co. LLP, Chartered Accountants have been appointed as Joint Statutory Auditors of your Company by the Comptroller

MTNL

and Auditor General (CAG) of India for the Financial Year 2024-25 and the Board has already ratified their appointment on 14.11.2024. The Auditors Report is enclosed with the financial statements forming part of this Annual Report.

COST RECORD AND COST AUDITORS

During the year under review, in accordance with Section 148(1) of the Companies Act, 2013 the Company has maintained the accounts and cost records, as specified by the Central Government. Such cost accounts and records are subject to audit by M/s R. M. Bansal & Co., Cost Auditors of the Company for FY 2024-25. The Board has re-appointed M/s R. M. Bansal & Co., Cost Accountants (Firm Registration Number: 000022) as Cost Auditors of the Company for conducting cost audit for FY 2025-26. A resolution seeking approval of the Shareholders for ratifying the remuneration payable to the Cost Auditors for FY 2025-26 is provided in the Notice of the ensuing Annual General Meeting. The Cost accounts and records as required to be maintained under Section 148 (1) of the Companies Act, 2013 are duly made and maintained by the Company. The Cost Audit Report alongwith the Annexures for the Financial Year 2023-24 have been submitted to the Central Government in the Form CRA 4 in XBRL format on MCA Portal on 17.10.2024.

SECRETARIAL AUDITORS

M/s R. P. Sehgal & Associates, Practicing Company Secretaries & Peer Reviewed Firm continues to be the Secretarial Auditor of the Company and has conducted the Secretarial Audit of the Company for the Financial Year 2024-25. The Secretarial Audit Report of M/s R. P. Sehgal & Associates are given in as annexure to this report. Further, the Board of Directors of MTNL in its meeting held on 28.05.2025, has recommended the appointment of M/s R. P. Sehgal & Associates, Practicing Company Secretaries as Secretarial Auditor of MTNL for a term of (5) consecutive year i.e. from FY 2025-26 to FY 2029-30 pursuant to Regulation 24A of SEBI (LODR) Regulations, 2015 subject to the approval of the Shareholders in the ensuing 39^th Annual General Meeting of MTNL. Brief profile and other relevant details of M/s R. P. Sehgal & Associates are provided in the Notice convening 39^th AGM of MTNL. M/s R. P. Sehgal & Associates has consented to act as the Secretarial Auditor of the Company at a fees of Rs. 19,000/- per financial year exclusive of GST and confirmed that appointment, if approved, would be within the limits prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The firm has further confirmed that it is not disqualified to be appointed as the Secretarial Auditor under the applicable provisions of the Act, rules made thereunder, and SEBI (LODR) Regulations.

AUDITORS QUALIFICATIONS AND MANAGEMENT REPLY THERETO

The replies to the observation of the Statutory Auditors and Secretarial Auditor for the Financial Year 2024-25 are given as Annexure to the Report. The Comments of the Comptroller and Auditor General of India (CAG) on the Financial Statements and the replies of the Management thereon are also given in the Annexure to the Directors Report.

FRAUD REPORTED BY AUDITORS

The Statutory Auditors nor the Secretarial Auditors of the Company have not reported any fraud during FY 2024-25 as specified under second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being enforce).

CRITERIA FOR DETERMINATING QUALIFICATION, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR

(i) Qualification: - The Board of Directors of MTNL has formulated the job description for the posts of CMD and other Functional Directors. The selection of Whole time Directors is done by Public Enterprise Selection Board (PESB) on the basis of such criteria.

(ii) Positive Attribute: - Apart from the duties of Directors as prescribed in the Companies Act the Directors are expected to demonstrate high standards of ethical behavior, communication skills and independent judgment. The Directors are also expected to abide by the respective code of conduct as applicable to them

(iii) Independence: - A Director is considered as independent if he/she meets the criteria laid down in Section 149(6) of the Companies Act, 2013 the Rules framed their under and Regulations 16(1)(b) of the SEBI (LODR) Regulations, 2015.

INDEPENDENT DIRECTOR

MTNL is a Public Sector Undertaking. All appointments including Independent Directors on the Board are done by the Administrative Ministry i.e. Department of Telecommunications (DoT), Ministry of Communications, Government of India. No separate meeting of Independent Directors was held during FY 2024-25 as there was only one Independent Director on the Board of MTNL from 02.11.2024 to 22.03.2025. Further, it is hereby informed that the tenure of four Independent Directors ended on 01.11.2024 and tenure of one remaining Independent Director ended on 23.03.2025. As on 31.03.2025, MTNL did not had any Independent Director including women Independent Director on its Board. Two Independent Directors including one-woman Independent Director were appointed by Government of India w.e.f. 15.04.2025.

Executive [represented by CMD, Director (HR & EB), Director (Finance) and Director (Technical)], Non-Executive [represented by Government Nominee Directors] and Independent Directors. As on 31.03.2025, MTNL had three Executive Directors and two Government Nominee Directors on its Board. There is no Independent Director and no Women Director on the Board of MTNL as on 31.03.2025.

In terms of the SEBI (LODR) Regulations, 2015, the Board has identified core skills, expertise, and competencies of the Directors in the context of the Companys business for effective functioning. The key skills, expertise and core competencies of the Board of Directors are detailed in the Corporate Governance Report, which forms part of this Report.

DIRECTORS & KEY MANAGERIAL PERSONNEL

The Company has a very balanced and diversified Board of Directors with an optimum mix of

MTNL

List of Present Directors of MTNL as on 31.03.2025 & 31.07.2025 is given in the Corporate

Governance Report.

During the period under report, the following changes took place in the Directorship/Key

Managerial Personnel (KMP) of your Company: -

1. Shri P.K. Purwar ceases to be CMD of the Company w.e.f. 14.07.2024 vide Department of Telecommunications, Ministry of Communications, Government of India Letter No. E-1- 6/2018-PSA dated 13.07.2024.

2. Shri A. Robert J. Ravi, was appointed as CMD of the Company w.e.f. 15.07.2024 vide Department of Telecommunications, Ministry of Communications, Government of India Letter No. E-1-6/2018-PSA dated 13.07.2024, Letter No. E-1-6/2018- PSA dated 16.01.2025, Letter No. E-1-6/2018- PSA dated 14.07.2025 & Letter No. E-1-6/2018- PSA dated 25.07.2025.

3. Shri V. Ramesh ceased to be Director (Technical) w.e.f. 31.07.2024 on account of superannuation.

4. Dr. Kalyan Sagar Nippani, was appointed as Director (Technical) vide Department of Telecommunications, Ministry of Communications, Government of India Letter No. E-2-2/2021-PSA dated 05.08.2024 w.e.f. 01.08.2024. & Letter No. E-2-2/2021-PSA dated 02.12.2024. Vide Letter No. E-2-2/2021-PSA dated 07.05.2025 ceased to be Director (Technical) w.e.f. 09.05.2025. Also, he was appointed as Director (HR & EB) vide Department of Telecommunications, Ministry of Communications, Government of India Letter No. E-2- 3/2021-PSA dated 03.10.2024 w.e.f. 01.10.2024 & Letter No. E-2-3/2021- PSA dated 18.11.2024.

5. Shri Sandeep Govil ceased to be Director (HR & EB) w.e.f. 30.09.2024.

6. Shri Vishwas Pathak ceased to be Independent Director w.e.f. 01.11.2024 on account of completion of tenure vide Department of Telecommunications, Ministry of Communications, Government of India Letter No. E-5-3/2018-PSA dated 01.11.2021.

7. Shri Sarv Daman Bharat ceased to be Independent Director w.e.f. 01.11.2024 on account of completion of tenure vide Department of Telecommunications, Ministry of Communications, Government of India Letter No. E-5-3/2018-PSA dated 01.11.2021.

8. Shri Yogesh Kumar Tamrakar ceased to be Independent Director w.e.f. 01.11.2024 on account of completion of tenure vide Department of Telecommunications, Ministry of Communications, Government of India Letter No. E-5-3/2018-PSA dated 01.11.2021.

9. Ms. Deepika Mahajan ceased to be Independent Director w.e.f. 01.11.2024 on account of completion of tenure vide Department of Telecommunications, Ministry of Communications, Government of India Letter No. E-5-3/2018-PSA dated 01.11.2021.

10. Shri Niraj Verma ceased to be Government Nominee Director vide Department of Telecommunications, Ministry of Communications, Government of India Letter No. E-5- 2/2021-PSA dated 08.11.2024 w.e.f. 08.11.2024.

11. Shri Sunil Kumar Verma, was appointed Government Nominee Director vide Department

of Telecommunications, Ministry of Communications, Government of India Letter No. E-5- 2/2021-PSA dated 08.11.2024 w.e.f. 08.11.2024.

12. Shri Rajiv Kumar, Director (Finance), tenure was extended for a further period of one year w.e.f. 01.12.2024 to 30.11.2025 or until further orders, whichever is earlier vide Department of Telecommunications, Ministry of Communications, Government of India Letter No. E-1- 5/2022-PSA 18.11.2024.

13. Shri Alok Shukla, Sr. DDG(Pers), DoT was appointed as Government Nominee Director vide Department of Telecommunications, Ministry of Communications, Government of India Letter No. E-5-2/2021-PSA dated 30.01.2025 w.e.f. 30.01.2025.

14. Shri Sunil Kumar Verma, ceased to be Government Nominee Director vide Department of Telecommunications, Ministry of Communications, Government of India Letter No. E-5- 2/2021-PSA dated 30.01.2025 w.e.f. 30.01.2025.

15. Shri Piyush Ranjan Nishad ceased to be Independent Director w.e.f. 23.03.2025 on account of completion of tenure vide Department of Telecommunications, Ministry of Communications, Government of India Letter No. E-5-3/2018-PSA dated 23.03 2022.

Further, after 31.03.2025, the following changes took place in the Directorship/Key Managerial

Personnel (KMP) of your Company: -

1. Shri Vishwas Pathak was appointed Independent Director vide Department of

Telecommunications, Ministry of Communications, Government of India Letter No. E-5- 3/2018-PSA dated 15.04.2025 w.e.f. 15.04.2025.

2. Ms. Deepika Mahajan was appointed Independent Director vide Department of

Telecommunications, Ministry of Communications, Government of India Letter No. E-5- 3/2018-PSA dated 15.04.2025 w.e.f. 15.04.2025.

3. Shri Sudhakararao Papa was appointed Director (Technical) vide Department of

Telecommunications, Ministry of Communications, Government of India vide its Letter No. E-2-2/2021-PSA dated 07.05.2025 w.e.f. 09.05.2025.

4. Shri Sultan Ahmed ceases to be Chief Financial Officer (CFO) of the Company w.e.f. 28.05.2025.

5. Shri Anirudh Prasad Singh was appointed as Chief Financial Officer (CFO) of the Company w.e.f. 28.05.2025.

Pursuant to the provisions of Section 2(51) and 203 of the Act, the Key Managerial Personnel

(KMP) of your Company as on 31.03.2025 are: -

i) Shri Sultan Ahmed, Chief Financial Officer (CFO)

ii) Shri Ratan Mani Sumit, Company Secretary (CS)

Apart from the above, no other Director (including Independent Directors) or KMP were appointed or had retired or resigned during the FY 2024-25 and till the date of approval of Directors Report by the Board of Directors. Details of Composition of Board of Directors are given separately in the Corporate Governance Report which forms part of this Report.

RETIREMENT OF DIRECTORS BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with rules thereunder and Article 66 F of the Articles of Association of the Company, Dr. Kalyan Sagar Nippani, (DIN No. 10421277) Director (HR & EB) is liable to retire by rotation at the 39^th Annual General Meeting to be held on 26.09.2025 and being eligible, offer themselves for reappointment. Brief particulars of Director seeking re-appointment together with their Directorships in other Companies and Committee Memberships have been given in the Annexure to the Notice of 39^th Annual General Meeting in pursuance to Regulation 36(3) of SEBI (LODR) Regulations, 2015 and Secretarial Standards 2 issued by ICSI.

COMMITTEES OF THE BOARD

As required under the Act and SEBI (LODR) Regulations, 2015, your Company has constituted following Board Level Committees. Details of the Board Level Committee as on 31.03.2025 are given below:-

1. Audit Committees.

2. Nomination & Remuneration Committees.

3. Stakeholders Relationship Committee.

4. Enterprise Risk Management Committee

5. Corporate Social Responsibility Committee

Details of terms and reference of the Committees, Committees Membership changes and attendance of Directors at meeting of the Committees are provided in the Report on Corporate Governance, a part of this Annual Report.

GENERAL DISCLOSURES

Your directors state that no disclosure or reporting is required in respect of the following items, as there were no transactions/events of these nature during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of Shares (Including Sweat Equity Shares) to employees of your Company under any scheme.

3. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and your Companys operation in future.

4. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by your Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section 67(3)(c) of the Act).

5. No Application is pending against MTNL under the Insolvency and Bankruptcy Code, 2016.

6. One time settlement of loan obtained from the Banks or Financial Institutions.

7. Revision of financial statements and Directors Report of your Company. ACKNOWLEDGEMENT

Your Directors take this opportunity to gratefully acknowledge the help, guidance and support received from the Administrative Ministry i.e. Department of Telecommunications (DoT) and various Ministries of the Government of India. Your Directors are especially grateful to its Bankers, Vendors, all Stakeholders and Investors including Bondholders, for their continued patronage and confidence reposed in the Company. The Directors would like to express their thanks for the sincere hard work and dedicated services rendered by every employee of the Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

(A. ROBERT J. RAVI) CHAIRMAN & MANAGING DIRECTOR

PLACE: NEW DELHI DATE: 13.08.2025