Tamil Nadu Telecommunications Ltd Directors Report

To The Members

The Board of Directors hereby submits the Thirty Eighth Annual Report of the Company with Audited Financial Statements for the period from 1st April 2025 to 31st March 2026 along with the Auditors Report.

FINANCIAL HIGHLIGHTS

The financial performance of your company is as given below:-

(Rs. in Lakhs)

Particulars	2025-26	2024-25
Revenue from operations	-	-
Other Income (Net)	0.38	69.54
Total Revenue	0.38	69.54
Total Expenditure	335.52	217.33
Finance Charges	1,132.07	1,373.58
Extraordinary / Exceptional items
Gross Pro t / (Loss) after interest before Depreciation & Tax	(1,467.21)	(1,521.37)
Depreciation and Amortization Expense	21.78	26.46
Provision for Taxation / Deferred Tax
Net Pro t / (Loss)	(1,488.99)	(1,547.83)
Other Comprehensive Income /(Loss): Item that will not be reclassi ed to Pro t and Loss	64.13	28.78
Total Comprehensive Income/(Loss) for the Period	(1,424.86)	(1,576.60)

The net loss after Tax is Rs. (1,424.86) lakhs against net loss of Rs. (1,576.60) lakhs made during the previous year.

Review of Operations

During the year under review, the companys other income was Rs.0.38 Lakhs and the sale was still nil.

You are aware that the Company is passing through a tough period for past several years. The plant is still non-operational due to the requirement of huge fund for major repairing of very old machineries. But your management is trying hard to revive the company.

During the year, management has explored the possibility of various ways to monetize the company. Promoter TCIL has initiated the proposal of sale of entire stake of TCIL in TTL through DIPAM as per the revised procedure for strategic disinvestment in CPSEs. In-principal approval for the same has been given by DIPAM which was communicated on 19-03-2025 by Department of Telecom, Ministry of Communication. This strategic disinvestment will pave the way for revival of the company by the prospective buyers.

Market Scenario and Outlook

India ber optics market size reached USD 517.2 Million in 2025. Looking forward, IMARC Group expects the market to reach USD 1,195.7 Million by 2034, exhibiting a growth rate (CAGR) of 9.76% during 2026-2034. The growing penetration of technological advancements and communication infrastructures is primarily driving the market growth across the country.

Cautionary Statement

Statements in the Boards Report contain forward looking statements. Actual results, performances or achievements may vary materially from those expressed or implied, depending upon economic conditions, Government policies, subsequent developments and other incidental factors.

Risk & Concern

The industry is facing challenging cost pressures as the cost of major raw materials are going up due to shortage & increase in oil prices. The variations in exchange rate fluctuation are also a threat towards cost of production. The competition within OFC business is becoming erce due to emerging new technologies and frequent new product introductions in Optical ber products which command competitive prices and preference in the market. The market price of cables is also varying due to competition.

Directors

In accordance with Sec.152 (6) and (7) of the Companies Act, 2013, read with Articles 79 & 80 of the Articles of Association of the company, Shri. R. Karthikeyan, (DIN 00824621) and Mrs. Leena Rajput, (DIN 10388957), will retire from the directorship of the company by rotation and being eligible, offer themselves for re-appointment.

Directors Responsibility Statement

As required under Section 134(5) of the Companies Act, 2013, the Directors of the Company hereby state and con rm that a) In the preparation of the annual accounts the applicable accounting standards had been followed. b) They have 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 a airs of the Company as at 31st March 2026, and the loss of the Company for the year ended on that date. c) They have taken proper and s u cient 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) They have prepared the annual accounts on a going concern basis considering the comparative growth in OFC market, future prospects of the Company with the support of TCIL. e) They have laid down internal financial control to be followed by the company and that such internal financial control is adequate and was operating effectively. f) They have devised proper system to ensure compliance with all provision of all applicable laws and that systems were adequate and operating effectively.

Extracts of the Annual Return

Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act, 2013 and read with Rule 12 (1) of the Companies (Management and Administration) Rules, 2014, the Annual Return (Form MGT-7) for the financial year ended March 31, 2026, is available on the Companys website and can be accessed at https://ttlofc.in/AnnualReturn.html. The extract of the Annual Return in Form MGT-9 has been attached.

Corporate Governance

A report on Corporate Governance with the Practicing Company Secretaries Certificate on compliance with conditions of the Corporate Governance has been attached as to form part of the Report.

Observations in the Corporate Governance Compliance Certificate and Management Response is given below:

1. Due to the non-appointment of Independent Directors, the Company has not complied with Section 149(4), 177(1), 178(1), and Schedule IV of the Companies Act, 2013 as well as with Regulations 17(1) (b), 18 (1), 19(1) and 25 (3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, in terms of minimum number of Independent Directors in the Board, Constitution of Audit Committee, and conducting a separate meeting of Independent Directors respectively.

Companys reply:

Points No (1): The Company is Joint sector Govt. Company with 49% of its shares held by TCIL, a Govt. of India Enterprise and 14.63% held by TIDCO, a Govt of Tamilnadu Enterprise. Being a Govt. Company, necessary steps continue to be taken for induction of Independent Directors Constitution of

Audit Committee as per 18 (1) and Constitution of Nomination and Remuneration Committee as per regulation 19(1) of SEBI LODR and separate Independent Directors Meeting as per 25(3) of SEBI LODR shall be conducted after appointment of required number of Independent Directors by the Ministry of Telecommunications.

Energy, Technology and Foreign Exchange

Particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Sec.134 (3)(m) of the Companies Act, 2013 are enclosed as part of the Report.

Details of director or Key Managerial Personnel who were appointed or have resigned during the year.

(i) Tmt R. Bhuvaneswari, (DIN 06360681) was appointed as Director on the Board of Company.

(ii) Smt. Leena Rajput, (DIN 10388957) remains as Director of the company during the year.

(iii) Shri D. Porpathasekaran, (DIN 09612667) appointed as Chairman and Director of the company during the year.

(iv) Shri. J. Ramesh Kannan remains as Managing Director (DIN 09292181) and Chief Financial Officer (CFO) of the company throughout the year under review.

(v) Shri. S.K. Tata appointed as Director of the Company during the year.

(vi) Ms. Swapnil Gupta, Company Secretary and Compliance Officer of the Company, continued to hold her posts throughout the year under review. Her position remains same during the year.

Personnel

The Managing Director/CFO and Company Secretary were on deputation from the Promoter Company TCIL which is a Govt. of India Enterprise, holding 49% stake in the Company. Hence their remuneration was as per the scales applicable to their cadre in the promoter company.

The number of permanent employees as on 31.03.2026 was 57 excluding two KMP o cials on deputation from the promoter company.

None of the employees drew remuneration of Rs.60,00,000/- or more per annum Rs.5,00,000/- or more per month during the year. This information is furnished as required under Rule 5(2)(i) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Human Resources

Your company is glad to announce that the industrial relations continue to be very cordial. TTL has been encouraging its employees to come out with innovative suggestions, which will pave way for significant cost savings as well as overall development of the company.

The Company continued the deputation arrangement initiated during FY 2018 19, M/s. Telecommunications Consultants India Limited decided to help TTL employees by taking them on deputation to work in their various projects in India which helps the employees to acquire new skill and experience in services of communication industry. All employees joined in TCIL on deputation except 7 employees.

Quality Management Systems

It is reported that as a commitment in meeting global quality standards, your company already has IS/ISO 9001:2015 quality management systems certi cation from Bureau of Indian Standards should continue. The license will be renewed after commencement of production.

Internal Control System

TTL has adequate internal control procedures in respect of all its operations. It has laid down internal control procedures to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and transactions are authorized, recorded and reported correctly. Internal Audit is being carried out by Independent Audit Firm of Chartered Accountants on an ongoing basis, and it recommends appropriate improvements apart from ensuring adherence in company policies as well as regulatory compliance. The Audit Committee periodically reviews the internal audit reports, observations, compliance status and corrective actions taken by the Management.

Transfer to reserves

During the year under review no amount is being transferred to General Reserve Account.

Dividend

In a view of the losses your directors have not declared any dividend during the year under review.

Deposits

During the financial year under review, the Company has neither accepted nor renewed any deposits within the meaning of Sections 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and the rules may be called the Companies (Acceptance of Deposits) Rules, 2014, the Company has neither accepted nor renewed any deposits from public during the year under review.

Corporate Social Responsibility

Since the Company is continuously incurring losses, no CSR policy has been devised.

Related Party Transactions

There was no contract or arrangements made with related parties as defined under section 188 (1) of the Companies Act, 2013 during the year under review.

Research & Development (R&D)

The information as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 with respect to R&D are not applicable to your Company.

Particulars of Loans, guarantees or investments made under section 186 of the Companies Act, 2013

There were no loans, guarantees or investments made by the company exceeding the limits specified under Section 186 of the Companies Act, 2013 during the year under review and hence, the said provision is not applicable.

Unsecured Loan

The unsecured loan amounting to Rs.190.22 Crores as on 30.06.2026 is from related party i.e. holding company, has been taken on long term basis without any stipulation for repayment and other terms.

Information under section 197 of the Companies Act, 2013 read with rule 5(2) of the companies (appointment and remuneration of managerial personnel) rules, 2014 regarding employees remuneration

Information as per Section 197 of the Companies Act 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not applicable to your company as there is no employee on the rolls of the Company. Accordingly, there was no employee of the Company who received remuneration in excess of the limits prescribed under of the Companies Act.

Statement under section 134(3)(p) of the Companies Act, 2013, regarding formal annual evaluation made by board of its performance and that of its committees and individual directors

In terms of the noti cation dated 05.06.2015 issued by Ministry of Corporate A airs, the company has been exempted from the above provision and hence the disclosure is no longer required.

Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year to which the financial statements relates and the date of the report

None

Information under section 134(3)(n) of the Companies Act, 2013 concerning development and implementation of risk management policy

The Company continues to identify, monitor and manage various business, nancial, operational and regulatory risks through appropriate internal control mechanisms. Considering the limited operational activities of the Company, risk mitigation measures continue to be monitored by the Board of Directors with support from the Holding Company wherever necessary.

Details of application made or proceeding pending under Insolvency and Bankruptcy Code 2016

During the year under review, there were no applications made or proceedings pending in the name of the company under the insolvency Bankruptcy Code, 2016.

Details of difference between valuation amount on one time settlement and valuation while availing loan from banks and financial Institutions

During the year under review, there has been no one time settlement of Loans taken from Bank.

Vigil Mechanism under section 177(9) of the Companies Act, 2013.

The Company continues to take necessary steps towards implementation of an appropriate Vigil Mechanism/Whistle Blower Policy in accordance with the applicable provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

Auditors

In terms of Section 139 of the Companies Act, 2013, the Comptroller and Auditor General of India (CAG) had appointed M/s. Sundaram & Srinivasan, Chartered Accountants as the Auditors of the company for the year 2025-26 at a remuneration of Rs.1,00,000/- besides reimbursement of traveling and out-of-pocket expenses at actual, subject to the other items and conditions as specified by the CAG.

Independent Auditors Report

Clari cation on Auditors observations is given below:

Basis for Adverse Opinion

1) We draw attention to Note 1(II)(a) Significant Accounting Policies & 30 which describes that the Companys financial statements have been prepared using the going concern assumption of accounting. However, the Companys accumulated losses of Rs.2,50,03,609 hundreds (including other Comprehensive Income) (Previous year Rs.2,35,78,745 hundreds) has eroded the Net Worth of the Company, indicating the existence of material uncertainty that cast doubt about the Companys ability to continue as a Going Concern. The Company has not operated its factory since 2017, and no sales effected for more than eight years. Further, as represented by the company, the machinery would involve major overhauling cost to resume operations, and the company is also unable to obtain support for supply of major raw material required for manufacture from its supplier. Also, the company has not bagged any new orders to substantiate the going concern assumption. Though the company had received a bid for granting of lease of the manufacturing facilities and factory premises, and issued Letter of Award to the lessee, the lessee had not taken over the premises, and the lease income has not been generated yet.

Hence, considering the cumulative effect of the factors detailed above, we conclude that the Going Concern assumption of the management in preparation of financial statements is not appropriate.

2) In view of the significant losses, which have been incurred by the company during the previous financial years, the carrying amount of xed assets needs to be tested for impairment. The management has not done impairment testing and in absence of any information we are unable to comment as to whether any provision for impairment is required or not.

3) The following financial liability / assets referred to in the respective note of financial statements, have been stated at historical cost only, irrespective of the fair value of the same, which is departure from requirement of Ind AS 113 (Fair Value Measurement) and Ind AS 109 (Financial Instruments): a. Amounts due to M/s. Fujikura Limited amounting to Rs.2,19,421 hundreds (Previous Year Rs.2,10,061) (In hundreds) (Note No 15)

b. Trade Receivables (considered good) amounting to Rs.4,70,003 hundreds (Previous Year Rs.4,67,708) (In hundreds) (Note No 5)

c. Unsecured Trade payables amounting to Rs.3,56,690 hundreds (Previous Year Rs.3,67,050) (In hundreds) (Note No 14)

d. Short Term and Long-Term Borrowings due to Telecommunications Consultants India Ltd (Parent Company) of Rs.38,13,294 hundreds (Previous Year Rs.33,90,692 hundreds) (Note No 11 & 13).

Emphasis of Matter

1) We draw attention to Note No. 47 of the other explanatory notes to the financial statements which states the reason for non-recognition of amounts due to the holding Company viz., Telecommunications Consultants India Limited amounting to Rs.1,85,77,041 hundreds (Previous Year Rs.1,70,22,370 hundreds) at Fair Value in accordance with Ind AS 109. Our opinion is not modified in respect of this matter.

2) Attention is invited to Note Nos. 3, 5, 8, 14, 15 & 16 of the notes to financial statements, where the balances carried in the Other Financial Assets, Trade Receivables, Other Current assets, Trade payables, Other Financial liabilities, and Other Current Liabilities are subject to confirmation from all parties (other than Telecommunications Consultants India Limited) as stated in Note No. 28. Our opinion is not modified in respect of this matter.

3) Attention is invited to Note No. 44 of the other explanatory notes to the financial statements which states that the Company has not received information from vendors regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006. Our opinion is not modified in respect of this matter. Companys Reply to Basis of Adverse Opinion Para 1 of Going Concern Assumption.

The accounts of TTL are drawn up on the basis of going concern concept since the company and the promoters of the company are taking various efforts for revival of TTL.

One of the proposals is monetization of TTL premises including vacant land along with diversi cation of business. TTL has total 9.78 acres of land in Maraimalainagar, near Chennai. Factory area is 4.27 acres with a framed structure built up area of 53265 Sq.ft and vacant land area is 5.51 acres. In this regard a Request for Proposal (RFP) for has been oated for Grant of Lease of the Manufacturing Facilities and Premises of Tamilnadu Telecommunications Factory located in Maraimalai Nagar, near Chennai, Tamil Nadu.

With the approval from competent authority Letter of Award has been issued to the party on 24.05.2023. Electricity connection has been restored on 12.04.2024. After signing of Lease cum revenue sharing agreement, TIDCO vide its letter Dt. 10.10.2023 informed TTL to refrain from proceeding further with the proposal of leasing and not to execute / register the lease. The Lessee did not take over the factory. The lease has been cancelled.

The Company is exploring other possible avenues to generate revenue.

Business partners are being explored for fresh investment in the company for revival of the factory and in the new areas of business.

Promoter TCIL has initiated the proposal of sale of entire stake of TCIL in TTL through DIPAM as per the revised procedure for strategic disinvestment in CPSEs. DIPAM has given the In-principal approval and the same has been communicated to Department of Telecom, Ministry of Communication. Tenders for Transaction Adviser and Legal adviser were oated by TCIL and were uploaded in websites of TCIL & TTL in April-25. This strategic disinvestment will pave the way for revival of the company by the prospective buyers.

As mentioned in our nancials, TTL is regularly borrowing from our holding company TCIL for its raw material support and working capital support for running day to day operations. The balances of current liabilities and trade payable pertaining to related party /our holding company TCIL as on 31/03/2026 are given below:

(i) Current liabilities short term borrowing	: Rs in hundreds
(a) Bridge Loan	: Rs. 11,65,730/-
(b) Working capital support loan	: Rs. 26,47,564/-
(ii) Trade payable Sundry creditors for raw material support :	Rs. 58,95,355/-
(iii) Other current liabilities interest accrued	: Rs. 88,68,393/-
Total Rs in hundreds	: Rs.1,85,77,042/-

Amounts due to Fujikura Limited amounting to Rs.2,19,421 hundreds

Trade Receivables (considered good) amounting to Rs.4,70,003 hundreds

Unsecured Trade Payables amounting to Rs.3,56,690 hundreds

This is to state that the above items are reviewed and monitored on day to day basis in both TTL and TCIL. The balances are periodically reconciled with TCIL and also approved by board of directors of TTL.

It may not be out of place to mention that all the realizations from TTL clients are routed through Escrow account which is auto credited to TCILs Account for which standing instructions have been given to bank. Moreover, charge has been created in favour of TCIL against xed assets and current assets of TTL for all the TCIL loans, advances and liabilities towards raw material supply. The loans are repayable on demand basis.

Ind AS 109 requires all financial assets/liabilities to be recognised initially at fair value and subsequently at amortised cost it satis es the criteria with reference to Ind As 32 Para 11 and para 4.2.1 of Ind As 109. Since these financial assets/ liabilities are current in nature, there is immaterial nance cost/ income involved, therefore, as a general practice, demand deposits are carried at cost and not at fair value/amortised cost.

In view of the commitment to pay to TCIL, the holding company/ related party on demand basis, and the company is taking a conservative approach, management assume book value of current liabilities at a amortized cost i.e instead to book profit by discounting liabilities the company prefers to go and disclose liabilities with full amount under law of prudence. Companys Reply to Para 2 of Emphasis of Matter regarding balances carried in the debtors, creditors, advances & deposits payable/recoverable are subject to confirmation from all parties (other than Telecommunications Consultants India Limited)

Wherever possible the Company is getting confirmation. Since TTL does not have fund to pay to the Creditor including M/s.Fujikura, the company does not ask for balance confirmation from any Creditors which will trigger to make payment.

Companys Reply to Para 3 of Emphasis of Matter regarding Company has not received information from vendors regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006.

As stated in Notes to Accounts No.45, the Company has not received information from the vendors regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006.

Cost Auditors:

As per the provisions of the Companies (Cost Records and Audit) Rules, 2014, the operation of the company is not falling within the scope of cost audit. Hence cost auditor was not appointed for the financial year 2025-2026.

Secretarial Audit Report

Clari cation on Secretarial audit observations is given below: i. Due to non-appointment of Independent Directors, the Company has not complied with Section 149(4), 177(1), 178(1) and Schedule IV of the Companies Act, 2013 as well as with Regulations 17(1) (b), 18(1), 19(1) and 25 (3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, in terms of minimum number of Independent Directors in the Board, Constitution of Audit Committee, Nomination and Remuneration Committee and conducting a separate meeting of Independent Directors respectively.

Management reply to the observation:

Point No (i) The Company is Joint sector Govt. Company with 49% of its shares held by TCIL, a Govt. of India Enterprise and 14.63% held by TIDCO, a Govt of Tamilnadu Enterprise. Being a Govt. Company, action has already been taken for induction of Independent Directors Constitution of Audit Committee as per 18 (1) and Constitution of Nomination and Remuneration Committee as per regulation 19(1) of SEBI LODR and separate Independent Directors Meeting as per 25(3) of SEBI LODR shall be conducted after appointment of required number of Independent Directors by the Ministry of Telecommunications.

Acknowledgements

The Directors wish to place on record their sincere appreciation for the encouragement, assistance, support and co-operation given by Government of India, Government of Tamilnadu and the Promoters. The Directors appreciate your whole hearted efforts during the year and solicit your continued support and co-operation. Your directors acknowledge the continued trust and con dence you have reposed in this company.

	For and on behalf of the Board
	-Sd/-	-Sd/-
	J	.Ramesh Kannan
Place: Chennai	Managing Director	Director
Date : 10.08.2026	(DIN 09292181)	(DIN 00824621)