GTL Infrastructure Ltd

To

The Members,

Your Directors are pleased to present their Twenty First Annual Report together with the Audited Financial Statements for the year ended March 31, 2024.

1. STATE OF COMPANY'S AFFAIRS

RS.( in Lakhs)

The Figures for the corresponding previous year have been regrouped / reclassified wherever necessary to make them comparable.

Key Highlights of the Company for the financial year ended March 31, 2024 are as under:

• Total Revenue from Operations for current financial year stands at RS.137,201 Lakhs as against RS.145,786 Lakhs for the previous financial year.

• Normalized EBITDA for current financial year stands at RS.19,826 Lakhs as against RS.21,316 Lakhs for the previous financial year.

The Company has from time to time informed about various developments in Indian Telecom Sector, which were beyond the control of the Company and the management. The first set of issues included the landmark judgement of the Hon'ble Supreme Court cancelling 122 2G telecom licenses in February 2012 (including licenses of Uninor, Videocon, Etisalat, Idea and Tata), the Vodafone Tax issues, the 3G auctions and the unsustainable debt accumulated by the telecom companies. All these factors led to mass exits of operators and significant scale down by the remaining. As a result, majority of the Company's telecom sites turned into single tenant sites. Thereafter, the year 2017-18 has seen unprecedented shutting down of some of the major telecom operators such as Aircel Group (then largest customer of the Company), Tata Teleservices, Reliance Communication, Sistema Shyam (merged with Reliance Communication) and Telenor (merged with Airtel). The table below, clearly highlights the impact of tenancy loss the Company has faced over the last decade, despite having long term binding contracts with telecom operators:

Resultantly, these operators abandoned tower sites of the Company making more than 14,000 towers sites unoccupied, which is more than 50% of the total tower portfolio. These discontinuing operators did not make any payment of their contractual dues to the Company, including rent payable to landlords, statutory dues such as property tax, NA tax, local body tax, employees' dues and vendors' claims etc., many of which are pass through payments for the Company. As a result, the Company was saddled with substantial costs and liabilities including rents, vendors' claims and statutory dues on such unoccupied towers without any revenue. The Company has requested Edelweiss Asset Reconstruction Company Limited ("EARC") being Monitoring Institution, on regular basis for making payments due to the landlords of the unoccupied sites, however, the same is not released by the lenders.

The Company had also attempted to salvage unoccupied tower sites and accordingly resolution plans submitted by the Company included payment of rent to landowners, settlement to vendors and employees. However, none of the resolution proposals were considered by the lenders. The lenders rather chose to appropriate RS.115,100 Lakhs till date without even addressing issues of unpaid liabilities towards unoccupied towers. Additionally, IDBI Trusteeship Services Limited ("ITSL") (at the behest of lenders) realized RS.3,401 Lakhs by way of sale of pledged equity shares.

Due to non-receipt of the rental amounts from the discontinuing operators as per contractual arrangement, pending approval of payment requests of the Company with the Monitoring Institution and non-resolution of issue of unpaid liabilities towards unoccupied towers, the rentals to landlords for those unoccupied sites remained unpaid. Due to non-receipt of the rental amounts, the disgruntled landowners have sent legal notices and filed various cases including criminal cases against the Company, its directors and its officials. Moreover, many of the landowners blocked access to our Company's employees to the sites. Exploiting such situations, unknown miscreants / disgruntled landowners have also resorted to unauthorized dismantling / theft of towers and equipment's attached thereto.

The Company, on its part, are taking various mitigation measures to protect its assets such as carrying out additional survey of its sites, discussion with landowners for convincing them for not resorting to such actions; negotiating with customers / telecom operators for getting new tenants on such unoccupied towers, deployment of Tower Vigilance Team ("TVT") submission of proposal to lenders for unfeasible sites etc. Strategic deployment of TVT has yielded significant positive outcomes, with the Company successfully curbing a high number of tower theft incidents.

Despite continuous efforts of the Company, its Board of Directors and the management to protect its assets, 903 sites got dismantled during the financial year ended March 31, 2024 out of unoccupied sites. The Company continues to pursue its insurance claims and appropriate actions against the landlords / unknown miscreants including filing FIR, wherever applicable.

Due to the unprecedented shutdowns / bankruptcies and consolidation in telecom sector over past 6-7 years, the Company's debt has become unsustainable necessitating urgent restructuring to bring it to a sustainable level. The Company believes that lenders need to restructure the debt in time bound manner after completing TEV study as per Reserve Bank of India's guidelines. In the absence of restructuring, the Company is compelled to account for the outstanding amount and amount overdue in its books of accounts as per the terms and conditions of Strategic Debt Restructuring Scheme as approved by the then lenders. However, outstanding principal amount of secured rupee term loan as on June 30, 2024 (after adjusting

RS.118,501 Lakhs appropriated by ITSL, at the behest of lenders and payments made by the Company) stands at

RS.288,119 Lakhs.

Meanwhile, one of the secured lenders filed petition before the National Company Law Tribunal, Mumbai Bench ("NCLT") under Insolvency & Bankruptcy Code, 2016 for initiation of Corporate Insolvency Resolution Process ("CIRP"), which got dismissed on November 18, 2022. The said lender has filed an appeal against this order before the Hon'ble National Company Law Appellate Tribunal ("NCLAT''). EARC who is the lead lender of the Company has also filed its Intervention Application in above mentioned Appeal. Currently, the matter is sub-judice. The Company continues to operate in normal course of business and does not foresee any material impact on its financial, or operational or other activities.

Events, as stated in Financial Statements for the year ended March 31, 2024, cast significant doubt on the Company's ability to continue as a going concern. However, there are following positive developments in telecom sector, which will lead to stabilizing telecom sector

1. Government of India has introduced new telecom policy that is expected to reform and simplify the regulatory and licensing regime for telecommunications, even as it removes bottlenecks in creating telecom infrastructure, protects users, and provides a four-tiered structure for dispute resolution.

2. Bharat Sanchar Nigam Limited is in process to launch 4G and 5G services in 2024, as part of the revival package which was approved by the Government of India.

3. In March 2024, Vodafone Idea Limited's shareholders approved a plan to raise RS.45,00,000 Lakhs for growth capex, of which RS.18,00,000 Lakhs has been raised through successful FPO in April 2024. VIL is expected to roll out 4G and 5G sites to match footprint of its competitors.

4. Bharti Airtel Limited and Reliance Jio Infocomm Limited continue to roll out new sites to penetrate their 5G network.

5. Hike in mobile call and data tariffs by telecom operators thereby increase in Average Revenue Per User (ARPU).

The above are clear indicators of a huge opportunity for Tower Co's in India, as many new locations will be required for capacity expansion and greenfield coverage across Pan India circles. In light of the same, the management of the Company believes that the aforementioned events in telecom sector are positive developments which will lead to increased demand for its towers and thereby increase in the revenue and EBITDA levels. It was also observed in the order dated November 18, 2022 passed by the Hon'ble NCLT that the business of the Company is sustainable, it is a viable going concern under its current management and the overall financial health of the Company is not bad enough to be admitted under CIRP.

In addition to the above, various resource optimization initiatives undertaken by the Company, can lead to stabilization and revival. The Company is also regular in payment of statutory dues, taxes, employee dues etc. Further, the Company also continues to pursue contractual claims of approx. RS.1,530,739 Lakhs (as on June 2024) from various operators (most of them either filed for insolvency or discontinued their business) in respect of premature exits by them in the lock in period.

Considering the above and as the Company do not have any intention to discontinue its operations or liquidate its assets, the Company continues to prepare the books of account on Going Concern basis.

2. RECENT DEVELOPMENTS AT MACRO AND MICRO ECONOMIC LEVEL

The details in respect of recent developments at macro and micro economic level are covered under Management Discussion and Analysis (MD&A) Report, which forms part of the Annual Report.

3. MANAGEMENT DISCUSSION AND ANALYSIS

The MD&A Report for the year under review, as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "SEBI Listing Regulations") is presented in a separate section forming part of the Annual Report.

4. DEBT RESTRUCTURING

The details in respect of debt resolution plan are provided in separate section under the heading "Debt Resolution Plan" under MD&A Report, which forms part of the Annual Report.

5. TRANSFER TO RESERVES

The Company has not transferred any amount to the General Reserve for the financial year ended March 31, 2024.

6. DIVIDEND

Since your Company has posted losses for the current financial year, your Directors express their inability to recommend any dividend on the paid up Equity Share Capital of the Company for the financial year ended March 31, 2024.

As per Regulation 43A of the Listing Regulations, top 1000 listed companies based on market capitalization shall formulate a dividend distribution policy, which shall be disclosed on the website of the listed entity. Accordingly, the Dividend Distribution Policy is available on the Company's website www.gtlinfra.com.

The Company has only one class of equity shares and it has not issued equity shares with differential rights or sweat equity shares.

Further to information furnished in the previous year Directors' Report, 9,40,62,121 equity shares allotted to Trust are yet to be listed due to pending receipt of requisite details from Bondholders. b. Foreign Currency Convertible Bonds (FCCBs)

The details of outstanding Foreign Currency Convertible Bonds are as follows:

* Series B1 and B3 bonds have become compulsorily convertible upon maturity date i.e. October 27, 2022. The Company has requested bondholders to share their respective details for converting bonds and crediting equity shares to their respective accounts. However, the Company is still awaiting the relevant details of bondholders w.r.t. Series B1 Bonds and Series B3 Bonds.

** Series B2 Bonds are redeemable and have matured on October 27, 2022. The lead lender has informed the Company that till the time the entire outstanding secured debt of the secured lenders is fully paid off, no other creditor including Series B2 bondholders, which rank sub-ordinate to the secured creditors, can be paid in priority. Hence, the Company could not redeem Series B2 Bonds on its maturity. In terms of Terms and Conditions of Series B2 Bonds, bondholders can exercise their right for conversion of bonds into equity shares till the date of receipt of redemption amount by the Principal Agent / Trustee of the Series B2 bonds.

If bonds are converted into equity shares of the Company, the number of equity shares would go up by 49,29,07,042.

8. FIXED DEPOSITS

During the year under review, the Company has not accepted any public deposits under chapter V of the Companies Act, 2013 (the "Act") from public or from its members.

9. MATERIAL CHANGES AND COMMITMENTS

Save and except as discussed in this Annual Report, no material changes have occurred and no commitments were given by the Company thereby affecting its financial position between the end of the financial year to which these financial statements relate and the date of this report.

Pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, in respect of financial year ended March 31, 2024 confirm that: i. in the preparation of the annual accounts, the applicable accounting standards had been followed and there were no material departures; ii. they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period; iii. they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. they had prepared the annual accounts on a going concern basis; v. they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and vi. they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The Board on the recommendation of the Nomination & Remuneration Committee ("NRC") and in accordance with provisions of the Act and SEBI Listing Regulations has re-appointed Ms. Dina S. Hatekar (DIN: 08535438) as Non-Executive Independent Director on the Board for a second term of 5 years, w.e.f. August 14, 2024, subject to approval of Members at this Annual General Meeting ("AGM").

The Board on the recommendation of NRC and in accordance with provisions of the Act and SEBI Listing Regulations, has appointed Mr. Dhananjay P. Barve (DIN: 00224261) and Mr. Ramesh B. Bhosale (DIN: 00078848) as an Additional and Non-Executive Independent Directors on the Board for a tenure of 5 years from August 13, 2024 to August 12, 2029 (both days inclusive), subject to approval of Members at this AGM. They shall hold office as Additional Directors upto the date of this AGM and is eligible for appointment as an Independent Directors.

Mr. Manoj G. Tirodkar (DIN: 00298407), Director of the Company, retires by rotation at the ensuing AGM. Mr. Tirodkar has, by a notice in writing to the Board of Directors, conveyed that he is not seeking re-appointment. The Board places on record its appreciation for his invaluable contribution and guidance. The NRC and Board recommend appointment of Mr. Jeevan M. Rai (DIN: 02356479) as a Director in his place at the ensuing AGM.

Resolutions seeking Shareholders' approval for their appointment/ re-appointment along with other required details forms part of Notice.

Mr. N. Balasubramanian (DIN: 00288918), Dr. Anand P. Patkar (DIN: 00634761) and Mr. Vinod B. Agarwala (DIN: 01725158) were re-appointed as an Independent Directors for a second term of five years and will hold office till September 15, 2024. The Board places on record its appreciation for their invaluable contribution and guidance.

Pursuant to the provisions of Section 203 of the Act, currently, Mr. Vikas K. Arora – Whole-time Director, Mr. Bhupendra J. Kiny – Chief Financial Officer and Mr. Nitesh A. Mhatre – Company Secretary are the Key Managerial Personnel of the Company.

All the Independent Directors of the Company have furnished a declaration to the effect that they meet the criteria of independence as provided in Section 149(6) of the Act.

The Board of Directors met Seven (7) times during the financial year, the details of which are given in Corporate Governance Report that forms part of this Report.

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors pursuant to the provisions of the Act and Corporate Governance requirements as prescribed by the SEBI Listing Regulations.

The performance of the Board and its Committees was evaluated by the Board after seeking inputs from all the Board / Committee members on the basis of the criteria such as composition of the Board / Committee and structure, effectiveness of Board / Committee processes, providing of information and functioning etc. The Board and the NRC also reviewed the performance of the individual directors on the basis of the criteria such as attendance in Board / Committee meetings, contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed etc.

In a separate meeting of Independent Directors, performance of non-independent directors, performance of Board as a whole and performance of the Chairman were evaluated taking into account the views of executive directors and non-executive directors.

The Company has put in place appropriate policy on Directors' Appointment and remuneration and other matters as required by Section 178(3) of the Act, which is provided in the Policy Dossier that has been uploaded on the Company's website www.gtlinfra.com. Further, salient features of the Company's Policy on Directors' remuneration have been disclosed in the Corporate Governance Report, which forms part of this Report.

The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is given below: i. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year and the percentage increase in remuneration of each director, chief financial officer, company secretary or manager, if any, in the financial year:

** Since Non-executive Directors received no remuneration, except sitting fee for attending Board / Committee meetings, the required details are not applicable.

# Considered only CTC while calculation.

GTL Infrastructure Limited ii. The percentage increase / (decrease) in the median remuneration of employees in the financial year: 6% iii. The number of employees and associates of the Company are 753 as on March 31, 2024. iv. Average percentage increase already made in the salaries of employees other than the managerial personnel in last financial year and its comparison with the percentage increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: The average annual increase in salaries of employees is 5.75.%. Increase in the managerial remuneration for the year was 5%. v. Affirmation that the remuneration is as per the remuneration policy of the Company: The Company affirms that the remuneration is as per the remuneration policy of the Company.

The details in respect of adequacy of internal financial controls with reference to the Financial Statements are included in the MD&A Report, which forms part of the Annual Report.

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report, which forms part of this report.

M/s. CVK & Associates (FRN: 101745W), Chartered Accountants were appointed as the Statutory Auditors of the Company for a tenure of 5 years commencing of the Twentieth (20^th) AGM held on September 28, 2023 until the conclusion of the Twenty Fifth (25^th) AGM to be held in the year 2028. The Statutory Auditors' Report does not contain any qualification, reservation, adverse remark or disclaimers. As regards the Auditors' opinion regarding material uncertainty related to Going Concern and Emphasis of Matter related to quantification of property tax, the Company has furnished required details / explanations in Note nos. 57 and 40 to Notes to the Financial Statements.

In terms of Section 148 (1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended, since the Company's business (Infrastructure Provider Category – I) is not included in the list of industries to which these rules are applicable, the Company is not required to maintain cost records.

The Secretarial Auditor Report is given in Annexure A (Form No. MR-3) forming part of this Report.

Further, in terms of Regulation 24A of the SEBI Listing Regulations, a Secretarial Compliance Audit Report given by Mr. Chetan A. Joshi, Practicing Company Secretary, is annexed as Annexure B to this Report.

The Company has complied with applicable secretarial standards as prescribed by the Institute of Company Secretary of India.

A separate section on risks and their management is provided in the MD&A Report forming part of this Report. The Audit Committee and the Risk Management Committee monitor the risk management plan and ensures its effectiveness. It is important for members and investors to be aware of the risks that are inherent in the Company's businesses. The major risks faced by the Company have been outlined in this section to allow members and prospective investors to take an independent view. The Company strongly urges Shareowners/ Investors to read and analyze these risks before investing in the Company.

During the year under review, the Company has neither provided any loans / corporate guarantees nor made any investment.

All related party transactions entered into during the financial year were on an arms' length basis and were in ordinary course of business. None of the transactions with related parties falls under the scope of Section 188(1) of the Act. Accordingly, a statement pursuant to provisions of Section 129(3) of the Act in Form No. AOC-2 is not required to be furnished.

The Policy on Related Party Transactions as approved by the Board is uploaded on the Company's website www.gtlinfra.com.

The Company does not have Subsidiary or Joint Venture Company. Accordingly, a statement pursuant to provisions of Section 129(3) of the Act in Form No. AOC-1 is not required to be furnished.

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and other details are furnished in Annexure C of this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR Policy is available on the Company's website www.gtlinfra.com.

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the draft Annual Return having all the available information of the Company as on March 31, 2024 is available on the Company's website at https://www.gtlinfra.com/wp-content/uploads/2024/08/GTLINFRA_MGT7_2024.pdf.

The Company has complied with the Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of the Regulation 46 of the SEBI Listing Regulations. A separate Report on Corporate Governance along with the Certificate of the Auditor, M/s CVK & Associates, Chartered Accountants, Mumbai confirming compliance of conditions of Corporate Governance as required under Regulation 34(3) of the SEBI Listing Regulations forms part of this Report.

The Company has formulated and published a Whistle Blower Policy, details of which are furnished in the Corporate Governance section, thereby establishing a vigil mechanism for directors and permanent employees for reporting genuine concerns, if any. The policy is available on the Company's website at www.gtlinfra.com.

Regulation 34(2) of the SEBI Listing Regulations, as amended, inter-alia, provides that the Annual Report of the top 1000 listed entities based on market capitalization (calculated as on 31st March of every Financial Year), shall include a Business Responsibility and Sustainability Report ("BRSR"). Accordingly, the Company has presented its BRSR for the Financial Year 2023-24, which is part of this Annual Report as Annexure D.

During the year, the Company continued its efforts towards conservation of energy by way of reduction of diesel consumption at telecom tower sites through several initiatives of energy efficiency and fuel savings as under: i) the steps taken or impact on conservation of energy: a. Regular and timely induction / replacement of Passive Infrastructure related Capex like Battery Banks, Power Systems, Automation systems at tower site for optimal energy consumption leading to reduction in wastage and increasing performance. b. Periodical Corrective and Prevesentive Maintenance of assets to ensure right levels of load to power ratio, thereby controlling excessive overrun of Energy utilized. c. Operating high EB availability sites with optimal fuel stock, thus reducing wastage as well as making sites Fuel Free. A total of 2,987 sites are operating as Green sites. d. Increased drive to get sites connected / reconnected with EB (as applicable), thus reducing diesel consumption for a clean Energy operation e. Sustained efforts to reduce potential pilferage of fuel and electricity at site through a strong governance mechanism in the field. f. Constant monitoring of excessive energy use sites to identify root causes and rectify the same, thereby controlling the excess consumption and conserving Energy. g. Natural cooling is used at select sites to overcome the dependability on Air-conditioners run where ambient temperature compliments the working of the equipment.

Undertaking Proof of Concept trials for introducing new technologies like Li Ion Batteries, as a potential replacement of Lead acid Batteries and Diesel Generators in extremely high dependent tower sites with excessive Energy consumption and such other steps currently under evaluation by the Company. iii) the capital investment on energy conservation equipment:

Not Applicable b. Technology Absorption:

During the year under review, the inflow and outgo of foreign exchange in actual terms were RS.Nil respectively.

The associate base of the Company as on March 31, 2024 stood at 753. For full details / disclosures refer to the Human Resources section in the MD&A Report, which forms part of the Annual Report.

In terms of the provisions of Section 197(12) of the Act read with sub-rules 2 & 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, names and other particulars of the top ten employees in terms of remuneration drawn and the name of every employee who is in receipt of such remuneration as stipulated in said Rules are required to be set out in a statement to this Report. This Report is being sent to the Members excluding the aforesaid statement. In terms of Section 136 of the Act, the said statement is open for inspection at the Registered Office of the Company. Any Member interested in obtaining a copy of the same may write to the Company Secretary at the Registered Office of the Company. None of the employees listed in the said statement is related to any Director of the Company.

Your Directors wish to place on record their appreciation and acknowledge with gratitude the support and cooperation extended by the customers, employees, vendors, bankers, financial institutions, investors, media and both the Central and State Governments and their Agencies and look forward to their continued support.