GTL Ltd

Your Directors present their Thirty Sixth Annual Report together with the Audited Financial Statements for the year ended March 31, 2024.

1. STATE OF THE COMPANY'S AFFAIRS

(Rs in Crores)

The figures for the previous year / current year have been regrouped / rearranged / recast wherever considered necessary

2. RESULTS OF OPERATIONS

The financial highlights of the Company for the financial year under review are as follows:

Total Income is Rs 213.19 Crores as against Rs 192.01 Crores for the previous financial year.

Profit/ (Loss) Before Depreciation, Exceptional Items and Tax (PBDT) is Rs 42.84 Crores as against Rs (38.93) Crores for the previous financial year.

• Profit / (Loss) After Tax (PAT) before Exceptional Items is Rs 37.61 Crores as against Rs (43.22) Crores for the previous financial year.

3. OPERATIONS

As reported in the Directors' Report of last year and earlier years, on account of the adverse circumstances surrounding the telecom and power sectors, the Company's business and profitability got affected, resulting in admission of the Company into Corporate Debt Restructure ("CDR") in July 2011.

As the post CDR developments like cancellation of 122 Nos of 2G licenses by the Supreme Court in February 2012, Cancellation of 20,000 tenancies by Aircel Group in 2014, Suspension of fixed line expansion by BSNL in 2012, cancellation of MSEDCL Contract in November 2014 etc. impacted the ability of the Company to service its debts, understanding the reality of the situation, the Company revised its earlier proposal with a one-time settlement proposal for settlement of the dues of all the lenders by monetization of its assets, business divisions and investments by Slump Sale of Operations and Maintenance; and Energy Management Division, Realisation of Current Assets, Monetization of Investments in GTL Infrastructure Limited ("GIL"), Sale of non-core Assets and Other Current Assets / Investments.

However the industry itself went through challenging times on account of

(a) unsustainable level of debt (due to exorbitant spectrum prices);

(b) Merger / exit of telecom companies resulting in 3 private operators as against 18 a few years ago (due to intense competition, inability to service the debts and incurring of loss by almost all Companies);

(c) Issue of Circular dated February 12, 2018 by RBI inter-alia for withdrawal of CDR and all other restructure Schemes;

(d) Upholding of DoT contention on Adjusted Gross Revenue ("AGR") by the Hon'ble Supreme Court vide its orders dated October, 2019, July 2020 & July 2021; and

e) Closure / Bankruptcy of many of its customers. These developments resulted in an overall set back to the business operations, cash losses, erosion of networth, deterioration of valuation of assets and litigation to the Company.

Still, the Company continued its efforts to arrive at a settlement, based on the Circulars dated February 2018 / June 2019 of RBI. As a result, as stated in the Directors Report of FY 2019-20, based on the decision in the JLF meeting held on July 5 and

6, 2019, all but one bank executed the Inter Creditor Agreement (ICA), as per new circular of RBI dated June 7,2019. Thereafter the lenders also discussed the OTS proposal of Rs 694 Crores of the Company in the JLF meeting held on December 9, 2019 and concluded with a request that individual lenders may start the internal approval process immediately and complete the documentation for OTS / NS by December 31, 2019. Subsequent to the said OTS / NS proposal, the Company has fully cooperated with the lenders to sell Investments / Properties, which resulted in recovery of approximately Rs 1,300 Crores by the lenders. However, in the absence of completion of internal approval process by all the lenders, the OTS proposal could not proceed further and one of the lenders filed an application before NCLT and the same got dismissed vide its order dated November 18, 2022. The said matter is now pending before the National Company Law Appellate Tribunal ("NCLAT"), on appeal by the said lender.

In the meanwhile, the Monitoring Institution, on behalf of all the secured lenders have communicated in January 2024 their ‘In-Principle approval' to the OTS proposal of Rs 375.79 Crores besides pass-through of all pending arbitration proceeds in the agreed ratio subject to the approval by their respective sanctioning authorities and requisite conditions being met by both the Company and the lenders. Out of the above, with the co-operation of the Company, the secured lenders have recovered an amount of Rs 101.01 Crores (excluding Rs 200.64 Crores recovered earlier) in respect hereof through the sale of Company's immovable properties under SARFAESI Act, leaving a balance of Rs 274.78 Crores, against which the Company has deposited Rs 274.78 Crores as on date in the Escrow Account maintained for the said purpose in respect of the current OTS and is awaiting requisite sanction from the secured lenders along with resolutions of NCLAT and Debt Recovery Tribunal related issues. Further, during the month of March 2024, the Company received OTS sanction from one of its secured lenders with certain conditions therein imposed on both the Company and the lender. Subsequent to March 31, 2024 the Company received OTS sanctions from two of its secured lenders again subject to certain conditions to be fulfilled by the Company as well as the lenders. Accordingly, the Company has discharged its primary onus under the Sanction Letter by payment of the amounts to the lenders and is awaiting fulfillment of other conditions set forth by the lenders as well as certain actions to be taken by the lenders under the settlement terms. The sanctions in respect of others are awaited.

It may be clarified that over the years since 2009 - 10, the Company has made aggregate payments of approximately Rs 5,500 Crores to lenders.

The summary of the OTS amount, amount appropriated on sale of assets, amount deposited in Escrow Account and disbursements made to lenders through Escrow Account are as under:

(Rs in Crores)

* In addition to this amount to be paid to the secured lenders, as per terms of Upside Sharing Agreement to be executed with respective lenders upon receipt of sanctions, a significant portion of the proceeds arising on the success of the pending arbitrations in respect of MSEDCL and GIL would be payable to Lenders.

The Company having funded the Escrow Account, the OTS amount in respect of each of the rest of the secured lenders shall be released on receipt of the sanctions from each of them which will pave the way for the resolutions of NCLAT and debt recovery related issues and revival of the Company.

Under the above circumstances, in spite of the Industry launching 5G services and is exploring various opportunities as stated elsewhere in this Report under head ‘Telecom Industry', with only one customer viz. GTL Infrastructure Ltd. ("GIL") and the inability of the said GIL to incur capital expenditure (under the given circumstances) to upgrade and meet the requirements of the developments in the industry, the Company's operations are at the minimum level. In fact,even the closure of the OTS of the Company may not also give rise to the enhancement in the Company's business operations or revenues or profitability, unless its only customer GIL also finds a solution to its pending proceedings before NCLAT / DRT and improve its performance.

4. DEVELOPMENTS

Telecom Industry

India saw the official launch of 5G in October 2022, after three years of its global launch. However the year 2023 saw the largest and fastest nationwide roll out and deeper penetration of 5G, resulting in increase in network capacity, expansion of country's 5G ecosystem and rapid growth of several next generation technologies. The provision of free 5G services coupled with its high speed have resulted in higher consumption of data, leading to increase in users. Telecom has been the conduit for transformation of India into a digital economy. The roll-out of 5G nationwide has acted as a catalyst in further empowering the people of India in all walks of their life. With the operators reporting increase in aggregate revenue during FY 2022-23 compared to the earlier periods and the main players reporting better financial performances during the FY 2023-24, the year 2023 also saw signs of green shoots, after a long period of struggle of the telecom industry. With the operators completing their spectrum purchase in the current financial year, expected completion of 5G roll-out in the next financial year and increase in tariff in the range of 17-19 per cent in June 2024, the operators appear to be having a breathing time. According to the spokesperson of Bharti Enterprises "a realistic number for ARPU would be Rs 300. Without reaching this level, it is not possible to generate sufficient returns on investment in this industry. Additionally, by the time 5G gets rolled out, we will already be looking ahead to 6G and it is in India's interest to be at the forefront of 6G." (tele.net.in - February 2024). However, according to a research note by CareEdge Ratings, "the latest round of tariff hikes undertaken by Reliance Jio, Bharti Airtel and Vodafone Limited could boost their blended ARPU by 15 per cent to Rs 220 in the fiscal year 2024-25, compared to Rs 191 in FY 24" (tele.net.in July 2024). Thus, for a sustainable telecom sector, there is still a gap of Rs 80 in terms of ARPU.

Added to that as per ICRA the Industry's total debt remained elevated at Rs 6.4 lakh Crores as on March 31, 2024. In the last one year all the operators including Vodafone Idea Ltd (Vi) have raised huge funds both through equity and debt. It is said that the artificial intelligence will reshape the dynamics of communication, connectivity and business operations. It can safely be assumed that as in the past, the

5G roll out might be followed by 6G, as work on that front has already commenced. Thus, while the capital expenditure intensity might moderate from 2025 onwards, it can be said that the telecom industry itself may not have come out of the woods, considering the gap in realistic revenue, the debt burden and the need for continuous technological innovation / upgradation in the industry.

Challenges of the Telecom Industry

The Indian Telecom Sector is slowly moving towards a duopoly. While the subscriber base of both Airtel and Jio are increasing, the subscriber base of both Vodafone and BSNL are decreasing. Both Vodafone and BSNL are yet to catch up with Airtel and Jio in upgrading their network to 5G. With ATC entering into a definitive agreement with Brookfield Asset Management sponsored entity for disinvestment of its 100 per cent equity stake by the second half of 2024, both Indus Towers and Brookfield would own around 2,20,000 and 2,53,000 Tower Infrastructure respectively. Thus, with the consolidation of both telecom service and telecom infrastructure, the telecom industry is moving towards duopoly, which is neither good for the industry nor for the economy. The chances of a third operator catching up with both Airtel and Jio looks uncertain. Vodafone has raised Rs 180 billion through Follow on Public Offer and Rs 20 billion through preferential allotment to the Promoter and is in the process of raising the debt component of

Rs 250 billion. Having completed 5G roll-out obligation, it proposes to offer 5G services seven to eight months after securing funds, by which time both Airtel and Jio would be nearing completion of their 5G roll-out. With BSNL raising funds through two 10 year

Government guaranteed bonds and DOT identifying 600 land parcels and buildings owned by BSNL and MTNL for outright sale, BSNL proposes to roll out 4G services from August 2024, far behind both Airtel and Jio. Thus it is high time that the Government intervenes for having at least three service providers and three infrastructure providers in the Telecom Industry for the health of the Industry. Another challenge being faced by the telecom industry is from large traffic generating digital platforms (LTG). While Telecom Service Providers (TSP) make huge investment in infrastructure and networks, in spite of having significant earnings from subscription and advertisement, the LTGs refuse to share their revenue with the TSPs, which is affecting the sustainability and viability of the TSPs. The impact of this would be felt more and more, with the increasing convergence of services and verticals; growing use of artificial intelligence and high definition video streaming by several apps. The need of the hour is a collaborative approach to find a workable solution to this important issue.

Another challenge being faced by the telecom industry is as regards shutting down of 2G and 3G networks, which were designed for basic data and voice usage. They are not capable of supporting high speed data applications. The shutting down of them would also free up more spectrum for 4G and 5G networks. Moreover, the shutdown of 2G and 3G networks is a worldwide phenomenon. While 2G network was shut down by Japan as early as September 2012, 3G network was shut down by Taiwan as early as end 2018. In India while the talks for shut down of 2G has been there in the past few years, a decision on it has not been taken so far. In response to a consultation paper, while Jio, which has not rolled out 2G and 3G networks, has proposed phasing out of 2G and 3G networks, Vodafone which has highest proportion of 2G users has opposed the move on the ground that it would move low-income and marginal consumers away from accessing basic telecom services. Probably once all operators are on 4G and 5G, an amicable solution might be arrived at.

5. GOING CONCERN

The net-worth of the Company has got eroded during the last few years. The Company's current liabilities are higher than its current assets. However, for the reasons stated above under the head "Operations", the Management is of the view that it would be in a position to revive the Company and continue its operations. Hence, it continues to prepare its Financial Statements on a going concern basis.

6. DIVIDEND

In view of the accumulated losses in the last few years and the dividend restrictions imposed by the lenders, your Directors express their inability to recommend any dividend on the paid up Equity and Preference Share Capital of the Company for the financial year ended March 31, 2024.

7. SHARE CAPITAL AND NON-CONVERTIBLE DEBENTURES (NCDS)

(i) Equity:

There is no change in Equity Capital due to allotment of shares or otherwise during the year under review. As such, Equity Capital of the Company at the beginning of the year and at the end of the year stood at Rs 157.30 Crores (157,296,781 Equity shares of face value of Rs 10 each).

The Company has only one class of equity share. Thus, the details required to be furnished, for equity shares with differential rights and / or sweat equity shares and / or ESOS, under the Companies (Share Capital and Debentures) Rules, 2014 are not furnished.

(ii) Preference:

As the Preference Shareholder did not exercise its right for conversion of the preference shares into equity within the stipulated time period, there will not be any impact on the Company's equity capital.

(iii) NCDs:

During the FY 2009-10, the Company had privately placed 14,000 Rated Rupee denominated Redeemable Unsecured NCDs of the face value of Rs 10 Lakhs each aggregating to Rs 1,400 Crores. Further, based on the consent terms filed by both parties before the Hon'ble Bombay High Court on March 19, 2018 and the order passed thereon, the winding up petition got disposed of. The NCD holder has also signed the Inter-Creditor Agreement for settlement, subject to secured lenders approval.

8. FIXED DEPOSITS

There are no unclaimed deposits lying with the Company and during the year under review, the Company has not accepted any fresh fixed deposits either from the Public or from its Shareholders.

9. CHANGES IN THE BOARD AND KEY MANAGERIAL PERSONNEL

The Board of Directors, subject to necessary approvals re-appointed Mr. Sunil S. Valavalkar (DIN: 01799698) as a Whole- time Director w.e.f. December 16, 2023 for a period of 3 years at their meeting held on August 26, 2023, based on the recommendation of the Nomination & Remuneration Committee. During the year, the Members of the Company gave their consent for the said re-appointment in the last AGM held on September 26, 2023.

Mrs. Siddhi M. Thakur was appointed as an Additional Director in the capacity of Non-Executive Non-Independent Director of the Company w.e.f. April 1, 2023 to which the shareholders gave their consent through Postal Ballot concluded on May 15, 2023.

Mrs. Siddhi M. Thakur retires by rotation at the ensuing Annual General Meeting ("AGM") and being eligible offers herself for re-appointment.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors vide its Resolution dated August 14, 2024 appointed Ms. Jyotisana S. Kondhalkar (DIN: 10729811) as an Additional Director of the Company under Section

161 of the Companies Act 2013 ("the Act"); and as an Independent Director of the company under Section 149 of the Act for a term of five consecutive years w.e.f. August 14, 2024 to August 13, 2029 (both days inclusive), subject to approval of the Shareholders at the ensuing AGM. Resolutions seeking Shareholders approval for the appointment / re-appointment of Mrs. Siddhi M. Thakur and Ms. Jyotisana S. Kondhalkar along with other required details form part of Notice of AGM.

There are no changes in the Key Managerial Personnel.

10. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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 percentage increase in remuneration of each Director, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:

# Since Non-executive Directors received no remuneration except sitting fees, the required details are not applicable

* Considered CTC for calculation.

(ii) The percentage increase in the median remuneration of employees in the financial year: 12.4%

(iii) Number of employees: The number of employees of the Company and its Associates are 1,553 as on March 31, 2024. (iv) Average percentage increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile 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 7.7%. During the year, the Company has paid remuneration to Mr. Sunil Valavalkar – Whole time Director as per his terms of appointment, which were approved by the Shareholders of the Company and within the limits of the Act.

(v) Affirmation that the remuneration is as per the remuneration policy of the Company: The Company affirms that the remuneration is as per remuneration policy of the Company.

11. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of the provisions of Section 134(3)(c) of the Act, the Board of Directors, to the best of their knowledge and ability, in respect of the year ended March 31, 2024, confirm that: i) in the preparation of the annual accounts, the applicable accounting standards had been followed and there are 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 profit / 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.

12. DECLARATION BY INDEPENDENT DIRECTORS

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.

13. POLICY ON DIRECTORS' APPOINTMENT & REMUNERATION ETC.

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

14. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors has carried out annual evaluation of its own performance, Board Committees and individual Directors, pursuant to the provisions of the Act and Securities & Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

The performance of the Board and its Committees were evaluated by the Board after seeking inputs from the Board / Committee members on the basis of the criteria such as composition of the Board / Committees and structure, effectiveness of Board / Committee processes, providing of information and functioning etc. The Board and Nomination & Remuneration Committee also reviewed the performance of individual Directors on the basis of criteria such as attendance in Board / Committee meetings, contribution in the meetings, qualification, experience, knowledge, competency, contribution & integrity, independence & their independent views and judgment etc.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman were evaluated, taking into consideration views of Executive and Non-Executive Directors.

15. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report ("MD&A Report") for the year under review, as stipulated under Regulation 34 read with Schedule V to the Listing Regulations, is presented in a separate section forming part of this Annual Report.

16. CORPORATE GOVERNANCE & VIGIL MECHANISM

A separate Corporate Governance Report on compliance with Corporate Governance requirements as required under Regulation 34(3) read with Schedule V to the Listing Regulations forms part of this Annual Report. The same has been reviewed and certified by M/s. GDA & Associates, Chartered Accountants, the Auditors of the Company and Compliance Certificate in respect thereof is given in Annexure A to this Report.

The Company has formulated a Whistle Blower Policy, details of which are furnished in the Corporate Governance Report, thereby establishing a vigil mechanism for directors and employees for reporting genuine concerns, if any.

17. RISKS

The major risks faced by your Company have been outlined in the MD&A Report and Note no. 43 of the Financial Statements to allow stakeholders and prospective investors to take an independent view. We strongly urge stakeholders / investors to read and analyze these risks before investing in the Company.

18. CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility ("CSR") Policy of the Company and other details are furnished in Annexure B of this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Company undertakes, when permissible, various projects directly and / or through "Global Foundation, a Public Charitable Trust. For the CSR initiatives reference may be made to MD&A Report under the caption "Corporate Social Responsibility". The CSR Policy is available on the Company's website www.gtllimited.com.

19. AUDIT COMMITTEE

The details in respect of composition of the Audit Committee are included in the Corporate Governance Report, which forms part of this Annual Report.

Auditors

M/s. GDA & Associates (FRN: 135780W), Chartered Accountants, were re-appointed as Auditors at the Thirty Fourth (34th) AGM to hold office from conclusion of the said meeting till the conclusion of the Thirty Ninth (39th) AGM. Accordingly, they continue to be in office for FY 2024-25.

Cost Auditors

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

Auditors' Report

As regards the Auditors' modified opinion and emphasis of matters, the Board has furnished required details / explanations in Note 32.1 & 22.3 and Note 49, 35.1 & 47 of Notes to financial statements respectively.

Secretarial Auditors' Report

The Secretarial Audit report and the Secretarial Compliance Report are given in Annexure C and Annexure D respectively.

Compliance with Secretarial Standards

The Company has complied with applicable Secretarial Standards as prescribed by the Institute of Company Secretaries of India.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has neither made any investments nor given any loans during the FY 2023-24. As regards Guarantees and Investments reference may be made to Note 39C and 7 of the Financial Statements respectively.

22. PARTICULARS OF RELATED PARTY TRANSACTIONS

During the year under review, your Company has not entered into any material contracts or arrangements or transactions with any related party either at arm's length or otherwise as referred in Section 188(1) of the Act read with the rules made thereunder. Accordingly, the statement pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules 2014 giving the particulars of contracts or arrangements with related parties referred to in section 188 (1) of the Act, is not enclosed as a part of this Report.

For full details of Related Party Disclosures reference may be made to note nos. 40.1 and 40.2 of the Financial Statements of the Company.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website www.gtllimited.com. None of the Directors has any pecuniary relationships or transactions vis-?-vis the Company.

23. 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.

24. SUBSIDIARIES

The Company does not have any subsidiary company. Hence, a statement pursuant to provisions of Section 129(3) of the Act in Form No. AOC-1 is not furnished.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO a. Conservation of Energy:

The company provides Operations, Maintenance and Energy Management services to its customer and by virtue of the same, energy efficiency, conservation and its optimal utilization are its key deliverables. As a result, the Company continues its focus and efforts towards implementing and operating various energy related initiatives to fulfill its objectives.

i) the steps taken or impact on conservation of energy: a. Implementation of App based Work Force Management (WFM) for improving network performance, optimizing energy usage through regular monitoring. Proper planning of the Energy Consumption Cycle thus ensuring effective management of energy costs and consumption. b. Advising customer for implantation of Battery sensing based device for the control of excessive or unwarranted burn of energy during EB curtailments, proper check and balance on the power consumed vis ? vis operating load and periodic maintenance, both preventive and corrective of power assets. c. Monitoring function of Li-Ion Battery at few sites to observe the long term durability EB availability condition and its impact on sizing of EB capacity. d. Constant monitoring of excessive energy use sites to identify root causes and rectify the same, thereby controlling the excess consumption for conserving Energy. e. Reviewing SMPS & Generator Control Unit (GCU) readings based measurement with Run Hours, Actual Energy Consumed along with Customer wise Load Measurement to monitor actual consumption and recovery from customer. f. Providing solution for installing the advanced Battery Bank like HCT Batteries to enable reduction in energy consumption and resultantly saving cost of energy. ii) the steps taken by the Company for utilizing alternate source of energy: Not Applicable iii) the capital investment on energy conservation equipment: Not Applicable b. Technology Absorption :

c. Foreign exchange earnings and Outgo:

During the year under review, there are no foreign exchange earnings and the foreign exchange outgo.

26. INTERNAL FINANCIAL CONTROL SYSTEM

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

27. HUMAN RESOURCES

Our employees and associate base stood at 1,553 as on March 31, 2024 as against 1,612 as on March 31, 2023. For full details refer to the Human Resources write up in the MD&A Report, which forms part of this Annual Report.

28. ANNUAL RETURN AS ON MARCH 31, 2024

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 http://www.gtllimited.com/ind/inv_info.aspx

29. NUMBER OF BOARD MEETINGS HELD DURING THE FY 2023-24

10 (Ten) meetings of the Board were held during the year, details of which are furnished in the Corporate Governance Report that forms part of this Report.

30. PROMOTER

Mr. Manoj G. Tirodkar is the Promoter of the Company.

31. PARTICULARS OF EMPLOYEES

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is forming part of this report. Further, the report and the accounts are being sent to the

Members excluding the aforesaid statement. In terms of Section 136 of the Act, the said statement is open for inspection and any Member interested in obtaining a copy of the same may write to the Company Secretary. None of the employees listed in the said statement is related to any Director of the Company.

32. ACKNOWLEDGEMENT

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