GTL Annual Report

REF: GTL/CS-SE/2024-25/22 August 21, 2024
Department of Corporate Services Corporate Communication Department

BSE Limited National Stock Exchange of India Ltd.
Phiroze Jeejeebhoy Towers, Exchange Plaza, 5th Floor,
25th Floor, Dalal Street, Plot No. C/1, G Block,
Fort, Mumbai 400 001. Bandra Kurla Complex,
Bandra (East), Mumbai 400 051.
(BSE Code: 500160 NSE Symbol: GTL ISIN: INE043A01012)
Dear Sills,
Sub: Annual Report for year ended March 31, 2024 along with Notice of 36th Annual
General Meeting
Pursuant to Regulation 34 (1) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, we are enclosing herewith
the 36th Annual Report for the year ended March 31, 2024 along with the-Notice of the 36th
Annual General Meeting.
We request you to take the above on your records.
Thanking you,
Yours faithfully
For GTL Limited
DEEPAK
Digitally signed by: DEEPAK
ARUN KELUSKAR
DN: CN = DEEPAK ARUN
SUNIL Digitally signed by SUNIL SADANAND VALAVALKAR
DN: c=IN, st=Maharashtra,
2.5.4.20=af091ae579eca64ebaafcafd8768057c4aaf2432
ARUN
81f2f325b2e6eb5f2941a17b, postalCode=400063,
KELUSKAR C = IN O =
SADANAND
street=18/B Dhavalgiri Sonawala Road , Goregaon East ,
Mumbai,
Personal pseudonym=3a98af3117a74fedb3430ba1d4ca7445,
KELUSKAR
serialNumber=4b4f706acb39849e2c002e6f60de7f9d71
Date: 2024.08.21 19:25:40 +
VALAVALKAR
752ede4d6c09dceb4fbfbabb2ef00a, o=Personal,
05'30' cn=SUNIL SADANAND VALAVALKAR
Date: 2024.08.21 18:11:05 +05'30'
Deepak A. Keluskar Sunil Valavalkar

Company Secretary Whole-time Director
Encl. as above
Note: This letter is submitted electronically with BSE & NSE through their respective web-portals.
GTL LIMITED
Corp Off: 412 Janmabhoomi Chambers 29 Walchand Hirachand Marg Ballard Estate Mumbai - 400 001 India
Tel: +91-22-2271 5000 Fax: +91-22-2271 5332
Regd Off: Global Vision Electronic Sadan - II MIDC TTC Industrial Area Mahape Navi Mumbai - 400 710 India
Tel: +91-22-2761 2929 Fax: +91-22-2768 9990 www.gtllimited.com CIN: L40300MH1987PLC045657
V'
MN
GTL LIMITED
36TH
ANNUAL
REPORT
2023-24
CORPORATE INFORMATION
BOARD OF DIRECTORS
Mr. D. S. Gunasingh Independent Director - Chairman
Mr. Sunil S. Valavalkar Whole-time Director
Mr. Navin J. Kripalani Independent Director
Dr. Mahesh M. Borase Independent Director
Ms. Sanjana S. Pawar Independent Director
Mrs. Siddhi M. Thakur Director
Ms. Jyotisana S. Kondhalkar Additional / Independent Director (w.e.f. August 14, 2024)
COMPANY SECRETARY & COMPLIANCE OFFICER

Mr. Deepak A. Keluskar
CHIEF FINANCIAL OFFICER

Mr. Milind V. Bapat
AUDITORS
M/s. GDA & Associates, Chartered Accountants
MONITORING INSTITUTION
IDBI Bank Limited
NCD / ECB
Lead / Managed by Standard Chartered Bank
REGISTERED OFFICE REGISTRAR & SHARE TRANSFER AGENT

GTL Limited Bigshare Services Pvt. Ltd.
“Global Vision”, Electronic Sadan-II, Office No. S6-2, 6th Floor,
MIDC, TTC Industrial Area, Mahape, Pinnacle Business Park, Next to Ahura Centre,
Navi Mumbai - 400 710, Maharashtra, India. Mahakali Caves Road,
Tel: +91 22 2761 2929 Andheri (East), Mumbai-400093, Maharashtra, India.
Fax: +91 22 2768 9990 Tel: +91 22 6263 8200 Extn: 221-222
Email: gtlshares@gtllimited.com Fax: +91 22 6263 8299
Website: www.gtllimited.com Email: investor@bigshareonline.com
CIN: L40300MH1987PLC045657 Online form based investor correspondence link:
https://www.bigshareonline.com//InvestorLogin.aspx
36th Annual Report 2023-24

FINANCIAL SNAPSHOTS
(` in Crores)
Particulars FY 2023-24 FY 2022-23
Total Income 213.19 192.01
Net Sales and Services 201.92 186.41
Depreciation 5.23 4.30
Profit / (Loss) before Exceptional Items and Tax 37.61 (43.22)
Exceptional Items 173.19 100.43
Profit / (Loss) after Exceptional Items but before Tax 210.80 57.21
Profit / (Loss) After Tax 210.80 57.21
Other Comprehensive Income for the year (0.17) (0.12)
Profit / (Loss) after Other Comprehensive Income 210.63 57.09
Equity Capital 157.30 157.30
Other Equity (6,178.65) (6,389.28)
Net Worth (6,021.35) (6,231.98)
Net Fixed Assets 29.97 51.01
Total Assets 205.45 257.86
DISCLAIMER: The information and opinions contained in this report do not constitute an offer to buy any of GTL Limited’s (GTL) securities, businesses, products
or services. The report also contains forward-looking statements, qualified by words such as ‘expect’, ‘plan’, ‘estimate’, ‘believe’, ‘project’, ‘intends’, ‘exploit’ and
‘anticipates’, and words of similar substance in connection with any discussion of future performance, that we believe to be true at the time of the preparation of the
report. The actual events may differ from those anticipated in these statements because of risk, uncertainty or the validity of our assumptions and we do not guarantee
that these forward looking statements will be realised, although we believe that we have been prudent in our assumptions. GTL does not take on any obligation to
publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. The Trade Marks, Service Marks and Logos of various
Companies used in the report belong to the respective owners only and have been used in the report for representation purpose only.
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36th Annual Report 2023-24 1

CONTENTS
FINANCIAL SNAPSHOTS 01
MANAGEMENT DISCUSSION & ANALYSIS

• Business Snapshot 03
• Industry Structure and Developments 03
• Opportunities and Threats 05
• Outlook 06
• Segment wise performance 06
• Discussion on Financial performance with
respect to operational performance 07
• Risks and Concerns 08
• Internal Control Systems and their Adequacy 10
• Human Resources 11
• Corporate Social Responsibility 13
DIRECTORS’ REPORT 15
CORPORATE GOVERNANCE REPORT 33
FINANCE SECTION
• Independent Auditors’ Report 44
• Statement of Impact of Audit Qualifications 55
• Balance Sheet 56
• Statement of Profit and Loss 57
• Statement of Changes in Equity 58
• Statement Cash Flow 59
• Notes to Financial Statements 61
NOTICE OF AGM 99
2 GTL Limited
MDA DR CG FINANCE

At the outset, shareholders are requested to read the broadband facility, wireless network and mobile security-
Management Discussion and Analysis along with other sections related services to businesses.
of the Annual Report for having a full understanding. Mobile telecom services revenue includes income earned
BUSINESS SNAPSHOT via. mobile data usages such as SMS, mobile data access,
mobile phone calls, etc. Mobility segment i.e., wireless
GTL Limited (“GTL”/ “the Company”), is a Network Services and mobile subscription services also contribute to the
Company, offering services and solutions to address the Network revenue of telecom companies. These companies charge
Life Cycle requirements of Telecom Operators and Tower from big multinationals for premium services such as video
Companies. Currently it has GTL Infrastructure Limited (“GIL”), conferencing and high-security private networks. Telecom
an IP 1 License Category Tower Company as its Customer. Its companies also source revenue from other telecom
network services portfolio includes Network Operations and companies by providing them with network connectivity.
Maintenance; and Energy Management as under:
Satellite broadband, is a wireless internet connection
Network Operations and Maintenance provided through communication satellites orbiting the
GTL provides network operations and maintenance services Earth. It, being independent of location, can be accessed
that deliver assured network uptime and availability to its from anywhere within the range of satellites providing
customer. These services include: global coverage to its users. Satellite internet is gradually
• Corrective and preventive maintenance of the network gaining popularity in the world and big internet companies
• Capex sizing and planning services are entering this space to offer faster internet network.
• Remote monitoring and trouble ticketing ii) Telecom Infrastructure providers
• Technical support and process management The Telecom Infrastructure providers can be classified as
Energy Management under:
Telecom Networks require uninterrupted access to power for • Towers owned by telecom operators.
seamless operation. Management of Energy (Power and Fuel) • Towers owned by government operators.
plays an important role to ensure reliable network operations • Towers owned by independent tower companies.
at optimum costs.
Telecom towers form the backbone of wireless networks
GTL’s Energy Management Solutions provide high availability of and provide last mile connectivity to subscribers. Tower
power to telecom sites efficiently. They are delivered through – requirements usually depend on Network Coverage (which,
• Technical audit for optimum power consumption in turn, depends upon geographical area, population
• Monitoring utilization of sources of energy and plugging density and spectrum bands) and Network Capacity i.e.
leakage thereof maturity of wireless industry, cellular and data penetration
• Driving modernization with energy efficient equipment and and data usage per subscriber, quantum of spectrum and
• Integrating non-traditional or alternate sources of energy wireless data technology (whether it is 2G/3G/4G/5G).
with reduced Carbon dioxide footprint Business Model of Telecom Infrastructure Providers
For further details on the various steps taken by the Company As the number of tenants on a tower increase, tower
in implementing and operating various energy conservation companies (“TowerCos”) are able to generate incremental
measures, members are advised to refer to the write up under revenue and EBITDA. The key driver of tower revenue growth
the head ‘Conservation of Energy’ in the Directors’ Report. is tenancy. Apart from tenancies, TowerCos revenues are
INDUSTRY STRUCTURE AND DEVELOPMENTS also influenced by the pricing charged per tenant. Operating
cost components for the tower business are site rentals,
Industry Structure repairs and maintenance, security charges, insurance and
Telecom Industry comprises of Telecom Equipment Suppliers, cost of outsourced resources. As major expense items are
Telecom Service Providers and Telecom Infrastructure Providers. fixed in nature, cost for additional tenant is minimal. Hence,
i) Telecom Service Providers comprise of: the tenancy ramp-up results in a significant percentage of
• Telecom Operators / Mobile Service Providers incremental revenues, ROI and cash flow. To gain market
penetration and 4G + 5G network expansion at optimal cost,
• Broadband Service Providers.
Telcos continued to rent towers from TowerCos, thereby
• Internet Service Providers considerably reducing costs while allowing them to focus
• Mobile Virtual Network Operators on their core. Renting towers from TowerCos enabled these
• Satellite Service Providers Telcos to go to market within a short time.
Business Model of Telecom Service Providers GTL’s Business: As stated above, GTL currently provides
Telecom companies generate revenue via. subscription Network Services namely Operations and Maintenance;
mobile services, fixed landline, wireless broadband and and Energy Management (“OME”) to GIL, a telecom
satellite services. These companies offer a high-speed infrastructure Company.

Industry Developments determining that the older 2G and 3G technologies, as well

Telecom Industry Scenario as the spectrum allocated to them, should be phased out
for faster and more efficient 4G/LTE and 5G networks. This
• Telecom Revenues transition is typically referred to as the “2G and 3G sunset”.
The telecom sector’s revenue for FY24 reached US$ 28.70
billion (` 2,39,900 Crores), an 87% increase from the The 2G network shutdown has been in talks in India for
lowest point of FY19, shortly after Reliance Jio’s launch, the past few years……… Any decision to shut down older
and about 40% higher than the historical highs of FY16, technologies must be taken after considering the interest
before Jio began commercial operations, according to of consumers, as is being done in the case of 3G. (Source:
CLSA. Jio and Airtel, continuing to gain subscribers at Tele.net – March 1, 2024)
the expense of Vodafone Idea, collectively controlled 78% • 4G Coverage
of sectoral revenue, projected to rise to 83% by FY26.
There has been a significant change in the way telecom
Vodafone Idea’s revenue market share (RMS) dropped
services are being rolled out. Earlier, there was a narrative
by 130 basis points in FY24 to 15.7%, with revenue flat
that telecom services could never reach rural areas, but
at US$ 4.51 billion (` 37,700 Crores). In contrast, Bharti
today, our 4G footprint covers close to 99 per cent of the
Airtel’s revenue grew by 12% YoY to US$ 10.61 billion
country. Around $ 4.8 billion has been allocated to saturate
(` 88,700 Crores), resulting in an RMS of 37%. In comparison,
the country with 4G coverage, enabling more citizens to
Jio saw a 10% revenue increase to US$ 11.86 billion
access the benefits of high-speed internet connectivity.
(` 99,200 Crores), or an RMS of 41.4%. CLSA noted that
Vodafone Idea’s lower 5G spectrum holdings and delayed India has approximately 773 million 4G subscribers. This
rollout could prompt further market share consolidation by significant base highlights the extensive reach of 4G services
RJio and Bharti. (Source: www.ibef.org – June 21, 2024) across the country, driven by major telecom providers like
Reliance Jio, Bharti Airtel, and Vodafone Idea. (Source: Tele.
• Spectrum Auction
net – February 16, 2024 & www.ibef.org – March 27, 2024)
Spectrum auction, conducted by the Department of
Telecommunications (DoT) on June 25, 2024 – A total • 5G Coverage
quantum of 141.4 MHz (26.5 per cent) from the balance India has around 159 million 5G subscribers, achieving a
533.6 MHz spectrum of worth ` 113.4 billion was sold. penetration rate of 15% of the country’s mobile user base. This
In 2024, auction has seen activity in 900 MHz, 1800 MHz, number is expected to grow significantly, potentially reaching
2100 MHz and 2500 MHz. over 490 million subscribers by 2028, which would represent a
All the three Telecom Service Providers (TSPs), including 42% penetration rate. (Source: www.ibef.org – March 27, 2024
Bharti Airtel (Airtel), Reliance Jio Infocom Limited (Jio) and & www.business-standard.com – January 12, 2024)
Vodafone Idea Limited (Vi) have successfully bid and taken • Reliance Jio and Bharti Airtel gained Subscriber
spectrum in this auction also for growth and continuity of
services. (Source: Tele.Net – June 27, 2024) Reliance Jio and Bharti Airtel gained 2.2 million and 1.25
million subscribers respectively in May 2024. The user base
• Indian Telecommunication Act 2023 of Jio and Airtel expanded to 474.62 million and 387.77
The new Indian Telecommunications Act, 2023 was passed million, respectively. (Source: Tele.net – July 17, 2024)
by Parliament in December 2023. The new Act replaces the • Satellite Communication
Indian Telegraph Act, 1885 and the Indian Wireless Telegraphy
Act, 1933. The repealed laws were enacted way back in Telecom Regulatory Authority of India (TRAI), has reportedly
history when communication technology was in its infancy. noted that satellite technology will have a vital role in enhancing
connectivity in remote regions. As per the Indian National
The Act provides legal framework for efficient utilisation Space Promotion and Authorisation Centre (IN-SPACe), all
of scarce spectrum through processes such as secondary space start-ups are working on deep technologies (deeptech)
assignment, sharing, trading, leasing and surrender of and exploring new opportunities. In addition, the investment
spectrum. It also enables the utilisation of spectrum in a outlook is highly positive with the private space sector in India
flexible, liberalised and technologically neutral manner. having received $135 million in investment in 2023. (Source:
It also empowers the government to establish an telecom.economictimes.indiatimes.com – June 27, 2024)
enforcement and monitoring mechanism for the purpose.
Furthermore, one more aspect that is being covered in • New advances in Energy Management
the latest notification is the focus of the government on Valve-regulated lead acid (VRLA) batteries have been widely
increasing efficiency in spectrum utilisation and various used in the telecommunications industry as backup power
modes of achieving the same like secondary assignment, sources, but suffer from premature capacity loss and potential
sharing/trading etc. (Source: Tele.Net – July 8, 2024) thermal runaway in high-temperature environments.
Key Developments Lithium-ion (Li-ion) batteries offer several advantages
• Global Trend Towards 2G & 3G Shutdown over VRLA batteries for telecom backup applications:
The 2G/3G shutdowns are part of a global trend. Mobile - Higher energy density (2-3 times higher than VRLA)
Network Operators (MNOs) and governments are - Smaller footprint and lighter weight
4 GTL Limited
MDA DR CG FINANCE
- Steady state float current independent of temperature –

Bharat Net Project: A major push towards rural
- Reduced risk of thermal runaway at high temperatures connectivity, ensuring broadband access in rural areas.
- No voltage drops during discharge (no risk of premature –
Public Sector Units (PSUs): Substantial investments
disconnection) in public sector telecom companies such as Bharat
Sanchar Nigam Limited (BSNL) and Mahanagar
- The 48V60 Li-ion battery presented in the work
Telephone Nigam Limited (MTNL), with ₹82,916.20
consists of prismatic cells with 60 Ah capacity at the
Crores specifically earmarked for BSNL.
8-hour discharge rate. (Source : www.vertiv.com)
–
Technology Upgrades: Continued emphasis on the
• Solarisation development and deployment of 5G infrastructure and
The telecommunications sector is increasingly prioritizing other advanced telecom technologies. This funding
sustainability, with solarising telecom sites emerging as a aims to enhance digital infrastructure, promote
key strategy. This shift promises greener, more resilient connectivity in underserved areas, and support the
infrastructure but comes with challenges and opportunities. modernization of the telecom sector. (Source: EY-
Telecom towers and network infrastructure heavily rely July 23, 2024)
on conventional power sources, contributing significantly • BSNL and BharatNet
to carbon emissions. Sustainable and reliable power

Around 150,000 optical fibre/broadband connections are
solutions are needed to meet the growing demand for
being provided in the rural areas. As of September 2023,
connectivity, especially in remote and off-grid areas.
out of 644,131 villages in the country, approximately
Solarising telecom sites is a transformative opportunity 616,300 villages are covered with mobile connectivity,
for a sustainable future, offering benefits like reduced achieving a coverage rate of 95.7 per cent. The government
emissions, lower operational costs, and extended has planned 41,160 towers to be set up in uncovered areas
connectivity. Despite the challenges, the adoption of
to provide connectivity to over 54,000 villages, entailing
solar energy can enhance the environmental footprint
an investment of ` 413.31 billion. It plans to invest an
and drive growth and innovation in the telecom sector.
additional $13 billion in the BharatNet project to boost
(Source: www.vertiv.com - April 16, 2024)
connectivity and provide affordable internet services to all.
Future of the telecom industry About $8.5 billion has already been invested in this project,
• IoT Integration: The Internet of Things (IoT) is another bringing the total to over ` 1 trillion.
frontier that the telecom industry is poised to conquer. The
The progress can be attributed to the work done by Bharat
interconnectivity of devices, from smart homes to industrial
Sanchar Nigam Limited (BSNL), which has now become
sensors, relies on robust telecom networks. The ability to
profitable. BSNL’s 4G and 5G technology stack was
facilitate seamless communication between devices will
be a key determinant of success in the IoT era. developed within the country, making India among the five
countries across the globe to have successfully developed
• AI and Automation: Artificial Intelligence (AI) and automation are end-to-end telecom technology. The government has
reshaping how telecom services are delivered. From predictive
a clear commitment to ensure the growth and revival of
maintenance of network infrastructure to chatbots handling
BSNL and position it as an important market stabilising
customer queries, AI enhances efficiency. Telecom companies
force. (Source: By Minister of Communications – Tele.net
integrating AI will optimize operations and enhance customer
experiences. AI has shaped the sector as demand for faster, more – February 16, 2024)
reliable, and efficient communication networks rises. (Source: • Small Cell Deployment
www.linkedin.com - February 16, 2024)
To meet the escalating demand for connectivity in urban
• 6G Technology : The government released the Bharat 6G areas, the deployment of small cells is emerging as a
Vision document to design, develop and deploy 6G network prominent trend in the Telecom Towers Market. Small cells
technologies. The Bharat 6G Alliance, a collaborative platform are compact, low-powered cellular stations that enhance
of domestic industry, academia, national research institutions network capacity and coverage in high-traffic locations.
and standards organisations, is working towards enabling India Integrating small cells with existing macro cell towers
to become a leading global supplier of intellectual property (IP), contributes to network densification, ensuring a more
products and solutions. (Source: Tele.net – February 16, 2024) robust and reliable communication infrastructure.
OPPORTUNITIES AND THREATS • IoT Connectivity Requirements
OPPORTUNITIES: The growing proliferation of IoT devices is influencing the
• Budget Allocation for 2024-2025 design and deployment of telecom towers. The Telecom
Towers Market is witnessing a surge in demand for towers
The Indian government has allocated ₹1.29 lakh Crores
capable of supporting the connectivity requirements of a
to the telecom sector. This allocation includes significant
myriad of IoT devices. From smart cities to industrial IoT
funding for various projects and entities under the
applications, telecom towers are evolving to accommodate
Department of Telecommunications. Key components of
the diverse needs of the expanding IoT landscape.
this budget include:

• Autonomous and Remote Towers: OUTLOOK

The continuous progress in technology, with a particular As reported elsewhere in the Annual Report, on account of adverse
focus on the realms of artificial intelligence (AI) and circumstances surrounding telecom and power sectors, the
automation, is actively laying the foundation for the Company’ business and profitability got, resulted in admission
emergence of autonomous and remote towers within the of the Company into CDR in 2011. Subsequently, post CDR, on
telecommunications landscape. This innovative paradigm account of cancellation of 122 2G licenses by the Supreme Court,
allows for the monitoring, management, and maintenance cancellation of 20,000 tenancies by Aircel Group (the major
of towers from remote locations, thereby significantly customer of the Company in 2014) and other related developments,
diminishing the necessity for physical visits and on-site realising the difficulty in adhering to the restructure proposal under
maintenance interventions. This transformative trend not the CDR, the Company submitted an OTS proposal in 2014. While
only contributes to heightened operational efficiency but the lenders were taking their time in responding to the proposal,
also effectively tackles the challenges commonly linked the telecom industry got into its worst time resulting in reduction
to reaching and managing sites that are either situated of the telecom operators from 18 to 3 private operators. Also, RBI
in remote areas or present difficulties in accessibility. withdrew its circulars on CDR and other restructure schemes.
(Source: verified.com – April 16, 2024) Under such circumstances, the Company submitted revised OTS
India’s telecom tower industry stands to benefit from these proposal, which though accepted by the lenders in-principal could
trends. The rollout of 5G infrastructure, adoption of green not be implemented on account of delay / non issue of sanction
energy solutions, and deployment of small cells in urban areas by some of the lenders, which resulted in filing of Application by
present significant growth opportunities. Embracing edge one of the lenders before National Company Law Tribunal (“NCLT”).
computing and tower-sharing models can optimize costs and The said Application, which got dismissed in November 2022 is
enhance services. Addressing the connectivity needs of IoT now pending before National Company Law Appellate Tribunal
devices and leveraging autonomous towers can further drive (“NCLAT”). In the meanwhile, in response to the proposal of the
efficiency and innovation in the sector. By capitalizing on these Company, the Monitoring Institution has communicated its In-
trends, telecom tower Company’s in India can lead the market’s principal approval for an OTS, subject to approval by individual
evolution. lenders. The Company has funded agreed OTS amount (after
adjusting the sale proceeds of the Assets), in an Escrow Account,
THREATS: out of which disbursement has been done in respect of three of
Following challenges may be faced by telecom operators the lenders based on their sanctions. The sanctions of rest of the
in future. secured lenders and solutions related to NCLAT / Debt Recovery
Tribunal (“DRT”) are awaited.
• Material theft: The Department of Telecommunications
(DoT) has urged enforcement units to alert all state police Having fully funded the Escrow Account, while the Company is
departments across India to clamp down on the rampant positive in settling the dues of the secured lenders as per the
theft of critical network gear. The theft has triggered OTS and coming out of the long pending problem, the delay /
around ` 8 billion of losses for telcos, disrupted 4G/5G non issue of sanctions by individual secured lenders in the
expansions and impacted quality of mobile coverage. The past in respect of earlier OTS, makes the Company to be more
Reliance Jio, Bharti Airtel and Vodafone Idea Limited (Vi) cautious in giving too much of a positive statement as regards
sought the government’s intervention, saying they were closure of OTS.
facing huge losses and heavy additional replenishment
costs amid rising incidence of network gear theft across That apart, as of now, the Company has got only one customer viz.
India. (Source: Tele.net – May 31, 2024) GIL, which is also facing the financial difficulties and has pending
resolutions before NCLAT / DRT. Further while GIL was part of the
• Regulatory Hurdles: The telecom sector in India same group of the Company in the past, presently the shareholding
has often grappled with regulatory challenges. Rapid of the Promoter has come down drastically and 96.68% is being
changes in policies, licensing issues, and spectrum held both by the Institutions and Public and hence GIL is not a part
allocation complexities pose hurdles for industry players. of the same group. Thus, in the given situation, the Company is
Navigating this regulatory landscape demands agility and not certain about the solution that could be arrived at by GIL, the
adaptability. outcome of which could affect the performance of the Company.
• Infrastructure Development: While urban areas enjoy
robust telecom infrastructure, rural penetration remains Thus, while the Company would continue to take steps for early
a challenge. Building and maintaining a comprehensive revival of the Company; track industry developments closely
network in remote areas demand significant investments. to align with market and customer developments; and explore
Bridging this urban-rural digital divide is crucial for the new opportunities in the telecom sector, the stakeholders have
industry’s sustainable growth. (Source: www.linkedin.com to keep in mind the above developments.
February 16, 2024 & netsuite.com June 12, 2024)
SEGMENT WISE PERFORMANCE
The above challenges faced by the Telecom Operators / Tower
Companies will affect the growth opportunities for the Tower The Company is engaged in the business of providing “Network
Companies which will in turn adversely affect companies Services” only. Accordingly, the performance of the Company
rendering services to them. from Network Services business is presented below.
6 GTL Limited
MDA DR CG FINANCE
DISCUSSION ON FINANCIAL PERFORMANCE WITH Other Equity

RESPECT TO OPERATIONAL PERFORMANCE
Particulars ` in Crores
The Financial Analysis of the FY 2023-24 is as under:
As at March 31, 2023 (6,389.28)
Profit & Loss Account Items
Movement in Other Equity 210.63
Revenue
As at March 31, 2024 (6,178.65)
Revenue in FY 2023-24, stood at ₹ 201.92 Crores as compared
to `₹ 186.41 Crores in FY 2022-23. Net Worth
As GIL is the only customer for the Company and the Company
has aligned its business plans with that of GIL to sustain Particulars ₹` in Crores
business continuity, the Company’s revenue goes along with Equity Share Capital as at March 31, 2023 157.30
that of GIL.
Other Equity as at March 31, 2024 (6,178.65)
Cost of Purchases and Services Rendered Total Net Worth (6,021.35)
In the FY 2023-24, cost of purchases and services rendered
Borrowings
stood at ₹` 22.67 Crores as against ₹` 25.06 Crores in FY 2022-
23. The said reduction is largely on account of optimisation of Borrowings as on March 31, 2024 were `₹ 3,979.83 Crores as
energy costs and other services cost. against `₹ 4,317.13 Crores as on March 31, 2023. During the month
of March 2024, the Company has received OTS sanction from one of
Employee Benefits Expenses its secured lenders and subsequently from two more of its secured
In the FY 2023-24, employee benefit expenses stood at `₹ lenders based on the “in principle” approval communicated by the
74.83 Crores as against `₹ 65.15 Crores in FY 2022-23. Monitoring Institution on behalf of all secured lenders. The Company
has settled them fully in accordance with the OTS proposal.
Other Expenses Reduction in Borrowings is on account of settlement in respect of
In the FY 2023-24, other expenses including administrative one of its secured lenders during March 2024 and appropriation of
expenses, travelling, conveyance, rent, consultancy, foreign amount realised towards sale of immovable assets of the Company
exchange variation and others stood at `₹ 43.98 Crores as by lenders against the Rupee Loan.
against ₹` 115.06 Crores in FY 2022-23. The decrease in
these expenses compared to previous year is on account of Net Fixed Assets
reduction of exchange losses due to change in USD / INR. As on March 31, 2024, the net fixed assets were ₹` 29.97 Crores
In the previous year, the exchange loss was `₹ 85.88 Crores; as against ₹` 51.01 Crores as on March 31, 2023. The reduction
whereas in the current year it is ₹` 16.31 Crores. These are in net fixed assets was mainly on account of sale of immovable
non-cash expenses. assets of the Company by lenders.
Finance Cost Receivable & Inventory
In the FY 2023-24 Finance Cost stood at ₹` 28.87 Crores as The receivables as on March 31, 2024 were ₹ 21.43 Crores as
against ₹` 25.66 Crores in FY 2022-23. against `₹ 33.16 Crores as on March 31, 2023. The decrease in the
The Company has neither paid nor provided interest on its receivables is mainly on account of realisations from customer.
borrowings during the FY 2023-24 for the reasons stated The Inventory as on March 31, 2024 was ₹ Nil as against ₹ Nil as
in Note 22.3 and 32.1 of the Financial Statements. Had on March 31, 2023.
such interest been recognized, the Finance Cost for the
year ended March 31, 2024 would have been more by ₹ Contingent Liabilities and Related Party Transactions
` 426.55 Crores. For details thereof, please refer to Note No. 39.C & 40.2 in the
Financial Statements respectively.
Balance Sheet Items
Equity Share capital Significant changes in key financial ratios
As on March 31, 2023, the equity share capital was ₹` 157.30 FY FY
Crores. There is no change in share capital and as such as at Particulars UoM
2023-24 2022-23
March 31, 2024 the share capital remains at `₹157.30 Crores
as under: Debtors Turnover No. of 49 52
Days
No. of Equity ` Inventory Turnover No. of N.A. N.A.
Particulars (Refer Note 1) Times
Shares in Crores
Interest Coverage Ratio No. of N.A. N.A.
Equity Share Capital as at 157,296,781 157.30 (Refer Note 2) Times
March 31, 2023
Debt Equity Ratio No. of N.A. N.A.
Equity Share Capital as at 157,296,781 157.30 (Refer Note 3) Times
March 31, 2024 Return on Net Worth (Refer Note 3) % N.A. N.A.

FY FY improvement of the operations of the Company depends not

Particulars UoM only in improving its financial health but also the well-being of
2023-24 2022-23
GIL and its customer base.
Net Profit Margin (%)
- Net profit / (Loss) (Before % 17.56 (22.51) The Company is in the service industry. There is an increasing
Exceptional items) trend from telco owned tower companies to outsource the
tower maintenance and related services to multiple venders
- Net Profit / (Loss) (After % 98.88 29.73
Exceptional items and OCI) across circles / states. As a result, many small and large
service providers have started new business to undertake
Current Ratio No. of 0.03 0.03 these services. Since OME service is talent based and
Times
requires field experience, the Company’s talent pool is under
Notes : (1) At the Financial year ended March 31, 2024 and March 31, 2023,
inventory was NIL hence stated as N.A. (2) The Company has neither paid
risk of being targeted by the new service providers. This
nor provided interest on its borrowings during the FY 2023-24 & 2022-23, presents an operational risk to the Company for its ongoing
hence stated as N.A. (3) In view of negative Net Worth, Debt / Equity Ratio services.
and Return on Net Worth are not furnished above.
Adverse climatic conditions, particularly during monsoon period
Explanation for significant changes in ratios continue to present logistical and operational challenges to
The debtors decreased from ₹` 33.16 Crores to `₹ 21.43 the Company and to its staff. While trying to ensure customer
Crores, which in absolute terms is `₹ 11.73 Crores. This service delivery, different phases of monsoon across the country
decrease in receivables was on account of realisations from and different periods within the same season complicates the
the customer. mitigation and resolution efforts of the Company.
The Net Profit/(Loss) (before Exceptional items) in % terms has The Department of Telecommunications (DoT) has urged
increased mainly on account of foreign exchange loss totally enforcement units to alert all state police departments across
amounting to `₹ 16.31 Crores as against exchange loss of India to clamp down on the rampant theft of critical network
` ₹85.88 Crores in the previous year. gear. Tower Cos also face this threat of theft of their passive
telecom assets and leading disruption of network services.
The Net Profit/(Loss) (after Exceptional items & OCI) in % terms
has increased substantially in the current year. This is on Legal & Compliance Risk
account of the escalation in billing rates and the exceptional In the matter of settlement of dues of the lenders, while the
items of `₹ 173.19 Crores (previous year: ` ₹100.43 Crores). petition filed by one of the lenders before NCLT got dismissed
The details of exceptional items are given in Note No. 35 of the vide its order dated November 18, 2022, the said matter is
Financial Statements. pending before the National Company Law Appellate Tribunal
(NCLAT), on appeal by the said lender.
The current ratio has remained steady at 0.03.
The Central Bureau of Investigation, Directorate of Enforcement
RISKS AND CONCERNS and Serious Fraud Investigation Office, have filed FIR, carried
The key risks and concerns are as under: out search and issued Notice respectively.
Strategic Risk Litigation proceedings and Arbitration proceedings against
The telco industry is poised at a unique position with two of MSEDCL and GIL are pending before various forums.
its leading operators looking to consolidate their respective As regards compliance of various other regulatory requirements
user base and revenue streams, potentially at the expense of shareholders are requested to refer to Secretarial Audit and
the third Telco. This Telco in turn itself looking to overcome Compliance Report forming part of the Directors’ Report.
its financial challenges by actively perusing much needed
fund raising through various channels. If its attempts yield Foreign Exchange and Commodity Price Risk
satisfactory result, then there would be an equal play in Members are requested to refer note no. 43 of the Financial
the industry, else there could be possibility of a duopoly. Statements under the head Financial Risk Management
Government backed Telco notwithstanding, duopoly Objectives and Policies, for risk arising in respect of the above.
would mean shrinking business for Tower Companies and For the reasons stated in Note no. 43.5, the question of carrying
diminished leverage with customers regarding their business. out commodity hedging activities does not arise.
The Company therefore stands exposed to this strategic risk
which may impact its single customer, GIL. Mitigation measures taken
As regards the Strategic and Operational Risk, the Company
Operational Risk continues to monitor the developments in the industry,
The revenue and profit of the Company have come down engage with the lenders for an amicable settlement and
drastically from FY 2018-19, since its dependence on only one co-ordinate with its customer from time to time. As has been
customer viz.GIL, which is also facing financial difficulties and stated elsewhere, particularly under the head “Outlook”, the
pending resolutions before NCLAT / DRT. Thus, the revival and settlement of the dues of the lenders of the Company is
8 GTL Limited
MDA DR CG FINANCE
critical for the revival and improvement of the operations of ii. Out of the balance 38 cases, 15 cases are from its
the Company, for which the Company while defending the earlier power business, 5 cases are from telecom related
legal proceedings before the NCLAT is also in the process businesses and 1 case is in respect of non-allotment
of implementing an OTS proposal. In spite of the difficulties / non-refund of money in its IPO, which are handled
being faced by the Company, it is extending necessary by the Company’s advocates, who have the necessary
operational support to GIL to enable it to provide better expertise on the subject. It is found that in most of the
service to its operators and also find a solution in respect of cases the claims are unsubstantiated and therefore the
its proceedings before NCLAT and DRT. Depending upon the Company is resisting and defending these claims. (Out
developments, the Company would be in a position to draw of the aforesaid 15 cases of power business, 9 cases
up a plan for cost optimisation and revenue management. pertain to Labour Court matter wherein the employees
filed for reinstatement on termination consequent to
On the network operations front including (in respect of adverse
termination of Aurangabad Distribution Franchisee
climatic conditions and theft of telecom assets), Company
Agreement of the Company. These are being settled with
continues to proactively ensure adequate preventive and
affected employees. The contingent liability in respect of
corrective measures to make sure customer network services
these 9 cases is ` 1.34 Crores and in respect of balance
are not severely hampered and the service level is maintained.
6 cases is ` 0.31 Crores. Further the contingent liability
The Company also creates backup pipeline for new talent
w.r.t. 5 cases related to telecom business and 1 case in
development and taking necessary steps for talent retention so
respect of non-allotment / non-refund of money in its
as to mitigate competition risk.
IPO is ` 0.85 Crores.
As regards the legal and compliance risk as stated above, the
iii. There are 9 cases pertaining to arbitration matters, out
appeal filed by the lender before NCLAT is pending for disposal.
of which in 5 cases, the Company has invoked arbitration
The Company has engaged the services of senior counsels
proceedings against MSEDCL in respect of the DF Contract
and consultants for defending its position before the NCLAT.
& EPC Contract as explained below and the contingent
As regards the steps taken for settlement through an OTS,
liability towards counter claims of MSEDCL is ` 462.90
stakeholders are requested to refer to write up under ‘Outlook’
Crores. The other four matters, are arising out of challenge
above.
on the procedural orders by the Arbitrator and are being
In the matter of FIR / Search / notice issued by the concerned contested in the courts by the company’s advocates who
authorities, the Company has provided / is providing appropriate have the necessary expertise on the subject. There is no
legal documentation / information to defend and exonerate on contingent liability arising out of the four matters.
its merits.
iv. In 1 case, a bank has filed commercial suit against the
As regards, pending litigations and Arbitration matters, Company in the Hon’ble Bombay High Court in respect of
reference may be made to the ‘Status of legal cases given the Company’s comfort letter issued in favour of one of its
below’. As regards mitigation measures in respect of Wholly Owned Subsidiaries (WOS) towards WOS’s credit
Foreign Exchange, Commodity and Other Risks, Members facilities. The contingent liability in respect of which is
are requested to refer to note no. 43 of Standalone Financial ` 237.28 Crores.
Statement under the head Financial Risk Management
v. In 1 case a Lender Bank had filed insolvency petition
Objectives and Policies.
before the National Company Law Tribunal, Bombay
Status of legal cases Bench (Hon’ble Tribunal) under section 7 of the IBC Code.
As on March 31, 2024, there were 42 cases against the The Hon’ble Tribunal vide its order dated November 18,
Company, pending in various Courts and other Dispute 2022 dismissed the said petition. The said matter is now
Redressal Forums. pending before the National Company Law Appellate
Tribunal (NCLAT), on appeal by the said lender. The
i. In 4 out of 42 cases, the Company has been implicated contingent liability in respect of which is ` 204.78 Crores
as proforma defendant i.e., there are no monetary (Net of liability in the books as at March 31, 2023 of
claims against the Company. In most of these cases, ` 329.98 Crores, against the total claim of ` 534.76
dispute concerns matters like loss of share certificate, Crores).
title claim / ownership / transfer of the shares etc.
The Company’s implication in these matters is with a vi. In 1 case, the Department of Telecom (DoT) has raised a
view to protect the interest of the lawful owners of the frivolous demand of ` 1,509.50 Crores based on Adjusted
shares. Upon the final orders passed by the Court(s), Gross Revenue for ISP license fee pertaining to the
the Company shall have to release the shares, which business carried out by the Company well before the year
are presently under ‘stop transfer’, in this regard to the 2009 and the relevant ISP license was surrendered to DoT
rightful claimants. There is no direct liability or adverse in 2009 for which DoT had issued a no-dues certificate in
impact on the business of the Company on account of November 2010. The Company is contesting this demand
the said 4 cases. in an appropriate forum.

vii. In 1 case, IDBI Bank and other CDR lenders have filed • Disputes arose amongst the Company and MSEDCL which
a suit against the company in Debt Recovery Tribunal, could not be resolved despite various efforts taken and
Mumbai, claiming ` 4,853.55 Crores. The company is hence, was submitted for resolution through arbitration.
contesting the claim in the DRT, Mumbai. The claims against MSEDCL arising out of 4 EPC Contracts
as on date stands at ` 159.11 Crores.MSEDCL has also
viii.
In 1 case, Employees of the staffing company have
filed counter claim aggregating to approximately ` 207
initiated legal proceedings in labour/other courts against
Crores.
the company. These are being contested by the company.
The contingent liability of this case is ` 0.18 Crores. •
The Company is now awaiting the outcome of the
Arbitration Proceedings.
ix. In the balance 3 cases, the company has been impleaded
The Company has claim against GIL as follows:
for various procedural reliefs in the courts and these
matters relate and arise out of the Interim Award passed •
The Company has a claim against GIL in respect of
by the Arbitral Tribunal in an Arbitration matter between operational services rendered by it. As reported in MDAR
the Company and GTL Infrastructure Limited (as explained of Annual Report of FY 2019-20, on account of non-
below) and are being contested in the courts by the resolution of Company’s claim by GIL, parties invoked
company’s advocates who have the necessary expertise on arbitration, thereby claiming an amount aggregating to
the subject. There is no liability to the company at this stage ` 890 Crores.
of litigation. As on the date there is no contingent liability. •
The Company had also filed an application under
Section 17 of the Arbitration and Conciliation Act, 1996
The Company has Claim / Counter Claims against Maharashtra
seeking deposits of the amount, pending the final
State Electricity Distribution Company Ltd. (MSEDCL) as
award in the Arbitration Proceedings and to enable
follows:
GTL to keep the network ongoing. The Tribunal passed
• As already stated in the earlier Annual Reports of the interim order dated December 17, 2019 thereby
Company, the Company had the following two types of directing the Company to deposit ` 440 Crores in the
businesses with MSEDCL: manner provided in the order.
(a) EPC Contracts. • The interim order was challenged by GIL before Delhi
(b) Aurangabad Distribution Franchisee (“DF”) business. High Court, which failed. Then one of the lenders of GIL
•
Under the DF business with MSEDCL under the DF also challenged the interim order before Delhi High Court,
agreement, the Company’s role was to draw electricity then before Hon’ble Supreme Court. The Hon’ble Supreme
from MSEDCL at designated points and to distribute the Court after hearing both the parties and lenders of the
same to the consumers in the Aurangabad Urban Division Company, disposed of the said SLP filed by GIL’s lender
1 and Aurangabad Urban Division II. and directed that “the amount shall be subject to the
orders in Commercial Suit No. 87 of 2022 pending before
• As the operation of DF proceeded, several issues arose Bombay High Court.”.
on matters related to obligations of both parties as well
• The Company is now awaiting the outcome of the Court /
as on financial aspects of the DFA. Disputes also arose
Arbitration Proceedings
on certain Commercial and Technical issues. The disputes
could not be resolved in spite of several efforts, and INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
consequently, the matter was submitted for resolution
through arbitration proceedings. The Company is committed to ensure that its operations are
carried out within a well-defined internal control frame work.
• The Company filed its claim against MSEDCL under the Good governance, strong systems and processes, an attentive
DF Agreement. The claim against MSEDCL on various finance function and an independent internal audit function
account aggregates to approximately ` 2,203.60 Crores. are the key for strong internal control systems. The Company
MSEDCL has also filed counter claim against the Company understands that a strong internal controls system is an
aggregating to approximately ` 256 Crores. The said essential pre-requisite for growing its business.
arbitration is now at the stage of final hearing after having
concluded recording of evidence. The Company has an internal control system in place,
commensurate to size of its operations and conducting its
•
Under the EPC Contracts, the projects included
efficient business, including adherence to management policies,
supply, transport, construction, erection, testing
prevention and detection of error, accuracy and completeness
and commissioning of distribution lines, distribution
of the accounting function and timely preparation of financial
transformers of various capacities, substations and other
information. The internal control system comprehend financial
allied works including two years of defect liability period
and operational controls and statutory compliances.
for projects and five years guarantee period for power
transformers, distribution transformers and other major There are suitable controls in place with reference to policies
equipments. and procedures, risk assessment and ethics which are clearly
10 GTL Limited
MDA DR CG FINANCE
established, communicated and monitored. Also there is system The Company is in the service industry. As discussed
on periodical review and assessment of the relevant controls to elsewhere, since OME service is talent based and requires
enhance improved effectiveness, cost reduction and improve field experience, the Company’s talent pool is under risk of
business performance. being targeted by the new service providers. This presents
an operational risk to the Company for its ongoing services.
The authority matrix, responsibility and accountability are
With a view to overcome these challenges, the Company
clearly defined to take timely decisions and appropriate actions.
creates backup pipeline for new talent development and take
The control environment ensures commitment towards necessary steps for talent retention.
integrity and ethical values and independence of the board
The Company’s focus has been on attracting and retaining
of directors from the management. The control activities
talent in its present conditions and fostering a supportive,
incorporate, among others, continuous monitoring, regular
inclusive, and dynamic work environment that enables
reporting, checks and balances, authorisation and delegation
every employee to reach their full potential. For mitigating
procedures.
the Operational Risk arising out of poaching of talent by
The internal audit function performs audit to monitor and competitors, the Company has successfully onboarded 179
evaluate the effectiveness of the Company’s internal control new employees for strengthening its talent pool. This has
systems and adherence to management policies and statutory been a critical task for the HR Team considering the current
requirements. It maintains a regular surveillance over the entire market situation and the challenges faced by the Company
operations. to recruit and retain good talent.
The coverage in the internal audit function of the Company is The Company is going through a difficult time. Being in the
in line with the objectives of internal audit as prescribed by the service industry, the employees are its assets. The telecom
Institute of Chartered Accountants of India (ICAI). The role of industry is undergoing technological upgradation from time
internal audit in the Company is as given below: to time. From implementing 2G technology, the industry has
•
Understanding and assessing risks and evaluating caught up with other nations in implementation 5G technology.
adequacies of the prevalent internal controls. Under these circumstances, it is essential for the Company
to retain trained manpower. Keeping these aspects in mind
•
Identifying areas for system improvement and the Company remunerates its employees based on their
strengthening controls. performance. It also takes care of the employees welfare by
•
Ensuring optimum utilisation of the resources of the compensating them for the increase in cost of leaving.
Company.
The Company provides Health and Term Life Insurance to all
•
Ensuring proper and timely identification of liabilities, its employees. Health insurance is covered for employees and
including contingent liabilities of the Company. their families who have completed 2 years of service in the
• Ensuring compliance with internal and external guidelines organization. This scheme covers the employee, his immediate
and policies of the Company as well as the applicable family i.e wife and dependent children and parents.
statutory and regulatory requirements.
As part of its employee recognition program, the Company
• Safeguarding the assets of the Company by setting up a has given spot awards to 32 number of employees thereby,
process of every change record. acknowledging outstanding contributions and fostering a
• Reviewing and ensuring adequacy of information systems culture of appreciation.
security control.
Employee Engagement
• Reviewing and ensuring adequacy, relevance, reliability
and timeliness of management information system. The GTL leadership has been spending immense time in
terms of building a healthy, participative, and competitive
The internal audit function is monitored by the Audit culture by visiting all locations regularly. This has provided
Committee of the Board which periodically reviews audit a good platform to employees to interact and engage with
plans, audit observations of both internal and external leadership team and thereby addressing various challenges
audits, audit coverage, risk assessment and adequacy of and proving solutions for running of the network and keeping
internal controls. Thus effective internal control structure up the desired uptime.
has been set up in the Company to enhance organizational
performance and contribute towards accomplishment of its The Company celebrated traditional day during the festival of
objectives. Navratri. The Highlights of the day were having Potluck within/
across departments for increased employees’ engagement,
HUMAN RESOURCES Photo booth for the employees to flaunt their Ethnic wear
(Mahape) and organizing HDFC Bank Helpdesk/Service desk.
Nurturing of Talent Further the Company celebrated Holi Festival across all the
The past year has been one of the great challenges for the locations and organized lunch within departments in addition
Company’s Human Resources (HR) Department. to wearing Retro Theme dress code for the day.

The Company organized a Box Cricket Match for its employees employees on HSE issues through awareness programs. The
and Women Throwball Match where it saw huge participation Company also provides in-house medical facility.
across all functions. Further the Company also celebrated
The Company has complied with provisions relating to the
Women’s Day at Pan India Level.
constitution of Internal Complaints Committee under the Sexual
The Company has launched Employee Suggestion Box! As Harassment of Women at Workplace (Prevention, Prohibition
part of its ongoing commitment to fostering a culture of open and Redressal Act, 2013 (the said Act). During the year under
communication and continuous improvement and pooling of review, no complaints / cases have been received in terms of
ideas. the said Act and Rules made thereunder.
Health, Safety & Environment (HSE) People Strength
HSE objectives form an integral part of the overall corporate In line with the developments in the India Telecom industry and
strategy. GTL engages its human resources in a wide range of its own business requirements, its human resources strength is
initiatives and programs to provide the employee appropriate 1,553 associates (directly or indirectly) as on March 31, 2024
protection at the workplace. The Company educates its as against 1,612 associates in March 31, 2023.
12 GTL Limited
MDA DR CG FINANCE
Corporate Social Responsibility
Spreading the Joy of Computer Literacy.

The Company recognizes its responsibilities beyond its business Community Development:
operations. The Company’s commitment to social contribution • Support was extended to like-minded organizations/NGO
through employee volunteerism, payroll giving and other non- to enhance reach and social impact on similar initiatives.
financial means with charity organization ‘Global Foundation’ is
a cornerstone of our corporate ethos. This dedication reflects
belief in the importance of giving back to the communities that
supports us and addressing challenges collaboratively.
For the FY 2023-24, emphasis was placed in the areas of
Education, Health, Hygiene & Sanitation and Disability &
Community Development. The Company is happy to share that
Global Foundation served around 8,300 beneficiaries in FY
2023-24 as under:
Education:
• Education of around 1,600 students was supported
by awarding need cum merit-based Scholarships /
Financial Aid.
• To bridge the digital divide and contribute to the country’s Providing an educational facilities to underprivileged girls students.
vision of “Digital India”, Computer Literacy & Skills
trainings were imparted to around 350 rural children.
Health, Hygiene and Sanitation:
• To ease out the financial burden medical aid was provided
to around 170 patients.
•
Medical/health camps were organised in rural
areas for preventive health check-up. These camps
were attended by 6,000 plus people benefitting
from diagnosis of illness / ailment and referral for
treatment at hospitals.
Disability:
• For over two decades, Global Foundation has devotedly
worked towards the advancement of the Visually
impaired. Engineering Kit for students.
Happy learners.
14 GTL Limited
MDA DR CG FINANCE
DIRECTORS’ REPORT
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

FINANCIAL HIGHLIGHTS
(` in Crores)
Particulars FY 2023-24 FY 2022-23
Total Income 213.19 192.01
Profit / (Loss) before Depreciation, Exceptional Items and Tax (PBDT) 42.84 (38.93)
Less: Depreciation 5.23 4.30
Profit / (Loss) before Tax and Exceptional Items 37.61 (43.22)
Less: Provision for Taxation Nil Nil
Profit / (Loss) After Tax (PAT) 210.80 57.21
Other Comprehensive Income for the year, net of tax (0.17) (0.12)
Total Comprehensive Income for the period, net of tax 210.63 57.09
Add: Balance brought forward from the last year (8,117.90) (8,175.11)
Loss available for appropriation (7,907.10) (8,117.90)
Appropriations:
Recommended for Equity Dividend Nil Nil
Dividend Distribution Tax N.A. N.A.
Amount transferred to
- General Reserve Nil Nil
Balance Carried Forward (7,907.10) (8,117.90)
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 ₹` 213.19 Crores as against ` ₹192.01 Crores for the previous financial year.
• Profit/ (Loss) Before Depreciation, Exceptional Items and Tax (PBDT) is ₹` 42.84 Crores as against `₹ (38.93) Crores for the
previous financial year.
• Profit / (Loss) After Tax (PAT) before Exceptional Items is `₹ 37.61 Crores as against `₹ (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.

DIRECTORS’ REPORT
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 ` 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 co-
operated with the lenders to sell Investments / Properties, which resulted in recovery of approximately ` 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 ` 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 ` 101.01
Crores (excluding ` 200.64 Crores recovered earlier) in respect hereof through the sale of Company’s immovable
properties under SARFAESI Act, leaving a balance of ` 274.78 Crores, against which the Company has deposited `
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 ` 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:
(` In Crores)
Particulars Amounts payable Balance funded

OTS amount approved by secured lenders 375.79*
Less: Amount appropriated on sale of Assets 101.01
Balance amount payable 274.78
Amount funded in Escrow Account 274.78
Less: Disbursements made from Escrow Account as per Sanctions in respect 25.88
of 3 secured lenders
Balance lying in Escrow Account 248.90
* 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.
16 GTL Limited
MDA DR CG FINANCE
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 ` 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 ` 220 in the fiscal year 2024-25, compared to ` 191
in FY 24” (tele.net.in July 2024). Thus, for a sustainable telecom sector, there is still a gap of ` 80 in terms of ARPU.
Added to that as per ICRA the Industry’s total debt remained elevated at ` 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 ` 180 billion through Follow
on Public Offer and ` 20 billion through preferential allotment to the Promoter and is in the process of raising the debt component of
` 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.

DIRECTORS’ REPORT
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 ` 157.30 Crores (157,296,781
Equity shares of face value of ` 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 `₹ 10 Lakhs each aggregating to ` 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

T he 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:
18 GTL Limited
MDA DR CG FINANCE
(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:
Ratio to median % increase in
Name remuneration remuneration in
the financial year
Executive Director
Mr. Sunil S. Valavalkar * 1: 5.29 30
Non-executive Directors (Sitting Fees only) #
Mr. D. S. Gunasingh N.A. N.A.

Mr. Navin J. Kripalani N.A. N.A.
Mrs. Siddhi M. Thakur N.A. N.A.
Dr. Mahesh M. Borase N.A. N.A.
Ms. Sanjana S. Pawar N.A. N.A.
Chief Financial Officer
Mr. Milind V. Bapat * 15.5
Company Secretary
Mr. Deepak A. Keluskar * 20
# 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.

DIRECTORS’ REPORT
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.
20. AUDITORS AND AUDITORS’ 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.
20 GTL Limited
MDA DR CG FINANCE
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-à-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 à 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

DIRECTORS’ REPORT
b. Technology Absorption :
1. Efforts made towards technology absorption : Not applicable as the Company is
2. The benefits derived like product improvement, cost reduction, product : only a service provider.
development or import substitution
3. In case of imported technology (imported during last 3 years reckoned from Does not arise.
the beginning of the financial year) following information may be furnished :
a. the details of technology imported
b. the year of import
c. whether the technology been fully absorbed?
d. if not fully absorbed, the areas where absorption has not taken
place, reasons thereof
4. The expenditure incurred on Research and Development : No expenditure
incurred during the year.
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

ur employees and associate base stood at 1,553 as on March 31, 2024 as against 1,612 as on March 31, 2023. For full
O
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.
On behalf of the Board of Directors
Place : Navi Mumbai D.S. Gunasingh
Date : August 14, 2024 Chairman
22 GTL Limited
MDA DR CG FINANCE
ANNEXURE A TO DIRECTORS’ REPORT

AUDITOR’S CERTIFICATE ON CORPORATE GOVERNANCE
To the Members of
GTL Limited
INDEPENDENT AUDITOR’S CERTIFICATE ON CORPORATE GOVERNANCE
1.
This certificate is issued in accordance with the terms of our engagement with GTL Limited (‘the Company’).
2.
We have examined the compliance of conditions of Corporate Governance by the Company, for the year ended on March 31, 2024,
as stipulated in regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and para C and D of Schedule V of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the SEBI Listing Regulations”).
MANAGEMENT’S RESPONSIBILITY
3.
The compliance of conditions of Corporate Governance is the responsibility of the Management. This responsibility includes
the design, implementation and maintenance of internal control and procedures to ensure the compliance with the conditions
of the Corporate Governance stipulated in the SEBI Listing Regulations.
AUDITOR’S RESPONSIBILITY
4.
Our responsibility is limited to examining the procedures and implementation thereof, adopted by the Company for ensuring
compliance with the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial
statements of the Company.
5.
We have examined the books of account and other relevant records and documents maintained by the Company for the
purpose of providing reasonable assurance on the compliance with Corporate Governance requirements by the Company.
6.
We have carried out an examination of the relevant records of the Company in accordance with the Guidance Note on
Certification of Corporate Governance issued by the Institute of the Chartered Accountants of India (‘the ICAI’), the Standards
on Auditing specified under Section 143(10) of the Companies Act 2013, in so far as applicable for the purpose of this
certificate and as per the Guidance Note on Reports or Certificates for Special Purposes issued by the ICAI which requires that
we comply with the ethical requirements of the Code of Ethics issued by the ICAI.
7.
We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms
that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements.
OPINION
8.
Based on our examination of the relevant records and according to the information and explanations provided to us and the
representations provided by the Management, we certify that the Company has complied with the conditions of Corporate
Governance as stipulated in regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and para C and D of Schedule V of
the SEBI Listing Regulations during the year ended March 31, 2024.
9.
We state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or
effectiveness with which the Management has conducted the affairs of the Company.
For GDA & Associates
Chartered Accountants
Firm Reg. No.: 135780W
Akshay D. Maru
Partner
Membership No.: 150213
UDIN : 24150213BKAJKH2645
Place : Mumbai
Date : August 14, 2024

DIRECTORS’ REPORT
ANNEXURE B TO DIRECTORS’ REPORT

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES
FOR THE FINANCIAL YEAR 2023-24
[Pursuant to Companies (Corporate Social Responsibility Policy) Rules, 2014]
1) A brief outline of the Company’s CSR policy:
The Company acknowledges debts towards the society in which it operates and in order to discharge its responsibility, it
undertakes, when permissible, various projects directly and / or through ‘Global Foundation’, a Public Charitable Trust for the
betterment of the society and in particular in the areas such as education, health, community service, medical assistance and
rural education (particularly in IT through ‘Mobile Computer Lab’ etc.).
2) The Composition of CSR Committee:
Sr. Name of the Director Designation / Nature of Number of Meetings Number of Meetings of
No. Directorship of CSR Committee CSR Committee attended
held during the year during the year
1. Dr. Mahesh M. Borase Chairman of the Committee / 2 2
Independent Director
2. Mr. Sunil S. Valavalkar Member / Whole-time Director 2 2
3. Mrs. Siddhi M. Thakur Member / Non-Executive 2 2
Non-Independent Director
3) Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are
disclosed on the website of the company:
Please refer web-link: http://www.gtllimited.com/ind/inv_cg.aspx
4) Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the
Companies (Corporate Social responsibility Policy) Rules, 2014, if applicable (attach the report): Not Applicable
5) Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social
responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any: Not Applicable
6) Average Net profit of the Company as per Section 135 (5): ` ₹883.68 Lakhs
7) (a) Two percent of average net profit of the company as per section 135(5): ₹` 17.67 Lakhs.
(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: Not Applicable
(c) Amount required to be set off for the financial year, if any: Not Applicable
(d) Total CSR Obligation for the financial year (7a + 7b – 7c): ` ₹17.67 Lakhs.
8) (a) CSR amount spent or unspent for the financial year:
(₹` in Lakhs)
Total Amount spent Amount Unspent
for the Financial Total Amount transferred to unspent CSR Amount transferred to any fund specified under Schedule VII as
Year Account as per Section 135(6) of the Act per second proviso to Section 135(5) of the Act
Amount Date Name of the fund Amount Date of transfer
17.67 NIL N.A. N.A. NIL N.A.
(b) Details of CSR amount spent against ongoing projects for the financial year:
(₹` in Lakhs)
Sr. Name Item from
Local Location of the Project Project Amount Amount Amount Mode of If Mode of Implementation
No. of the List of
Area State Duration allocated spent transferred Implement- is through Implementing
Project Activities
(Yes/ (In for the in the to Unspent ation – Agency
in No) Months) Project current CSR Direct (Yes
Schedule Financial Account / No)
VII to the Year for the
Companies Project as
Act, 2013 per Section
135(6)
of the
Companies
Act, 2013
State District Name CSR registration
Number
1. Health & Clause (i) No PAN India - 2 months 8.10 8.10 - No Global CSR00017378
Hygiene Foundation
2. Education Clause (ii) No PAN India _ 1 month 9.57 9.57 - No Global CSR00017378
Foundation
24 GTL Limited
MDA DR CG FINANCE
(c) Details of CSR amount spent against other than ongoing projects for the financial year: NIL
(d) Amount spent in Administrative Overheads: NIL
(e) Amount spent on Impact Assessment, if applicable: Not Applicable
(f) Total amount spent for the Financial Year (8b+8c+8d+8e): ₹` 17.67 Lakhs
(g) Excess amount for set off, if any: Not Applicable
9) Details of Unspent CSR amount for the preceding three financial years: Not Applicable
10) In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired
through CSR spent in the financial year (asset-wise details):
(a) Date of creation or acquisition of the capital asset(s): Not Applicable
(b) Amount of CSR spent for creation or acquisition of capital asset: Not Applicable
(c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their address
etc.: Not Applicable
(d) Provide details of the capital asset(s) created or acquired (including complete address and location of the capital asset):
Not Applicable
11) Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5):
The mandatory amount of ₹` 17.67 Lakhs for the Financial Year 2023-24 (two per cent of the average net profit) has been
fully spent by the Company.
Place : Navi Mumbai Sunil S. Valavalkar Dr. Mahesh M. Borase

Date : August 14, 2024 Whole-time Director Chairman - Corporate Social
Responsibility Committee

DIRECTORS’ REPORT
ANNEXURE C TO DIRECTORS’ REPORT

Form No.: MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2024
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.: 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To
The Members,
GTL Limited
I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate
practices by GTL Limited (CIN: L40300MH1987PLC045657) (hereinafter called “the Company”). The Secretarial Audit was
conducted in a manner that provides me a reasonable basis for evaluating the corporate conducts/statutory compliances and
expressing my opinion thereon.
Based on my verification of the Company’s statutory registers, papers, minute books, forms and returns filed with the Registrar
of Companies (‘the ROC’) and copy of the various records as provided by the Company and other relevant records maintained by
the Company and also the information provided by the Company, its Officers and authorized representatives during the conduct of
secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31st
March, 2024 (“audit period”), prima facie complied with the statutory provisions listed hereunder and also that the Company has proper
Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
I have examined the statutory registers, papers, minute books, forms and returns filed with the ROC and other relevant records
maintained by the Company for the financial year ended on 31st March, 2024 according to the provisions of:
(i) The Companies Act, 2013 (‘the Act’) and the rules made there under;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct
Investment, Overseas Direct Investment and External Commercial Borrowings–as applicable;
(v) The following Regulations and Guidelines prescribed under Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018;
Though the following laws are prescribed in the format of Secretarial Audit Report by the Government, the same were not
applicable to the Company for the financial year ended 31st March, 2024:-
(a) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
(b) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021;
(c) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021;
(d) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018;
(e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021;
(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993
regarding the Companies Act and dealing with client;
(vi) I further report that, based on the Compliance Report of various Laws submitted by Department Heads of the Company, I am
of the opinion that the Company has prima facie proper system to comply with the applicable laws.
(vii) I have also examined compliance with the applicable clauses of the following and I am of the opinion that the Company has
complied with the applicable provisions:
(a) Secretarial Standards 1 and 2 issued by the Institute of Company Secretaries of India.
(b) The Listing agreements entered into by the Company with Stock Exchanges read with the Securities and Exchange Board
of India(Listing Obligations and Disclosure Requirements) Regulations, 2015.
(viii) During the audit period, I am of the opinion that the Company has prima facie complied with the provisions of the Act, Rules,
Regulations, Guidelines, Standards, etc. as mentioned above.
26 GTL Limited
MDA DR CG FINANCE
Further as reported in our report for the FY 2022-23, upon withdrawal of nomination of Shri. Venkata Apparao
Maradani by lead lender, the minimum number of directors got reduced from six to five on 04th May, 2022 and fell
below the minimum threshold prescribed under Regulation 17(1)(c) of Listing Regulations. After waiting for the
response of lead lender, the Company filled in the vacancy of Nominee Director on 24th November, 2022 and complied
with Regulation 17(1)(c). Both BSE and NSE have levied a Fine of Rs. 6,60,800/- each. The Company’s application for
waiver of fine dated 02nd December, 2022 has been heard on 02nd March, 2023.
In the said matter, after considering the submission of the Company, NSE (being Designated Exchange) has accepted
the waiver of fine application of the Company and has vide its order dated August 7, 2024 decided to reverse the fines
on the Company. (Note: the said event has occurred after the audit period but before the signing of this report).
I further report that:
a) I have not examined the financial statements, financial books and related financial Acts like Income Tax, Value Added Tax,
Goods and Services Tax, ESIC, Provident Fund, Professional Tax, Foreign Currency Transactions, Related Party Transactions etc.
including statement of Bank Reconciliation, For these matters, I rely on the report of statutory auditor’s and their observations,
if any, and notes on accounts in Financial Statement for the year ended 31st March, 2024.
b) The Boardof Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors
and Independent Directors. The changes in the composition of the Board of Directors that took place during the audit period
were carried out in compliance with the provisions of the Act.
c) As per the information provided, the Company has prima facie given adequate notice to all Directors to schedule the Board
Meetings, agenda and detailed notes on agenda were sent at least seven days in advance except the Meetings which were
held at short notice due to exigencies.
d) I was informed and have observed from the minutes of the Board and Committee Meetings that all the decisions at the
Meetings were prima facie carried out unanimously after due deliberations.
e) There are prima facie adequate systems and processes in the Company commensurate with the size and operations of the
Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
f) The Management is responsible for compliances of all business laws. This responsibility includes maintenance of statutory
registers/files required by the concerned authorities and internal control of the concerned department.
g) Debenture Redemption Reserve not created as the said requirement has been dispensed with in terms of amendment to the
Companies (Share Capital and Debentures) Rules 2014.
h) During the financial year 2009-10, the Company had privately placed 14,000 Rated Redeemable Unsecured Rupee NCDs of
the face value of Rs. 10 Lakh each aggregating Rs. 1,400 Crores. Further, based on the consent terms filed by both parties
before the Hon’ble Bombay High Court on 19th March, 2018 and the order passed thereon, the winding petition got disposed
of. The NCD holder has also signed the Inter-Creditor Agreement for settlement, subject to secured lenders approval.
i) While the petition filed by one of the lenders before National Company Law Tribunal (NCLT) got dismissed vide its Order dated
18th November, 2022, the said matter is pending before the National Company Law Appellate Tribunal (NCLAT) on appeal by
the said lender.
j) During the audit period, the Company was not required to transfer any amount to the Investor Education and Protection Fund.
However, unpaid dividend aggregating to Rs. 20,28,141 pertaining to the financial years 2000-01, 2001-02 and 2003-04 to
2009-10 has not been transferred to the Investor Education and Protection Fund and the same is held in abeyance on account
of pending legal cases excluding interest, if any.
k) Based on the information available / submissions made by the Company to the Stock Exchanges, the Central Bureau of
Investigation of India (‘CBI’) has registered FIR against the Company and investigation was conducted towards certain charges
against the Company during the year 2022-23. During the audit period the Company is cooperating with the investigation.
l) I further report that during the audit period, there were no instances of:
i. Public/ Rights/debentures/ sweat equity etc.;
ii. Issue of equity shares under Employee Stock Option Scheme;
iii. Redemption / Buy- back of securities;
iv. Major decisions taken by the Members in pursuance to Section 180 of the Companies Act, 2013 which would have major
bearing on the Company’s affairs;
v. Merger / amalgamation / reconstruction etc.;
vi. Foreign Technical Collaborations.

DIRECTORS’ REPORT
I further report that:

1. Maintenance of Secretarial record is the responsibility of the Management of the Company. My responsibility is to express an
opinion on these secretarial records based on my audit.
2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness
of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in
the secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for my opinion.
3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of Company.
4. Where ever required, I have obtained the Management representation about the compliance of Laws, Rules and Regulations
and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable Laws, Rules, Regulations, Standards is the responsibility
of the Management. My examination was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor the efficacy or effectiveness
with which the Management has conducted the affairs of the company.
7. Due to the inherent limitations of an audit including internal, financial and operating controls, there is an unavoidable risk
that some misstatements or material non-compliances may not be detected, even though the audit is properly planned and
performed in accordance with the Standards.
Date : 14/08/2024 Virendra G. Bhatt

Place : Mumbai Practicing Company Secretary
ACS No.: 1157 / COP No.: 124
Peer Review Cert. No.: 1439/2021
UDIN: A001157F000973546
28 GTL Limited
MDA DR CG FINANCE
ANNEXURE D TO THE DIRECTORS’ REPORT

SECRETARIAL COMPLIANCE REPORT OF GTL LIMITED FOR THE FINANCIAL YEAR ENDED
31ST MARCH, 2024
I have conducted the review of the compliance of the applicable statutory provisions and the adherence to good corporate
practices by GTL Limited (hereinafter referred as “the listed entity”), having its Registered Office at Global Vision, Electronic
Sadan No : II, MIDC, TTC Industrial Area, Mahape, Navi Mumbai – 400710, Maharashtra, India. Secretarial Review was
conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts / statutory compliances
and expressing my opinion thereon.
Based on my verification of the listed entity’s minutes books, forms and returns filed and other relevant records maintained
by the listed entity and also the information provided by the listed entity, its officers and authorized representatives during the
conduct of Secretarial Review, I hereby report that in my opinion, the listed entity has, during the review period covering the
financial year ended on 31st March, 2024, prima facie complied with the statutory provisions listed hereunder and also that
the listed entity has proper Board processes and compliance mechanism in place to the extent, in the manner and subject
to the reporting made hereinafter:
I, Virendra G. Bhatt, Practicing Company Secretary, have examined:
(a) the documents and records made available to me and explanation provided by the listed entity,
(b) the filings / submissions made by the listed entity to the stock exchanges,
(c) website of the listed entity, and
(d) any other documents / filings, as may be relevant, which has been relied upon to make this certification,
for the financial year ended 31st March, 2024 (“Review Period”) in respect of compliance with the provisions of:
(a) The Securities and Exchange Board of India Act, 1992 (“SEBI Act”) and the Regulations, Circulars, Guidelines issued
thereunder; and
(b) T he Securities Contracts (Regulation) Act, 1956 (“SCRA”), rules made thereunder and the Regulations, Circulars,
Guidelines issued thereunder by the Securities and Exchange Board of India (“SEBI”);
The specific Regulations, whose provisions and the Circulars / Guidelines issued thereunder, have been examined,
include:-
(a) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;
(b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 –
(Not Applicable during the Review Period);
(c) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(d) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 -
(Not applicable during the Review Period);
(e) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 -
(f) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 –
(g) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
(h) The Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018;
(i) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993
regarding the Companies Act and dealing with client - (Not applicable during the Review Period);
and based on the above examination, I hereby report that, during the Review Period:

30
I. (a) The Listed Entity has prima facie complied with the applicable provisions of the above Regulations and circulars / guidelines issued thereunder, except in respect of the matters
specified below:
Sr. Compliance Regulation / Deviations Action Taken Type of Action Details of Fine Amount Observations / Remarks of the Management Response Remarks
GTL Limited
No. Requirement Circular No. by Violation Practicing Company Secretary
(Regulations /
circulars / guidelines
including specific
clause)
- - - - - - - - - - -
(b) **The listed entity has taken the following actions to comply with the observations made in previous reports:
Sr. Compliance Regulation / Deviations Action Taken Type of Action Details of Fine Amount Observations / Remarks Management Response Remarks
No. Requirement Circular No. by Violation of the Practicing
(Regulations / Company Secretary
circulars / guidelines
including specific
clause)
1. Appointment of Regulation Non BSE Limited Fine imposed Non For part of Upon withdrawal of The default has occurred on The Company’s
minimum Six 17(1)(c) fulfilment of (“BSE”) and on the fulfilment of quarter end nomination of Shri. Venkata account of i) withdrawal of application
Directors under of Listing requirement National Company by requirement September, Apparao Maradani by nominee by the Lead Bank and for waiver of
Regulation 17(1) Regulations. w.r.t. Stock BSE and NSE w.r.t. 2022 - lead lender, the minimum non-fulfilment of the vacancy fine dated 02nd
(c) of the SEBI Minimum Exchange of Minimum Rs. 3,42,200/- number of directors got arising from such withdrawal; December, 2022
(Listing Obligations number of India Limited number of each by BSE reduced from six to five and ii) keeping the Company in has been heard
and Disclosure Six Directors (“NSE”). Six Directors and NSE. on 04th May, 2022 and suspense over the filling up of on 02nd March,
Requirements) on the Board on the Board For part of fell below the minimum the vacancy by not replying to 2023 and the
Regulations, from 05th May, from 05th May, quarter end threshold prescribed the Company’s communication. order of BSE and
2015. (“Listing 2022 to 23rd 2022 to 23rd December, under Regulation 17(1)(c) After waiting for the response NSE on the same
Regulations”) November, November, 2022 - of Listing Regulations. of the lead lender, the Company is awaited.
DIRECTORS’ REPORT
2022. 2022. Rs. 3,18,600/- After waiting for the appointed Mrs. Sanjana Pawar as
each by BSE response of lead lender, an Independent Director on 24th
and NSE. the Company filled in November, 2022 and complied
the vacancy of Nominee with the Regulation 17(1)(c).
Director on 24th November, Having fulfilled the requirement
2022 and complied with of Regulation 17(1)(c), in terms
Regulation 17(1)(c). of “Policy for Exemption of Fines”
Both BSE and NSE formulated by the BSE and NSE,
have levied a Fine of the Company filed its application
` 6,60,800/- each. dated 02nd December, 2022 for
The Company’s application condoning the delay and waiver
for waiver of fine dated of the fine.
02nd December, 2022 has The matter was heard on 02nd
been heard on 02nd March, March, 2023. However, the order
2023 and the order of BSE of BSE and NSE on the same is
and NSE on the same is awaited.
awaited.
MDA DR CG FINANCE
II. I hereby report that, during the Review Period the compliance status of the Listed Entity with the following requirements:
Compliance Observations /
Sr.
Particulars status Remarks by
No.
(Yes / No / NA) PCS
1 Secretarial Standards:
The compliances of the listed entity are in accordance with the applicable Secretarial
Standards (SS) issued by the Institute of Company Secretaries India (ICSI), as Yes N.A.
notified by the Central Government under Section 118(10) of the Companies Act,
2013 and mandatorily applicable.
2 Adoption and timely updation of the Policies:
• All applicable policies under SEBI Regulations are adopted with the approval Yes N.A.
of board of directors of the listed entity.
• All the policies are in conformity with SEBI Regulations and have been Yes N.A.
reviewed & timely updated as per the regulations / circulars / guidelines
issued by SEBI.
3 Maintenance and disclosures on Website:
• The Listed entity is maintaining a functional website. Yes N.A.
• Timely dissemination of the documents / information under a separate section Yes N.A.
on the website.
• Web-links provided in annual corporate governance reports under Regulation Yes N.A.
27(2) are accurate and specific which re-directs to the relevant document(s)
/ section of the website.
4 Disqualification of Director:
None of the Directors of the listed entity is disqualified under Section 164 of the Yes N.A.
Companies Act, 2013 as confirmed by listed entity.
5 Details related to Subsidiaries of listed entity have been examined w.r.t.: The Company
(a) Identification of material subsidiary Companies. N.A. does not have
any subsidiary
(b) Requirements with respect to disclosure of material as well as other N.A. Company.
subsidiaries.
6 Preservation of Documents:
The listed entity is preserving and maintaining records as prescribed under SEBI Yes N.A.
Regulations and disposal of records as per Policy of Preservation of Documents and
Archival policy prescribed under SEBI LODR Regulations, 2015.
7 Performance Evaluation:
The listed entity has conducted performance evaluation of the Board, Independent Yes N.A.
Directors and the Committees at the start of every financial year / during the
financial year as prescribed in SEBI Regulations.
8 Related Party Transactions: The Company
(a) The listed entity has obtained prior approval of Audit Committee for all related N.A. has not
party transactions; or entered into
any material
(b) The listed entity has provided detailed reasons along with confirmation N.A. contracts or
whether the transactions were subsequently approved / ratified / rejected by arrangements
the Audit committee, in case no prior approval has been obtained. or transactions
with any
related party
either at
arm’s length
or otherwise
except
payment of
remuneration
to Key
Managerial

DIRECTORS’ REPORT
Compliance Observations /
Sr.
Particulars status Remarks by
No.
(Yes / No / NA) PCS
Personnel and
Promoter as
per the terms
of employment
/ engagement
and sitting fee
to directors
within the limit
approved by
the Board of
Directors.
9 Disclosure of events or information:
The listed entity has provided all the required disclosure(s) under Regulation 30 Yes N.A.
along with Schedule III of SEBI LODR Regulations, 2015 within the time limits
prescribed thereunder.
10 Prohibition of Insider Trading:
The listed entity is in compliance with Regulation 3(5) & 3(6) of the SEBI (Prohibition Yes N.A.
of Insider Trading) Regulations, 2015.
11 Actions taken by SEBI or Stock Exchange(s), if any: Please refer
No Action(s) has been taken against the listed entity / its promoters / directors / table given
subsidiaries either by SEBI or by Stock Exchanges (including under the Standard under Sr. No.
Yes I. (b)
Operating Procedures issued by SEBI through various circulars) under SEBI
Regulations and circulars / guidelines issued thereunder except as provided under (**)
separate paragraph herein (**).
12 Resignation of statutory auditors from the listed entity or its material subsidiaries:
In case of resignation of statutory auditor from the listed entity or any of its
material subsidiaries during the financial year, the listed entity and / or its material N.A. N.A.
subsidiary(ies) has / have complied with paragraph 6.1 and 6.2 of section V-D of
chapter V of the Master Circular on compliance with the provisions of the LODR
Regulations by listed entities.
13 Additional Non-compliances, if any:
No additional non-compliance observed for any SEBI regulation / circular / Yes N.A.
guidance note etc.
Assumptions & Limitation of scope and Review:
1. The Compliance of the applicable laws and ensuring the authenticity of documents and information furnished, are the
responsibilities of the management of the listed entity.
2. My responsibility is to report based upon my examination of relevant documents and information. This is neither an audit
nor an expression of opinion.
3. I have not verified the correctness and appropriateness of financial Records and Books of Accounts of the listed entity.
4. This Report is solely for the intended purpose of compliance in terms of Regulation 24A (2) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and is neither an assurance as to the future viability of the listed entity
nor of the efficacy or effectiveness with which the management has conducted the affairs of the listed entity.
Virendra G. Bhatt
Date : 22nd May, 2024 Practicing Company Secretary
Place : Mumbai ACS No.: 1157 / COP No.: 124
Peer Review Cert. No.: 1439/2021
UDIN : A001157F000419071
32 GTL Limited
MDA DR CG FINANCE
CORPORATE GOVERNANCE REPORT

As the Company is listed on BSE Limited and National Stock Exchange of India Limited, in terms of Regulation 34(3) of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”), the
Compliance Report on Corporate Governance of GTL Limited (“GTL”) is given as under:
1. COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE

GTL’s Philosophy on the Code of Governance as adopted by its Board of Directors:
a. Ensure that quantity, quality and frequency of financial and managerial information which is shared with the Board,
fully places the Board members in control of the Company’s affairs.
b. Ensure that the Board exercises its fiduciary responsibilities towards stakeholders thereby ensuring high accountability.
c. Ensure that the extent to which the information is disclosed to present and potential investors is maximized.
d. The decision-making is transparent and documented through the minutes of the meetings of the Board /
Committees thereof.
e. Maximizing long term value of the stakeholders and the Company and to protect interest of minority shareholders.
f. Ensure that core values of the Company are protected.
g. Ensure that the Company positions itself from time to time to be at par with any other company of world class operating
practices.
2. BOARD OF DIRECTORS
PD/ ED/ NED/ Attendance in Attendance Positions in other Companies as on Directorship
NPD ID/NID* Board Meetings in last AGM 31/03/2024 in other
* listed entity
Held Attended Board Board Committee Committee
NAME OF DIRECTOR (Category of
Directorship Chairmanship Membership Chairmanship
Directorship)
(incl. ** (incl. ***
Chairmanship) Chairmanship)
** ***
Mr. D. S. Gunasingh [DIN: 02081210] NPD NED/ID 10 10 Present 0 0 0 0 0
Mr. Navin J. Kripalani [DIN: 05159768] NPD NED/ID 10 9 Present 0 0 0 0 0
Mr. Sunil S. Valavalkar [DIN: 01799698] NPD ED/NID 10 10 Present 0 0 0 0 0
Mrs. Siddhi M. Thakur [DIN: 07142250] NPD NED/NID # 10 10 Present 0 0 0 0 0
Dr. Mahesh M. Borase [DIN:03330328] NPD NED/ ID 10 10 Present 0 0 0 0 0
Ms. Sanjana S. Pawar (DIN:07139311) NPD NED / ID 10 10 Present 0 0 0 0 0
Ms. Jyotisana S. Kondhalkar (DIN: 10729811) NPD NED / ID ##
N.A. N.A. N.A. 0 0 0 0 0
Note : There is no inter-se relationship between the Board members.
* PD- Promoter Director, NPD- Non-Promoter Director; ED-Executive Director; NED–Non Executive Director; ID -Independent Director;
NID – Non Independent Director.
** Excludes directorship in associations, private limited companies, foreign companies, companies registered under Section 8 of the Companies
Act, 2013 (“the Act”) and Government Bodies.
*** In Audit and Stakeholders Relationship Committee of Indian Public Limited Companies.
# Subject to the approval of the Shareholders, Mrs. Siddhi M. Thakur was appointed as Additional Director designated as Non-Executive Non-
Independent Director of the Company w.e.f. April 1, 2023. The Shareholders’ approval was obtained by an Ordinary Resolution through Postal
Ballot which concluded on May 15, 2023.
## Pursuant to Section 161(1) of the Act, the Board approved the appointment of Ms. Jyotisana S. Kondhalkar as Additional Director w.e.f.
August 14, 2024. Pursuant to Sections 149,150 & 152 and other applicable provisions of the Act, the Board further appointed Ms. Jyotisana
S. Kondhalkar as an Independent Director from August 14, 2024 till August 13, 2029, subject to the approval of the Shareholders. The
Shareholders’ approval is proposed to be obtained at the ensuing Annual General Meeting.
A. Details of Board Meetings held during the year:

Date of Board Meetings 01-Apr-23 24-May-23 10-Aug-23 26-Aug-23 07-Nov-23 14-Dec-23 10-Jan-24 07-Feb-24 29-Feb-24 21-Mar-24
Board Strength 6 6 6 6 6 6 6 6 6 6
No. of Directors Present 6 6 6 5 6 6 6 6 6 6
In terms of Regulation 25(3) of the Listing Regulations and Schedule IV of the Act, a meeting of the Independent
Directors was held on March 21, 2024 for transacting stipulated business.

B. Skill/ expertise/ competencies of the Board of Directors:

In the context of its business and sector, for its effective functioning, the Company requires skills / expertise /
competencies in the areas of Finance, Legal, Risk, Governance and Business Leadership.
The Board has identified the following skills / expertise / competencies available with the Board for the effective
functioning of the Company:
Finance Dr. Mahesh M. Borase, Mr. Navin J. Kripalani, Mr. D. S. Gunasingh & Ms. Jyotisana S. Kondhalkar*
Legal & Governance Mr. D. S. Gunasingh & Ms. Jyotisana S. Kondhalkar*
Risk Dr. Mahesh M. Borase, Ms. Sanjana S. Pawar, Mrs. Siddhi M. Thakur & Ms. Jyotisana S. Kondhalkar*
Business Leadership Mr. Sunil S. Valavalkar, Mr. Navin J. Kripalani & Dr. Mahesh M. Borase
* Appointed w.e.f. August 14, 2024.
C. In the opinion of the board, the independent directors fulfill the conditions specified in the Listing Regulations and are
independent of the management. Further, the Independent Directors have included their names in the data bank of
Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read
with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.
3. AUDIT COMMITTEE
A. Role / Terms of Reference:
The role of the Audit Committee shall include the following:
i. oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure
that the financial statement is correct, sufficient and credible;
ii. recommendation for appointment, remuneration and terms of appointment of auditors of the Company;
iii. approval of payment to statutory auditors for any other services rendered by the statutory auditors;
iv. reviewing, with the management, the financial statements and auditor’s report thereon before submission to the
Board for approval;
v. Any other terms of reference as required under the Act and the Listing Regulations including any amendments /
re-enactments thereof from time to time.
B. Composition of Audit Committee and Attendance of Members:
Meetings / Attendance
Name of Director and position
24-May-23 10-Aug-23 07-Nov-23 07-Feb-24
Mr. D. S. Gunasingh, Chairman Present Present Present Present
Mr. Navin J. Kripalani, Member Present Present Present Present
Mrs. Siddhi M. Thakur, Member Present Present Present Present
Dr. Mahesh M. Borase, Member Present Present Present Present
4. NOMINATION & REMUNERATION COMMITTEE (NRC)

A. Role / Terms of Reference:
(i) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and
recommend to the Board of Directors a policy relating to, the remuneration of the directors, key managerial
personnel and other employees;
(ii) Formulation of criteria for evaluation of performance of independent directors and the Board of Directors;
(iii) Identifying persons who are qualified to become directors and who may be appointed in senior management in
accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal;
34 GTL Limited
MDA DR CG FINANCE
(iv) Whether to extend or continue the term of appointment of the independent director, on the basis of the report of
performance evaluation of independent directors;
(v) Providing information to the shareholders in case of appointment of New Director or re-appointment of a Director
as stipulated in the Act and the Listing Regulations;
(vi) Providing of General shareholder information in the Annual Report;
(vii) Review of HR Policies / Initiatives & Senior Level Appointments;
(viii) Administer and supervise Employees Stock Option Schemes including allotment of shares arising out of conversion
of Employee Stock Option Scheme(s) or under any other employee compensation scheme;
(ix) Frame suitable Policies and systems for implementation, take appropriate decisions and monitor implementation
of the following Regulations:
(a) SEBI (Prohibition of Insider Trading) Regulations, 2015; and
(b) SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to the Securities Market) Regulations,
2003.
(x) Perform such other functions consistent with regulatory requirements.
B. Composition of NRC and Attendance of Members:
Meetings/Attendance
Name of Director and Position
17-May-23 09-Aug-23 22-Aug-23 26-Aug-23 07-Nov-23 07-Feb-24
Mr. Navin Kripalani, Chairman Present Present Absent Present Present Present
Mr. D. S. Gunasingh, Member Present Present Present Present Present Present
Dr. Mahesh M. Borase, Member Present Present Present Present Present Present
Ms. Sanjana Pawar, Member Present Present Present Present Present Present
C. Performance Evaluation Criteria for Independent Directors:
The performance evaluation criteria for Independent Directors are determined by the Nomination and Remuneration
Committee. Indicative lists of factors that may be evaluated include attendance, participation, proactive & positive
approach, maintenance of confidentiality and contribution by a director.
D. Remuneration Policy:
The Policy Dossier approved by the Board at its meetings held on May 20, 2014 and amended from time to time (which
contains the compensation policy including criteria for making payments for Directors) is displayed on the website of
the Company at http://www.gtllimited.com/ind/inv_cg.aspx.
The said policy provides for the following:
I. Executive Directors:
(i) Salary and commission not to exceed limits prescribed under the Act.
(ii) Remunerate from time to time depending upon the performance of the Company, Individual Directors
performance and prevailing Industry norms.
(iii) No sitting fees.
(iv) No ESOPs for Promoter Directors.
II. Non-Executive Directors:
(i) Eligible for commission based on time, efforts and output given by them.
(ii) Sitting fees and commission not to exceed limits prescribed under the Act.
(iii) Eligible for ESOPs (other than Independent and Promoter Directors).

5. DETAILS OF REMUNERATION TO ALL THE DIRECTORS DURING THE YEAR ENDED MARCH 31, 2024
Name of Director Salary PF / Perqu- Comm- Perfor- Sitting Total Service
(`₹) Pension isites ission mance linked fees (`₹) Contract /
Fund (`₹) (`₹) bonus (along (`₹) Notice period/
(`₹) with Criteria) Severance
(`₹) fees / Pension
a) Executive Director
i) Mr. Sunil S. Valavalkar 38,96,511 1,32,601 - @ @ N.A. 40,29,112 Liable to retire
by rotation*
b) Non-Executive Directors
i) Mr. D. S. Gunasingh - - - @ - 24,50,000 24,50,000 #
ii) Mr. Navin J. Kripalani - - - @ - 20,00,000 20,00,000 #
iii) Mrs. Siddhi M. Thakur - - - @ - 20,25,000 20,25,000 Liable to retire
by rotation##
iv) Dr. Mahesh M. Borase - - - @ - 23,50,000 23,50,000 #
v) Ms. Sanjana S. Pawar - - - @ - 20,50,000 20,50,000 #
@ On account of accumulated loss, the Company has not paid any Commission / Performance Linked Bonus to Executive Director and Non-
Executive Directors
* 3 years w.e.f. December 16, 2023 / notice period 3 months or 3 months’ salary in lieu of the notice / Nil / Nil. The re-appointment and payment
of remuneration is subject to approval of Secured Creditors and shareholders.
# While Mr. D. S. Gunasingh & Mr. Navin J. Kripalani were re-appointed as Independent Directors from September 16, 2019 to September 15,
2024, Ms. Sanjana Pawar and Dr. Mahesh M. Borase were appointed as Independent Directors from November 24, 2022 to November 23, 2027
and December 20, 2022 to December 19, 2027 respectively.
## Mrs. Siddhi M. Thakur was appointed as Non-Executive Non-Independent Director of the Company w.e.f. April 1, 2023.
Notes:
1. Mr. D. S. Gunasingh held 100 equity shares in the Company as on March 31, 2024.
2. Apart from the above, the Directors do not have any other pecuniary relationship or transactions with the Company.
3. Currently the Company does not have any stock option plan / scheme.
4. The details of familiarization programs imparted to independent directors are available on website link of the Company
at http://www.gtllimited.com/ind/inv_cg.aspx
6. STAKEHOLDERS RELATIONSHIP COMMITTEE
A. Composition of Committee:
Name of Director Position
Mr. D. S. Gunasingh Chairman
Mrs. Siddhi M. Thakur Member
Ms. Sanjana Pawar Member
B. Name of Non-Executive Director heading the Committee : Mr. D. S. Gunasingh.
C. Name and Designation of compliance officer : Mr. Deepak A. Keluskar, Company Secretary
D. Number of shareholders complaints received during 2023-24 : Nil
E. Number of complaints not solved to the satisfaction of shareholders : Nil
F. Number of pending complaints : Nil
7. PARTICULARS OF SENIOR MANAGEMENT
Name Position
Mr. Milind Bapat Chief Financial Officer
Mr. Deepak Keluskar Company Secretary
Mr. Deven Buch Head – Business Operations
Mr. Nitin Mandavkar Head- Treasury
Mr. Venkatesh Iyer Head – Human Resource
36 GTL Limited
MDA DR CG FINANCE
8. DETAILS OF GENERAL MEETINGS

A. Location and time of the Company’s last three Annual General Meetings with details of special resolutions passed:
Year FY 2020-21 FY 2021-22 FY 2022-23

Date September 28, 2021 September 29, 2022 September 26, 2023
Time 11:00 A.M. 02:00 P.M. 11:00 A.M.
Venue Due to COVID-19 & the lockdown The Company had conducted The Company has conducted
/ restrictions imposed by the meeting through Video meeting through Video
Government the Company had Conferencing (VC) / Other Conferencing (VC) / Other Audio-
conducted meeting through Video Audio- Visual Means (OAVM) Visual Means (OAVM) pursuant
Conferencing (VC) / Other Audio- pursuant to circular issued by to General Circular issued by
Visual Means (OAVM) pursuant Ministry of Corporate Affairs Ministry of Corporate Affairs
to circular issued by Ministry of dated May 5, 2022. Accordingly, dated December 28, 2022 read
Corporate Affairs dated May 5, the venue of 34th AGM was with other circulars. Accordingly,
2020. Accordingly, the venue of deemed to be the Registered the venue of 35th AGM was
33rd AGM was deemed to be the Office of the Company at “Global deemed to be the Registered
Registered Office of the Company Vision”, Electronic Sadan No. Office of the Company at “Global
at “Global Vision”, Electronic II, MIDC, TTC Industrial Area, Vision”, Electronic Sadan No.
Sadan No. II, MIDC, TTC Industrial Mahape, Navi Mumbai-400 II, MIDC, TTC Industrial Area,
Area, Mahape, Navi Mumbai-400 710. Maharashtra, India. Mahape, Navi Mumbai- 400
710. Maharashtra, India. 710. Maharashtra, India.
Details of
Special
NIL NIL NIL
Resolutions
passed
B. Whether Special Resolutions were put through postal ballot last year, details of voting pattern: No, as no special
resolutions put through Postal Ballot last year, the question of presenting details of voting pattern does not arise.
C. Person who conducted the postal ballot exercise: Not Applicable.
D. Whether special resolutions are proposed to be conducted through postal ballot:
No special resolution is proposed to be conducted through postal ballot at the time of ensuing Annual General Meeting.
E. The Procedure for postal ballot:
As and when Special Resolutions are conducted through postal ballot, they shall be conducted as per the provisions of
Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 and
other applicable provisions if any.
F. Details of Extra-Ordinary General Meetings held in last three years: Not Applicable
9. MEANS OF COMMUNICATION
A. Financial Results:
The quarterly, half-yearly and yearly financial results of the Company are sent to the Stock Exchanges where shares
of the Company are listed, immediately after they are approved by the Board.
B. Publication of Quarterly Results:
The status of publication of Quarterly Results is as under:
Date of publication of results for the Quarter ended

Newspapers
31-Mar-23 30-Jun-23 30-Sep-23 31-Dec-23
Free Press Journal 25-May-23 11-Aug-23 08-Nov-23 08-Feb-24
Navshakti 25-May-23 11-Aug-23 08-Nov-23 08-Feb-24
C. Website where displayed:

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

D. Whether it also displays official news releases:

• Press Releases, if any, made by the Company from time to time will also be displayed on the Company’s website.
• The Management Discussion and Analysis Report (“MD&A”) containing various information is also displayed as a
part of the Company’s Annual Report.
E. The presentation made to institutional investors or to the analysts:
During the year under review, the Company has not made any presentations to institutional investors or to the analysts.
10. GENERAL SHAREOWNER INFORMATION

The Company is registered in the State of Maharashtra, India. The Corporate Identity Number (“CIN”) allotted to the Company
by the Ministry of Corporate Affairs (“MCA”) is L40300MH1987PLC045657.
A. Date, time and venue of the 36th Annual General Meeting:
Date : September, 12, 2024
Time : 02.00 P.M.(IST)
Venue : The Company is conducting meeting through Video Conferencing (VC) / Other Audio-Visual Means (OAVM) pursuant

to General Circular no. 9/2023 dated September 25, 2023 and other Circulars issued by MCA / SEBI. Accordingly, the venue
of 36th AGM shall be deemed to be the Registered Office of the Company at “Global Vision”, Electronic Sadan No. II, MIDC,
TTC Industrial Area, Mahape, Navi Mumbai - 400 710. Maharashtra, India. For details please refer to the Notice of AGM.
B. Financial Year: April 1 - March 31
C. Dividend Payment Date: Not Applicable as the Board has not recommended any dividend for FY 2023-24.
D. Listing on Stock Exchanges:
BSE Limited. (BSE) National Stock Exchange of India Limited. (NSE)

Phiroze Jeejeebhoy Towers, Dalal Street, Exchange Plaza, C-1, Block G, Bandra Kurla Complex,
Mumbai- 400001 Bandra East, Mumbai – 400051
Listing Fees for FY 2024-25 in respect of equity capital paid to both the Stock Exchanges.
E. Stock Exchange Codes (Equity):
Stock Exchange / News Agency Stock Code
BSE 500160
NSE GTL
Reuters Code GTL.BO & GTL.NS
Bloomberg ticker GTS:IN
Equity ISIN INE043A01012
F. Stock Market Price Data:
Monthly high and low of closing quotations and volume of shares traded on BSE and NSE are given below:
BSE NSE
Month
High (₹`) Low (`₹) Volume (Nos.) High (`₹) Low (`₹) Volume (Nos.)
Apr-2023 5.59 5.13 17,27,307 5.60 5.00 40,86,701
May-2023 6.06 5.15 29,62,522 6.05 5.15 91,58,770
Jun-2023 6.51 5.72 31,60,232 6.50 5.70 1,13,64,159
Jul-2023 7.57 6.62 46,77,625 7.50 6.60 1,94,56,580
Aug-2023 7.26 6.86 29,15,128 7.25 6.85 1,04,38,407
Sep-2023 10.59 7.59 1,23,26,709 10.55 7.60 4,27,55,303
Oct-2023 8.53 7.12 15,09,148 8.45 7.15 53,70,879
Nov-2023 9.10 7.61 21,42,364 9.00 7.55 52,56,904
Dec-2023 9.08 7.59 25,46,313 9.05 7.55 92,19,084
Jan-2024 18.77 10.68 3,94,37,386 18.55 10.65 10,86,37,320
Feb-2024 17.50 12.24 34,43,740 17.40 12.30 63,73,403
Mar-2024 12.00 9.39 31,79,487 12.10 9.35 1,04,49,840
38 GTL Limited
MDA DR CG FINANCE
G. GTL’s share performance in comparison to broad-based indices (BSE: Sensex and NSE: Nifty):
80000 BSE-Sensex 20.00 24000 NSE-Nifty 20.00

GTL-BSE GTL-NSE
18.00 23000 18.00
75000
16.00 22000 16.00
Share Price `
14.00 21000 14.00
Share Price `
70000
Sensex Index
Nifty Index
12.00 20000 12.00
65000 19000 10.00
10.00
8.00 18000 8.00

60000
6.00 17000 6.00
55000 4.00 16000 4.00

Apr-23
May-23
Jun-23
Jul-23
Aug-23
Sep-23
Oct-23
Nov-23
Dec-23
Jan-24
Feb-24
Mar-24
Apr-23
May-23
Jun-23
Jul-23
Aug-23
Sep-23
Oct-23
Nov-23
Dec-23
Jan-24
Feb-24
Mar-24
Period Period
H. Registrar and Share Transfer Agent (RTA):

Bigshare Services Private Limited
Unit: GTL Limited
Office No. S6-2, 6th Floor, Pinnacle Business Park, Next to Ahura Centre,
Mahakali Caves Road, Andheri (East), Mumbai-400093, Maharashtra, India
Tel : +91-22-62638200 Extn : 221-222 Fax : + 91 22 62638299
Email : info@bigshareonline.com Website : www.bigshareonline.com
Online form based investor correspondence link :
http://www.bigshareonline.com/InvestorLogin.aspx
I. Share transfer system:
In terms of Regulation 40(1) of SEBI Listing Regulations, as amended from time to time, transfer, transmission and
transposition of securities shall be effected only in dematerialized form.
Further, pursuant to SEBI Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022,
the listed companies shall issue the securities in dematerialized form only, for processing any service requests
from shareholders viz., issue of duplicate share certificates, endorsement, transmission, transposition, etc. After
processing the service request, a letter of confirmation will be issued to the shareholders and shall be valid for
a period of 120 days, within which the shareholder shall make a request to the Depository Participant (“DP”)
for dematerializing those shares. If the shareholders fail to submit the dematerialisation request within 120
days, then the Company shall credit those shares in the Suspense Escrow Demat account held by the Company.
Shareholders can claim these shares transferred to Suspense Escrow Demat account on submission of necessary
documentation.
In the case of transmission or transposition, the transfers are processed and approved by the RTA and reported
for noting subsequently at the Stakeholders’ Relationship Committee of the Company. Such transfers are generally
processed within a period of 15 (Fifteen) days from the date of receipt of the documents by the RTA.
The Company also obtains from a Practicing Company Secretary a certificate of compliance with the share transfer
formalities as required under Regulation 40(9) of the Listing Regulations and files a copy of the compliance certificate
with the Stock Exchanges, where the shares of the Company are listed.
J. Distribution of shareholding as on March 31, 2024:
1. Distribution of shares according to size of holding:
No. of Shares No. of Shareholders % of Shareholders Share amount (`₹) % to Total
Upto 500 117,067 80.74 13,41,78,480 8.53
501 – 1000 12,511 8.63 10,47,48,310 6.66
1001 - 2000 7,122 4.91 11,04,66,660 7.02
2001 - 3000 2,677 1.85 6,91,29,150 4.39
3001 - 4000 1,171 0.81 4,21,69,630 2.68
4001 - 5000 1,242 0.86 5,94,61,270 3.78
5001 - 10000 1,779 1.23 13,52,97,560 8.60
10001 & Above 1,423 0.98 91,75,16,750 58.33
Total 1,44,992 100.00 1,57,29,67,810 100.00

2. Distribution of shares by categories of shareholders:
Sr. Nos. of Voting

Category
No. Shares held Strength %
1 Promoter & Promoter Group 2,24,80,559 14.29
2 Public – Institutions
a. - Foreign Portfolio Investors / FIIs 6,79,192 0.43
b. - Banks/FIs 1,51,38,974 9.62
c. - Insurance Companies 10,07,259 0.64
Public Institutions (Sub-Total) 1,68,25,425 10.70
3 Public - Non-Institutions
a. - Resident Individuals / HUF 11,10,76,581 70.62
b. - Other - Bodies Corporate / Trusts (Domestic) 42,44,635 2.70
c. - Other - Clearing Members 2,95,238 0.19
d. - Other - Non-resident Indians 19,71,545 1.25
e. - Other – Foreign Company 250 0.00
f. - Other - Foreign National 1,933 0.00
g. - Other - Overseas Corporate Bodies 25,000 0.02
h. - Other - Directors/Relatives 18,950 0.01
i. - Other - Unclaimed Suspense Account 56,377 0.04
j. - Other - Investor Education & Protection Fund Authority 3,00,288 0.19
Public Non-Institutions (Sub-Total) 11,79,90,797 75.01
Total: 15,72,96,781 100.00
3. Top 10 Shareholders:
Sr. No. of %
Name(s) of Shareholders Category
No. Shares holding
01 Global Holding Corporation Private Limited (Promoter Group) Corporate Body 2,24,80,559 14.29
02 Union Bank of India Bank 75,56,681 4.80
03 Anand Shankarrao Utture Public 34,10,657 2.16
04 Canara Bank Bank 32,93,875 2.09
05 Indian Overseas Bank Bank 24,33,199 1.55
06 UCO Bank Bank 18,54,519 1.18
07 Dharmendra Kumar Gupta Public 13,04,000 0.83
08 Ajay Naresh Aggarwal Public 10,07,601 0.64
09 Life Insurance Corporation of India Insurance Companies 10,07,259 0.64
10 Algoquant Fintech Limited Corporate Body 9,00,000 0.57
K. Dematerialization of shares and liquidity:
Trading in equity shares of the Company on the Stock Exchanges is permitted only in dematerialized form as referred in (i)
above. The shares of the Company are available for trading under both the depositories in India – NSDL & CDSL. 99.87%
of the Company’s shares are held in dematerialized form as on March 31, 2024.
The Company’s equity shares are among the regularly traded shares on the BSE and NSE. Relevant data for the traded
volumes is provided hereinabove.
L.
utstanding Global Depository Receipts or American Depository Receipts or Warrants or any Convertible
O
instruments, conversion date and likely impact on equity:
Currently the Company does not have any outstanding Global Depository Receipts or American Depository Receipts or
Warrants or any Convertible instruments and hence there will be no impact on equity.
M. Plant Locations:
The Company is in the business of providing network services. Its main workplace is situated at Mahape, Navi Mumbai,
where the registered office of the Company is situated, the address of which is given below at Sr. No. “N.”
40 GTL Limited
MDA DR CG FINANCE
N. Address for correspondence:

Registered Office
GTL Limited, “Global Vision”, Electronic Sadan - II, MIDC, TTC Industrial Area,
Mahape, Navi Mumbai – 400 710, Maharashtra, India
Website: www.gtllimited.com CIN: L40300MH1987PLC045657
Tel.: +91 22 2761 2929 Fax: +91 22 2768 9990
E-mail for Investor Grievance/s: gtlshares@gtllimited.com
O. Credit Ratings obtained by the Company
During the year under review, the Company has not obtained any credit ratings for any of its debt instruments.
11. OTHER DISCLOSURES

A. Disclosures on materially significant related party transactions of the Company that may have potential
conflict with the interests of the Company at large:
The necessary disclosures regarding the transactions with Related Parties are given in the notes to the Accounts. None
of these transactions have potential conflict with the interest of the Company at large.
B. Details of non-compliance by the Company, penalties, strictures imposed on the Company by the Stock Exchanges
or SEBI or any Statutory Authority, on any matter related to Capital Markets during the last three years:
There was no such instance in the last three years.
C. Details of establishment of vigil mechanism, Whistle Blower Policy and affirmation that no personnel have
been denied access to the Audit Committee:
The Company has formulated the Whistle Blower Policy providing vigil mechanism for receiving and redressing
directors / employees’ complaints and that no personnel of the Company were denied access to the Audit Committee.
The said Policy has been placed on the Company’s website at http://www.gtllimited.com/ind/inv_cg.aspx.
D. Details of Compliance with mandatory requirements and adoption of the non-mandatory requirements:
The Company confirms that it has complied with all mandatory requirements prescribed in the Listing Regulations for the
financial year 2023-24. The Company has obtained a certificate from Auditors certifying its compliance with the paragraph
E of Schedule V to the Listing Regulations. This certificate is annexed to the Directors’ Report for the FY 2023-24.
As regards adoption of non-mandatory requirements, the same are provided at serial No. 13 below.
E. Web link where policies for (i) determining ‘material’ subsidiaries and (ii) dealing with related party transactions
are disclosed :
The required information can be accessed from the Company’s website link: http://www.gtllimited.com/ind/inv_cg.aspx.
F. Disclosure of commodity price risk or foreign exchange risk and commodity hedging activities:
Please refer to MD&A for the same.
G. A certificate has been received from a Practicing Company Secretary that none of the Directors on the Board of the
Company has been debarred or disqualified from being appointed or continuing as Directors of Companies by the
Securities and Exchange Board of India / Ministry of Corporate Affairs or such other statutory authorities.
H. During the FY 2023-24, the total fees paid by the Company, on a consolidated basis to M/s. GDA & Associate, Statutory
Auditors and all entities in the network firm / network entity of which the statutory auditors are part thereof for all the
services provided by them is ₹` 56.84 Lakhs. (including fees of GST audit for FY 2024-25 paid during current year).
I. Disclosure in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013
Details of number of complaints received, disposed and pending during the FY 2023-24 pertaining to the Sexual
Harassment of Women at Workplace are as under:
Number of complaints filed during the financial year NIL

Number of complaints disposed of during the financial year NIL
Number of complaints pending as at the end of the financial year NIL
J. Disclosure by listed entity and its subsidiaries of ‘Loans and advances in the nature of loans to firms/companies
in which directors are interested by name and amount : Not Applicable
K. Details of material subsidiaries of the listed entity including the date and place of incorporation and the name
and date of appointment of the statutory auditors of such subsidiaries : Not Applicable

12. NON-COMPLIANCE OF ANY REQUIREMENT OF CORPORATE GOVERNANCE REPORT OF SUB-PARAS (2) TO

(10) ABOVE, WITH REASONS THEREOF
Does not arise as the Company has complied with requirement of sub-paras (2) to (10) above.
13. DISCRETIONARY REQUIREMENTS

As required under Regulation 27(1) read with Part E of the Schedule II and Part C (12) of Schedule V to the Listing Regulations,
we furnish hereunder the extent to which the Company has adopted discretionary requirements:
A. The Board:
Has a Non-Executive Chairman. He is provided with an office and the expenses incurred by him in the performance of
his duties are reimbursed.
B. Shareholders Rights:
Financial Results for the half year / quarter ended September 30, 2023 were published in the Free Press Journal and
Navshakti newspapers and were also displayed on the Company’s website www.gtllimited.com and disseminated to the
Stock Exchanges (i.e. BSE & NSE) wherein its equity shares are listed, hence separately not circulated to the shareholders.
C. Modified opinion(s) in Audit Report:
The modified opinion of the Auditor relates to Note 22.3 & 32.1 of Notes to Financial Statements and the same has
been dealt with appropriately in the Directors’ Report / Notes to Accounts. The Management is of the view that based
on the sanctions by all the lenders as per OTS / solutions in respect of NCLAT & DRT, it would be in a position to revive
the Company and continue its operations. Once the Company’s efforts to revive the Company succeed, the Company
will be in a position to move towards a regime of financial statements with unmodified audit opinion.
D. Separate posts of Chairman and CEO:
The posts of Chairman and CEO are separate.
E. Reporting of Internal Auditor:
The Internal Auditor of the Company reports to the Audit Committee.
14. COMPLIANCE WITH CORPORATE GOVERNANCE REQUIREMENTS

During the year, the Company has complied with the corporate governance requirements specified in Regulations 17 to 27
and clauses (b) to (i) of sub-regulation (2) of Regulation 46 of the Listing Regulations.
15. LEGAL PROCEEDINGS

For details of legal proceedings reference may be made to ‘Status of legal cases’ given under Management Discussion and
Analysis Report.
16. UNPAID / UNCLAIMED DIVIDENDS

Pursuant to provisions of Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”) dividends which remain unpaid or unclaimed for a period
of seven years from the date of its transfer to unpaid dividend account, are liable to be transferred to the Investor Education
and Protection Fund (“IEPF”).
The Company has not declared / paid any dividend for FY 2010-11 and thereafter. As reported in the Annual Reports for
FY 2017-18 and onwards, the Company had complied with the requirements and transferred unclaimed dividend of
FY 2009-10 and related shares to the IEPF Authority. No further Unclaimed / Unpaid Dividend(s) are due for transfer to the
IEPF as of date.
Further, as of September 26, 2023 (date of last AGM), since there were no further unclaimed / unpaid dividends due for
transfer to the IEPF, the Company is not required to upload any further details on the website of the Company / Ministry of
Corporate Affairs in terms of provisions of IEPF (Uploading of information regarding unpaid & unclaimed amounts lying with
companies) Rules, 2012.
Further, shares in respect of such dividends which have not been claimed for a period of seven consecutive years are also
liable to be transferred to the demat account of the IEPF Authority. The said requirement does not apply to shares in respect
of which there is a specific order of Court, Tribunal or Statutory Authority, restraining any transfer of the shares. Accordingly,
this requirement does not apply to the Shares relating to Unpaid Dividend of ` ₹0.20 Crore pertaining to the years 2000-01,
42 GTL Limited
MDA DR CG FINANCE
2001-02 and 2003-04 to 2009-10, which has not been transferred to IEPF, but held in abeyance on account of pending
legal cases.
The members who have a claim on dividends / shares which are transferred to the IEPF by the Company may verify their
claims, if any, on the website of the Company viz. www.gtllimited.com (under tabs “home” > “investors” > “investor
information” > “Unpaid / Unclaimed Dividend”). Claims, if any, may be raised with the IEPF Authority by submitting an online
application in the prescribed Form No. IEPF-5 available on the website www.iepf.gov.in and sending a duly signed physical
copy of the same to the Company, along with the requisite documents enumerated in the said Form No. IEPF-5. No claims
shall lie against the Company in respect of the dividends / shares so transferred.
17. EQUITY SHARES IN THE SUSPENSE ACCOUNT

In accordance with the requirements of Regulations 34(3) and Part F of Schedule V to the Listing Regulations, the Company
reports the following details in respect of equity shares lying in the suspense account:
Sr. No. of No. of

Particulars
No. Shareholders Shares
(i) Aggregate number of shareholders and the outstanding shares lying in the 506 56,377
suspense account as on April 1, 2023
(ii) Number of shareholders who approached the Company for transfer of shares 0 0
from suspense account during the year
(iii) Number of shareholders to whom shares were transferred from suspense 0 0

account during the year
(iv) Aggregate number of shareholders and the outstanding shares lying in the 506 56,377
suspense account as on March 31, 2024
The voting rights on the shares outstanding in the suspense account shall remain frozen till the rightful owner of such shares
is determined.
DECLARATION BY THE WHOLE-TIME DIRECTOR

Pursuant to the provisions of Regulation 34(3) read with Schedule V (D) of the Securities and Exchange Board of India (Listing
Obligations & Disclosure Requirements) Regulations, 2015, it is hereby declared that all the Board Members and Senior Management
Personnel of GTL Limited have affirmed compliance with the Code of Conduct for ‘Directors and Senior Management’ for the year
ended March 31, 2024.
Date : August 14, 2024 Sunil S. Valavalkar
Place : Navi Mumbai Whole-time Director

FINANCIAL STATEMENTS
INDEPENDENT AUDITORS’ REPORT ON STANDALONE FINANCIAL STATEMENTS

To, Material Uncertainty relating to Going Concern
The Members of GTL LIMITED We draw attention to the following notes to the accompanying
financial statements-
Report on the audit of the Financial Statements
a) Note no. 49 which inter-alia states that its net worth
Qualified Opinion has been eroded and the Company’s current liabilities
We have audited the accompanying financial statements of GTL are higher than its current assets as at March 31,
Limited (“the Company”), which comprise the Balance Sheet as at 2024. The above conditions indicate the existence of
March 31, 2024, the Statement of Profit and Loss (including other material uncertainty that casts significant doubt about
comprehensive income), the Statement of Changes in Equity and the Company’s ability to continue as a going concern.
the Statement of Cash Flows for the year ended on that date, notes However, the financial statements of the Company have
to the financial statements and a summary of material accounting been prepared on going concern basis for the reasons
policies and other explanatory information (hereinafter referred to as stated in the said note – As against the ‘in-principle’
“the financial statements”) in which, are included, the returns for the approval to the One Time Settlement (‘OTS’) proposal of
year ended on that date of the Company’s branch located at Nepal. the Company of ` 375.79 Crores, Secured Lenders have
recovered an amount of ` 101.01 Crores through sale of
In our opinion and to the best of our information and according Company’s immovable properties under SARFAESI Act,
to the explanations given to us, except for the effect of matters and for balance of ` 274.78 Crores, the Company has
prescribed in the basis for qualified opinion Section of our report, deposited ` 172.14 Crores as on date in Escrow account,
the aforesaid financial statements give the information required by maintained for the said purpose and is awaiting requisite
the Companies Act, 2013 (“the Act”) in the manner so required and sanction from the Secured Lenders along with resolution
give a true and fair view in conformity with the Indian Accounting of National Company Law Appellate Tribunal (NCLAT) and
Standards prescribed under Section 133 of the Act read with Debt Tribunal (DRT) related issues.
the Companies (Indian Accounting Standards) Rules, 2015, as
amended, (“Ind AS”) and other accounting principles generally Our opinion is not modified in respect of the above matter.
accepted in India, of the state of affairs of the Company as at March
Emphasis of Matter
31, 2024, the profit and other comprehensive income, changes in
equity and its cash flows for the year ended on that date. We draw attention to the following notes to the accompanying
financial statements-
Basis for Qualified Opinion
a) Note no. 35 which inter alia states that, the Company’s
As mentioned in Note No. 32.1 to the Statement, the Company lenders have sold immovable properties of the Company.
has neither paid nor provided interest on its borrowings during The Lenders have appropriated the sale proceeds of `
the financial year. Had such interest been recognised, the 181.10 Crores of the six immovable properties of the
finance cost and interest liability for the year ended March 31, Company, sold during the reporting period, against the
2024 would have been more by ` 426.55 Crores. Consequently, Rupee Loans. The amount realized over the carrying
the reported profit after Other Comprehensive Income by the value of Assets of ` 137.62 Crores is considered as
Company for the year ended March 31, 2024 would have been “Exceptional Item”.
a loss of ` 215.93 Crores. The Earnings per Share (EPS) would
have been negative ` 13.72. b) We invite attention to the note no. 47 which inter-alia
states that, with regards to the FIR filed by the Central
We conducted our audit of the financial statements in accordance Bureau of Investigation of India (CBI), during FY 2022-
with the Standards on Auditing (SAs) specified under Section 23, investigation was conducted towards certain charges
143(10) of the Companies Act, 2013 (“the Act”). Our responsibilities against the Company.
under those Standards are further described in the Auditor’s
Responsibilities for the Audit of the Financial Statements Section Our opinion is not modified in respect of the above matters.
of our report. We are independent of the Company in accordance Key Audit Matters
with the Code of Ethics issued by the Institute of Chartered
Key audit matters are those matters that, in our professional
Accountants of India (“the ICAI”) together with the ethical /
judgment, were of most significance in our audit of the financial
independence requirements that are relevant to our audit of the
statements of the current period. These matters were addressed
financial statements under the provisions of the Companies Act,
in the context of our audit of the financial statements as a
2013 and the Rules thereunder, and we have fulfilled our other
whole, in forming our opinion thereon, and we do not provide
ethical responsibilities in accordance with these requirements and
a separate opinion on these matters. We have determined the
the ICAI’s Code of Ethics. We believe that the audit evidence we
matters described below to be the key audit matters to be
have obtained is sufficient and appropriate to provide a basis for
communicated in our report.
our modified audit opinion on the financial statements.
44 GTL Limited
MDA DR CG FINANCE
Sr. No. Key Audit Matter Auditor’s Response

1. Accuracy of recognition, measurement, presentation and We assessed the Company’s process to identify the impact of
disclosures of revenues and other related balances in view adoption of the revenue accounting standard.
of adoption of Ind AS 115 “Revenue from Contracts with The procedure performed included the following:
Customers”
1. Evaluated the design of internal controls relating to revenue
The application of the revenue accounting standard involves recognition.
certain key judgments relating to identification of distinct
performance obligations, determination of transaction price of 2. Selected a sample of continuing and new contracts, and
the identified performance obligations, the appropriateness of tested the operating effectiveness of the internal control,
the basis used to measure revenue recognised over a period. relating to identification of the distinct performance
obligations and determination of transaction price.
3. Selected a sample of continuing and new contracts and
performed the following procedures:
– Read, analyzed and identified the distinct performance
obligations, if any, in these contracts.
– Compared these performance obligations with that
identified and recorded by the Company.
– Considered the terms of the contracts to determine basis of
recognizing the revenue ‘at a point’ or ‘over the period’, the
transaction price including any variable consideration to
verify the transaction price used to compute revenue and
to test the basis of estimation of the variable consideration.
– Verified whether the revenue has been recognised only
post the fulfilment of the performance obligations and
related conditions.
2. Evaluation of uncertain tax positions: Our procedures included the following:
The Company has material uncertain tax positions including Obtained understanding of key uncertain tax positions;
matters under dispute which involves significant judgment to Obtained details of completed tax assessments and demands
determine the possible outcome of these disputes. for the year ended March 31, 2024 from the management;
We along with our internal tax experts –
i. Discussed with management and evaluated the Management’s
underlying key assumptions in estimating the tax provision;
ii. Assessed management’s estimate of the possible outcome
of the disputed cases; and
iii. Considered legal precedence and other rulings in evaluating
management’s position on these uncertain tax positions.
Additionally, considered the effect of new information in respect
of uncertain tax positions as at April 1, 2023 to evaluate
whether any change was required to management’s position
on these uncertainties.
3. Assessment of contingent liabilities and provisions related Our audit procedures included:
to Taxation, Litigations and claims: - As part of our audit procedures we have assessed
The assessment of the existence of the present legal or Management’s processes to identify new possible obligations
constructive obligation, analysis of the probability of the and changes in existing obligations for compliance with
related payment and analysis of a reliable estimate, requires Company policy and Ind AS 37 requirements.
management’s judgement to ensure appropriate accounting or - We have analysed significant changes from prior periods
disclosures. and obtain a detailed understanding of these items and
Due to the level of judgement relating to recognition, valuation assumptions applied.
and presentation of provisions and contingent liabilities, this is - We have obtained relevant status details and Management
considered to be a key audit matter. representations on the major outstanding litigations.
(Refer note 39 to the financial statements) - As part of our audit procedures we have reviewed minutes
of board meetings (including the Audit Committee).
- We have held regular discussions with Management and
internal legal department.
-  We challenged the assumptions and critical judgements
made by management which impacted their estimate of the
provisions required, considering judgements previously made
by the authorities in the relevant jurisdictions or any relevant
opinions given by the Company’s advisors and assessing
whether there was an indication of management bias.
- We discussed the status in respect of significant provisions
with the Company’s internal tax and legal team.
We performed retrospective review of management judgements
relating to accounting estimate included in the financial
statement of prior year and compared with the outcome.

Other matters This responsibility also includes maintenance of adequate

a) We did not audit the financial statements / information accounting records in accordance with the provisions of
of Nepal branch included in the financial statements of the Act for safeguarding the assets of the Company and for
the Company, whose financial statements / financial preventing and detecting frauds and other irregularities;
information reflect total assets of ` 0.70 Crore (net assets selection and application of appropriate accounting policies;
of ` 0.05 Crore) as at March 31, 2024 and total revenues making judgments and estimates that are reasonable and
of ` Nil for the year ended on that date. The financial prudent; and design, implementation and maintenance of
statements / information of this branch are unaudited. adequate internal financial controls, that were operating
According to the information and explanations given to us effectively for ensuring the accuracy and completeness
by the Management, there are no transactions at the said of the accounting records, relevant to the preparation and
branch and these financial statements/information are not presentation of the financial statements that give a true and
material to the Company. fair view and are free from material misstatement, whether
due to fraud or error.
b) As at March 31, 2024, balance confirmations, with respect
to Bank Loan including interest accrued (net of Escrow In preparing the financial statements, management is
Account Balance), Bank Guarantee, Bank Current Account responsible for assessing the Company’s ability to continue
and Fixed Deposits aggregating to ` 3,874.54 Crores, as a going concern, disclosing, as applicable, matters related
have not been received. to going concern and using the going concern basis of
accounting unless management either intends to liquidate the
Our opinion is not modified in respect of above matters. Company or to cease operations, or has no realistic alternative
Information Other than the Financial Statements and but to do so.
Auditor’s Report thereon The Board of Directors are responsible for overseeing the
The Company’s Board of Directors is responsible for the Company’s financial reporting process.
preparation of the other information. The other information
Auditor’s Responsibilities for the Audit of the Financial
comprises the information included in the Management
Statements
Discussion and Analysis, Board’s Report including Annexures
to Board’s Report, Business Responsibility Report, Corporate Our objectives are to obtain reasonable assurance about
Governance and Shareholder’s Information, but does not include whether the financial statements as a whole are free from
the financial statements and our auditor’s report thereon. material misstatement, whether due to fraud or error, and to
issue an auditor’s report that includes our opinion. Reasonable
Our opinion on the financial statements does not cover the assurance is a high level of assurance, but is not a guarantee
other information and we do not express any form of assurance that an audit conducted in accordance with SAs will always
conclusion thereon. detect a material misstatement when it exists. Misstatements
In connection with our audit of the financial statements, our can arise from fraud or error and are considered material if,
responsibility is to read the other information identified above individually or in the aggregate, they could reasonably be
when it becomes available and, in doing so, consider whether expected to influence the economic decisions of users taken on
the other information is materially inconsistent with the financial the basis of these financial statements.
statements or our knowledge obtained during the course of our As part of an audit in accordance with SAs, we exercise
audit or otherwise appears to be materially misstated. professional judgment and maintain professional skepticism
When we read other information, if we conclude that there is a throughout the audit. We also:
material misstatement therein, we are required to communicate • Identify and assess the risks of material misstatement of
the matter to those charged with governance and describe the financial statements, whether due to fraud or error,
actions applicable in the applicable laws and regulations. We design and perform audit procedures responsive to those
have nothing to report in this regard. risks, and obtain audit evidence that is sufficient and
Responsibilities of Management and Those Charged with appropriate to provide a basis for our opinion. The risk
Governance for the Financial Statements of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud
The Company’s Board of Directors is responsible for the
may involve collusion, forgery, intentional omissions,
matters stated in Section 134(5) of the Act with respect to
misrepresentations, or the override of internal control.
the preparation of these financial statements that give a true
and fair view of the financial position, financial performance, •
Obtain an understanding of internal financial controls
total comprehensive income, changes in equity and cash relevant to the audit in order to design audit procedures
flows of the Company in accordance with the Ind AS and that are appropriate in the circumstances. Under Section
other accounting principles generally accepted in India. 143(3)(i) of the Act, we are also responsible for expressing
46 GTL Limited
MDA DR CG FINANCE
our opinion on whether the Company has adequate when, in extremely rare circumstances, we determine that
internal financial controls system in place and the a matter should not be communicated in our report because
operating effectiveness of such controls. the adverse consequences of doing so would reasonably
be expected to outweigh the public interest benefits of such
• Evaluate the appropriateness of accounting policies used
communication.
and the reasonableness of accounting estimates and
related disclosures made by the Board of Directors. Report on Other Legal and Regulatory Requirements
• Conclude on the appropriateness of management’s use I. As required by the Companies (Auditor’s Report) Order,
of the going concern basis of accounting and, based 2020 (“the Order”) issued by the Central Government of
on the audit evidence obtained, whether a material India in terms of sub-Section (11) of Section 143 of the
uncertainty exists related to events or conditions that Act, we give in the “Annexure A”, a statement on the
may cast significant doubt on the Company’s ability matters specified in paragraphs 3 and 4 of the Order to
to continue as a going concern. If we conclude that a the extent applicable.
material uncertainty exists, we are required to draw II. As required by Section 143 (3) of the Act, we report that:
attention in our auditor’s report to the related disclosures
in the financial statements or, if such disclosures are a) We have sought and obtained all the information and
inadequate, to modify our opinion. Our conclusions are explanations which to the best of our knowledge and
based on the audit evidence obtained up to the date of belief were necessary for the purposes of our audit.
our auditor’s report. However, future events or conditions b) In our opinion, proper books of account as required
may cause the Company to cease to continue as a going by law have been kept by the Company so far as it
concern. appears from our examination of those books.
• Evaluate the overall presentation, structure and content c) The report on the accounts of the branch office of
of the financial statements, including the disclosures, and the Company have not been audited under Section
whether the financial statements represent the underlying 143(8) of the Act by branch auditor. Accounts of the
transactions and events in a manner that achieves fair branch are management certified and have been
presentation. appropriately dealt with by us in preparing this
Materiality is the magnitude of misstatements in the financial report. (Refer Point (a) of Other Matter paragraph
statements that, individually or in aggregate, makes it probable above)
that the economic decisions of a reasonably knowledgeable d) The Balance Sheet, the Statement of Profit and Loss
user of the financial statements may be influenced. We consider including (other comprehensive income), the Cash
quantitative materiality and qualitative factors in (i) planning the Flow Statement and Statement of Changes in Equity
scope of our audit work and in evaluating the results of our work; dealt with by this Report are in agreement with the
and (ii) to evaluate the effect of any identified misstatements in books of account.
the financial statements.
e) In our opinion, the aforesaid Financial Statements
We communicate with those charged with governance comply with the Ind AS specified under Section 133
regarding, among other matters, the planned scope and of the Act, read with Rule 3 of the Companies (Indian
timing of the audit and significant audit findings, including Accounting Standards) Rules, 2015.
any significant deficiencies in internal control that we identify
during our audit. f) On the basis of the written representations received
from the directors as on March 31, 2024 taken
We also provide those charged with governance with a statement on record by the Board of Directors, none of the
that we have complied with relevant ethical requirements directors is disqualified as on March 31, 2024 from
regarding independence, and to communicate with them all being appointed as a director in terms of Section
relationships and other matters that may reasonably be thought 164 (2) of the Act.
to bear on our independence, and where applicable, related
safeguards. g) With respect to the adequacy of the internal financial
controls over financial reporting of the Company and
From the matters communicated with those charged with the operating effectiveness of such controls, refer to
governance, we determine those matters that were of most our separate Report in “Annexure B” to this report.
significance in the audit of the financial statements of the
current period and are therefore the key audit matters. We h) With respect to the other matters to be included in
describe these matters in our auditor’s report unless law or the Auditor’s Report under Section 197(16) of the
regulation precludes public disclosure about the matter or Act:

In our opinion and according to the information and any person or entity, including foreign
explanation given to us, the remuneration paid by entities (“Funding Parties”), with the
the Company to its directors during the current year understanding, whether recorded in
is in accordance with the provision of Section 197 of writing or otherwise, that the Company
the Act. shall, whether, directly or indirectly, lend
or invest in other persons or entities
i) With respect to the other matters to be included in
identified in any manner whatsoever
the Auditor’s Report in accordance with Rule 11 of
by or on behalf of the Funding Party
the Companies (Audit and Auditors) Rules, 2014, in
(“Ultimate Beneficiaries”) or provide any
our opinion and to the best of our information and
guarantee, security or the like on behalf
according to the explanations given to us:
of the Ultimate Beneficiaries; and
i.
The Company has disclosed the impact of
c) based on audit procedures that have been
pending litigations on its financial position in its
considered reasonable and appropriate
Financial Statements – Refer Note No. 39.C.1
in the circumstances, nothing has come
to the Financial Statements.
to our notice that has caused us to
ii. The Company does not have any long – term believe that the representations under
contracts including derivative contracts for sub-clause (i) and (ii) of Rule 11(e), as
which there are any material foreseeable provided under (a) and (b) above, contain
losses. any material mis-statement.
iii.
There has been no delay in transferring v.
The Company has not declared or paid
amounts, required to be transferred, to the dividend during the year. Hence, this clause is
Investor Education and Protection Fund by not applicable.
the Company. However, unpaid dividend of
vi. Based on our examination, which included test
` 0.20 Crore pertaining to the years 2000-01,
checks, the Company has used accounting
2001-02 and 2003-04 to 2009-10 has not
software for maintaining its books of accounts
been transferred to Investor Education and
for the financial year ended March 31, 2024
Protection Fund but is held in abeyance on
which has a feature of recording audit trail
account of pending legal cases.
(edit log) facility and the same has operated
iv. a) the Management has represented that, throughout the year for all relevant transactions
to the best of its knowledge and belief, recorded in the software. Further, during the
no funds (which are material either course of our audit we did not come across
individually or in the aggregate) have any instance of the audit trail feature being
been advanced or loaned or invested tampered with.
(either from borrowed funds or share
As proviso to Rule 3(1) of the Companies
premium or any other sources or kind
(Accounts) Rules, 2014 is applicable from
of funds) by the Company to or in any
April 1, 2023, reporting under Rule 11(g) of
other person or entity, including foreign
the Companies (Audit and Auditors) Rules,
entity (“Intermediaries”), with the
2014 on preservation of audit trail as per the
understanding, whether recorded in
statutory requirements for record retention
writing or otherwise, that the Intermediary
is not applicable for the financial year ended
shall, whether, directly or indirectly lend
March 31, 2024.
or invest in other persons or entities
identified in any manner whatsoever by For GDA & Associates
or on behalf of the Company (“Ultimate Chartered Accountants
Beneficiaries”) or provide any guarantee,
security or the like on behalf of the Firm Registration Number: 135780W
Ultimate Beneficiaries; Akshay D. Maru
Partner
b) the Management has represented, that, Membership No: 150213
to the best of its knowledge and belief, UDIN : 24150213BKAJKC9511
no funds (which are material either
individually or in the aggregate) have Place : Mumbai
been received by the Company from Date : May 15, 2024
48 GTL Limited
MDA DR CG FINANCE
ANNEXURE – “A” TO THE INDEPENDENT AUDITORS’ REPORT iii. In respect of Investment made in, provided guarantee or
ON FINANCIAL STATEMENTS OF GTL LIMITED granted any loans secured/unsecured
(Referred to in paragraph I under the heading “Report on a) According to the information and explanations given
Other Legal and Regulatory Requirements” of our report of to us and on the basis of our examination of the
even date to the members of GTL Limited on the Financial records of the Company, the Company has not made
Statements for the year ended March 31, 2024) any investments, provided guarantee or security or
granted any advances in the nature of loans, secured
i. In respect of the Company’s Property Plant & Equipment, or unsecured, to companies, firms, limited liability
right of use assets and Intangible Assets: partnerships or any other parties during the year. In
a) A. the Company has maintained proper records view of the above, clauses iii (a), iii (b), iii (c), iii (d),
showing full particulars including quantitative iii (e) & iii (f) of the Order are not applicable to the
details and situation of property, plant and Company.
equipment and relevant details of right-of- iv. The Company has not granted any loans, or made any
use assets for the year. investment, or provided any guarantee or security in
B. the Company has maintained proper records respect of which provisions of Section 185 and 186 of the
showing full particulars of intangible assets. Act are applicable. Accordingly, the provisions of clause
b) As explained to us, the Company has a phased (iv) of the order are not applicable to the Company.
program of physical verification of the property, plant v. In our opinion and according to the information and
and equipment and right-of-use assets, which in explanations given to us, the Company has complied
our opinion is reasonable, having regard to the size with the directives issued by the Reserve Bank of India
of the Company and nature of its assets. and the provisions of Sections 73 to 76 or any other
The Company, in accordance with the said program, has relevant provisions of the Act and the rules framed
physically verified certain property, plant and equipment there under, to the extent applicable. We are informed
and right-of-use assets. No material discrepancies by the Management that no order has been passed
were noticed on such physical verification. by the Company Law Board or National Company Law
Tribunal or Reserve Bank of India or any court or any
c) According to the information and explanations
other Tribunal in this regard.
given to us and based on the records produced,
the title deed of the immovable property (other than vi. According to the information and explanations given to
properties where the Company is the lessee and us, the Central Government has not prescribed the cost
the lease agreements are duly executed in favour records to be maintained under sub-Section (1) of Section
of the lessee) held by the Company is in the name 148 of the Act in respect of business activities carried on
of the Company. The title deed of the immovable by the Company. Therefore, the provisions of clause (vi) of
property held by the Company is verified from the the Order are not applicable to the Company.
photo copy of such title deed as the original thereof vii. a) According to the information and explanations given
have been deposited with the lenders for securing to us and according to the records of the Company
the borrowings of the Company and confirmation for examined by us, in our opinion, the Company is
the same has been obtained from IDBI Trusteeship generally regular in depositing with the appropriate
Services Limited dated January 06, 2023. authorities undisputed statutory dues including
d) The Company has neither revalued its PPE (including Goods and Service Tax, Provident Fund, Employees’
Right of Use assets) nor intangible assets or both State Insurance, Income-tax, Sales Tax, Service
during the year. Tax, Duty of Custom, Duty of Excise, Value Added
Tax, Cess and any other statutory dues, wherever
e) As per the information and explanation provided
applicable.
to us, no proceedings have been initiated or are
pending against the Company for holding any On the basis of examination of the relevant records
benami property under the Benami Transactions and according to the information and explanations
(Prohibition) Act, 1988 (45 of 1988) and rules made given to us, except for Sales Tax dues of ` 5.68
there under. Crores no undisputed amounts payable in respect
of aforesaid dues were outstanding as at March 31,
ii. a) The inventories have been physically verified during
2024 for a period of more than 6 months from the
the year by the management. In our opinion, the
date they became payable.
frequency of verification is reasonable and coverage
and procedure of such verification is appropriate. b) According to the information and explanations given
No material discrepancies were noticed on such to us, there were no dues in respect of Goods and
physical verification. Service Tax, Provident Fund, Employees’ State
Insurance, Income-tax, Sales Tax, Service Tax, Duty
b) According to the information and explanations given
of Custom, Duty of Excise, Value Added Tax, Cess
to us, the Company has not availed working capital
and any other statutory dues which have not been
limits from banks or financial institutions on the basis
deposited on account of any dispute except the
of security of its’ current assets, hence reporting
following:
under clause (ii)(b) of the Order is not applicable.

(` in Crores)
Forum where Dispute is Period to which amount Gross Amount Amount Paid Amount
Name of Statute Nature of Dues
pending relates (Financial Year) involved under protest Unpaid
Central Sales Tax Act, Sales Tax, Entry Commissioner (Appeals), 1992-1993, 52.69 2.88 49.81
1956 and respective Tax, Trade Tax, Joint Commissioner, 1995-1997,
state’s Sales Tax Penalty, Interest Additional Commissioner, 2005-2018
Deputy Commissioner
Appellate Tribunals and 1995-1996, 23.50 2.40 21.10
Revision Boards 2002-2003,
2005-2011,
2013-2014
Sub-Total (A) 76.19 5.28 70.91
Finance Act, 1994 Service Tax, Commissioner (Appeals) 2013-2017 1.75 0.21 1.54
(Service Tax) Interest, Penalty Appellate Tribunals 2010-2017 95.48 6.83 88.65
(CESTAT)
Sub-Total (B) 97.23 7.04 90.19
Income Tax Act, 1961 Tax & Interest CIT (Appeals) 0.42 0.08 0.33
Sub-Total (C) 0.42 0.08 0.33
Grand Total (A+B+C) 173.84 12.40 161.43
viii. According to the information and explanations given to us, no transactions or income, not recorded in the books of account, have
been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961).
ix. a) On the basis of, our examination of the records of the Company, the terms of Corporate Debt Restructuring scheme as applicable
and according to the information and explanations given to us, the Company has defaulted in repayment of borrowings to
financial institutions and banks. The lender wise details of the amount of default and the period of default are as under.
A) Nature of Dues: Term Loan
(Grouped and disclosed under the heading “Secured: Payable to CDR lenders” of note no. 22 “Borrowings” to the
Financial Statements)
(` in Crores)
Name of the Lender Whether Amount of Period of Default
Principal or Default More than 365 days More than 730 days More than
Interest but less than but less than 1095 days
730 days 1095 days
Bank of Baroda Principal 190.74 - - 190.74
Bank of India Principal 173.21 - - 173.21
Canara Bank Principal 88.09 - - 88.09
Catholic Syrian Bank Principal 16.48 - - 16.48
Indian Bank Principal 55.47 - - 55.47
Indian Overseas Bank Principal 74.75 - - 74.75
Punjab National Bank Principal 111.62 - - 111.62
State Bank of India Principal 11.97 - - 11.97
Standard Chartered Bank Principal 11.40 - - 11.40
Small Industrial Development Bank of India Principal 56.32 - - 56.32
UCO Bank Principal 55.59 - - 55.59
Union Bank of India Principal 196.79 - - 196.79
Total 1,042.43 - - 1,042.43
B) Nature of Dues: Funded Interest Term Loan

(` in Crores)
Whether Principal Amount Period
Name of the Lender
or interest of Default of Default
Bank of Baroda Principal 53.15 More than 1095 days
Bank of India Principal 42.13 More than 1095 days
Canara Bank Principal 26.81 More than 1095 days
Catholic Syrian Bank Principal 6.37 More than 1095 days
IDBI Bank Principal 20.80 More than 1095 days
Indian Bank Principal 10.87 More than 1095 days
50 GTL Limited
MDA DR CG FINANCE
(` in Crores)
Whether Principal Amount Period
Name of the Lender
or interest of Default of Default
Indian Overseas Bank Principal 17.66 More than 1095 days
Punjab National Bank Principal 41.74 More than 1095 days
State Bank of India Principal 2.68 More than 1095 days
Standard Chartered Bank Principal 2.57 More than 1095 days
Small Industrial Development Bank of India Principal 10.22 More than 1095 days
UCO Bank Principal 11.88 More than 1095 days
Union Bank of India Principal 55.52 More than 1095 days
Total 302.40
C) Nature of Dues: Liability for Bank Guarantee Invocation
(` in Crores)
Name of the Lender Amount of Default Period of Default
Bank of Baroda 16.88 More than 1095 days
IDBI Bank 2.65 More than 1095 days
Punjab National Bank 58.04 More than 1095 days
UCO Bank 6.17 More than 1095 days
Union Bank of India 27.39 More than 1095 days
Total 111.13
D) Nature of Dues: External Commercial Borrowings
(Disclosed under the heading “Unsecured: Payable to External Commercial Borrowings (ECB) Lenders” of Note No. 22
“Borrowings” to the Financial Statements)
(` in Crores)
Name of the Lender Whether Principal or Interest Amount of Default Period of Default
Banks-
Al Salam Bank Principal 42.36 More than 4380 days
Bank of Baroda - London Principal 267.67 More than 4380 days
Bank of India - London Principal 108.87 More than 4380 days
Indian Bank - Colombo Principal 42.36 More than 4380 days
Indian Bank - Singapore Principal 42.36 More than 4380 days
Indian Overseas Bank - Hong Kong Principal 84.71 More than 4380 days
Punjab National Bank - London Principal 56.35 More than 4380 days
Syndicate Bank- London Principal 84.52 More than 4380 days
Sub-Total (A) 729.20
Others-
Standard Chartered Bank (Agent) Principal 161.19 More than 4380 days
Sub-Total (B) 161.19
Total (A)+(B) 890.39
Less: Deposits / Security Margin (100.58)
Total 789.81
E) Cash Credit
(` in Crores)
Name of the Lender Amount of Default Period of Default
Bank of Baroda 43.12 More than 1095 days
Bank of India 18.23 More than 1095 days
Canara Bank 56.62 More than 1095 days
Catholic Syrian Bank 12.61 More than 1095 days
IDBI Bank 4.27 More than 1095 days
Punjab National Bank 58.42 More than 1095 days
State Bank of India 1.13 More than 1095 days
Union Bank of India 67.59 More than 1095 days
Total 261.99

F) Nature of Dues: Non-Convertible Debentures (` in Crores)

As regards dues of ` 1,589.28 Crores disclosed Amount Period
under “Payable to holder of Rated Redeemable Name of the Lender
of Default of Default
Unsecured Rupee Non-Convertible Debentures” in Others-
Note No. 22 “Borrowings”.
Standard Chartered Bank 48.70 More than 2556 days
The Company has arrived at a onetime settlement (Agent)
(OTS) agreement with its NCD holders for its full Sub-Total (B) 48.70 More than 2556 days
and final payment of their existing dues and has Total 215.22
accordingly filed the agreed consent terms with the
The Company has neither paid nor provided interest
Honorable High Court. Accordingly, High court has
on its borrowings during the financial years 2017-
set aside the winding up petition filed by the NCD
18 to 2023-24, the details of interest not provided
holders against the Company.
are as follows-
G) Interest Payable on Term Loan, Funded Interest (` in Crores)
Term Loan, Cash Credit, Non-Convertible
Financial Year Interest Not Provided
Debentures & Bank Guarantee
2017-18 641.56
(` in Crores)
2018-19 605.24
Amount Period 2019-20 484.08
Name of the Lender
of Default of Default
2020-21 470.20
Bank of Baroda 136.14 More than 2556 days 2021-22 437.94
Bank of India 103.35 More than 2556 days 2022-23 417.69
Canara Bank 76.37 More than 2556 days 2023-24 426.55
Catholic Syrian Bank 12.99 More than 2556 days Total 3,483.26
IDBI Bank 53.21 More than 2556 days b) According to the information and explanation given to us,
Indian Bank 32.69 More than 2556 days the Company has not been declared as a wilful defaulter
(WD) by any bank or financial institution or any lender.
Indian Overseas Bank 47.54 More than 2556 days
However, we draw attention to Note 46 of the Financial
Punjab National Bank 105.67 More than 2556 days Statements, which states that one of the secured lenders
State Bank of India 6.31 More than 2556 days has initiated proceeding in this regards against the
Company, which is stayed by the appropriate Court. The
Standard Chartered Bank 510.43 More than 2556 days
said lender has sanctioned One Time Settlement against
Small Industrial Development 32.52 More than 2556 days which the Company has made the payment and the
Bank of India
process of withdrawing the WD proceeding is underway.
UCO Bank 32.20 More than 2556 days c) According to the information and explanation given
Union Bank of India 147.07 More than 2556 days to us, the Company has not borrowed new term
Total 1,296.50 loans during the year. Therefore, requirement of this
clause is not applicable to the Company.
H) Interest Payable on External Commercial Borrowings d) According to the information and explanation given
(` in Crores) to us, the Company has not raised any funds on short
term basis. Therefore, requirement of this clause is
Amount Period
Name of the Lender
of Default of Default not applicable to the Company.
e) According to the information and explanation given to
Banks-
us, the Company has not taken any funds from any
Al Salam Bank 9.74 More than 2556 days entity or person on account of or to meet the obligations
Bank of Baroda – London 61.68 More than 2556 days of its subsidiaries, associates or joint ventures.
Bank of India – London 23.67 More than 2556 days f) According to the information and explanation given
to us, the Company has not raised any loans during
Indian Bank – Colombo 9.74 More than 2556 days
the year on the pledge of securities held in its
Indian Bank - Singapore 9.74 More than 2556 days subsidiaries, joint ventures or associate companies.
Indian Overseas Bank - Hong 19.48 More than 2556 days x. a) According to the information and explanations given
Kong
to us and on the basis of examination of records
Punjab National Bank - 12.99 More than 2556 days of the Company, the Company has not raised any
London money by way of initial public offer or further public
Syndicate Bank- London 19.48 More than 2556 days offer (including debt instruments) during the year.
Sub-Total (A) 166.52 Hence the reporting requirement under clause (x)(a)
of the Order is not applicable to the Company.
52 GTL Limited
MDA DR CG FINANCE
b) According to the information and explanations given to Company (CIC) as defined in the regulations made
us and on the basis of examination of records of the by the Reserve Bank of India. Hence the clause (xvi)
Company, the Company has not made any preferential (c) of the Order is not applicable.
allotment or private placement of shares or convertible d) In our opinion and according to the information
debentures (fully, partially or optionally convertible) during and explanations given to us, the Company is not
the year. Hence the reporting requirement under clause a Core Investment Company (CIC) as defined in the
(x)(b) of the Order is not applicable to the Company. regulations made by the Reserve Bank of India.
xi. a) According to the information and explanation given Therefore, the provisions of clause (xvi)(d) are not
to us, no fraud on or by the Company, has been applicable to the Company.
noticed or reported during the course of our audit. xvii. In our opinion and according to the information and
However, we invite attention to the note no. 47 which explanations given to us and based on our examination
inter-alia states that, with regards to the FIR filed of records of the Company, the Company has not incurred
by the Central Bureau of Investigation of India (CBI), cash losses in the financial year and immediately
during FY 2022-23, investigation was conducted preceding financial year.
towards certain charges against the Company. xviii. There has been no resignation of the Statutory Auditors
b) No report U/s 143 (12) of the Companies Act during the year and hence the provision of clause (xviii) of
has been filed by the Auditors in Form ADT-4 as the Order is not applicable to the Company.
prescribed under rule 13 of Companies (Audit and xix. With reference to “Basis for Qualified Opinion” paragraph
Auditors) Rules, 2014 with the Central Government. and “Emphasis of Matter” paragraph and according to the
c) According to the information and explanation given information and explanation given to us and on the basis of
to us, no whistle-blower complaints have been the financial ratios, ageing and expected dates of realization
received during the year by the Company. of financial assets and payment of financial liabilities, other
xii. According to the information and explanations given to us, the information accompanying the financial statements, and
Company is not a Nidhi Company thus reporting requirements our knowledge of the Board of Directors and Management
under clause (xii) (a), (b) & (c) of the Order are not applicable. plans, we are of the opinion that no material uncertainty
xiii. According to the information and explanations given to us exists as on the date of the audit report and that Company
and based on our examination of records of the Company, is capable of meeting its liabilities existing as at the date
the transactions entered with related parties are in of balance sheet as and when they fall due within a period
compliance with provisions of Section 177 and 188 of the of 1 year from the balance sheet date except the amounts
Companies Act where applicable and the details of such payable to lenders as reported in clause ix(a) of the order.
transactions are disclosed in the Financial Statements as xx. a) According to the information and explanations given
required by the applicable accounting standards. to us, in respect of other than ongoing projects, the
xiv. a) According to the information and explanation given Company has ` Nil unspent amount during the year
to us, the Company has an internal audit system that needs to be transferred to a Fund specified in
commensurate with the size and nature of its business. Schedule VII to the Act in compliance with second
proviso to sub-section (5) of Section 135 of the Act.
b) The reports of the Internal Auditors of the Company
Hence, the reporting requirement under clause (xx)
issued till date for the period under audit were
(a) of the Order is not applicable to the Company.
considered by us.
b) According to the information and explanations given
xv. According to the information and explanations given
to us, in respect of ongoing projects, the Company has
to us and based on our examination of records of the
` Nil unspent amount during the year which needs to
Company, the Company during the year has not entered
be transferred to a special account in compiance with
into any non-cash transactions with directors or persons
sub-section (6) of Section 135 of the Act. Hence, the
connected with the directors covered under the provisions
reporting requriment under clause (xx) (b) of the Order
of Section 192 of the Act and accordingly the provisions of
is not applicable to the Company.
clause (xv) of the Order are not applicable to the Company.
xxi. The Company is not required to prepare consolidated
xvi. a) In our opinion and according to the information
financial statements and hence the provision of clause
and explanations given to us, the Company is not
(xxi) of the Order is not applicable.
required to be registered under Section 45-IA of the
Reserve Bank of India Act, 1934 (2 of 1934). For GDA & Associates
b) According to the information and explanation given
Firm Registration Number: 135780W
to us, the clause pertaining to the conduct of Non-
Banking Financial or Housing Finance activities Akshay D. Maru
without a valid Certificate of Registration (CoR) from Partner
the Reserve Bank of India as per the Reserve Bank Membership No: 150213
of India Act, 1934, is not applicable to the Company. UDIN: 24150213BKAJKC9511
c) According to the information and explanation given Place : Mumbai
to us, the Company is a not a Core Investment Date : May 15, 2024

ANNEXURE “B” TO THE INDEPENDENT AUDITOR’S REPORT We believe that the audit evidence we have obtained is sufficient
ON FINANCIAL STATEMENTS OF GTL LIMITED and appropriate to provide a basis for our audit opinion on the
Company’s internal financial controls system over financial
(Referred to in paragraph II (g) under ‘Report on Other Legal
reporting.
and Regulatory Requirements’ of our report of even date to
the members of GTL Limited on the Financial Statements Meaning of Internal Financial Controls over Financial Reporting
for the year ended March 31, 2024) A Company’s internal financial control over financial reporting is
Report on the Internal Financial Controls Over Financial a process designed to provide reasonable assurance regarding
Reporting under Clause (i) of Sub-Section 3 of Section 143 the reliability of financial reporting and the preparation of
of the Companies Act, 2013 (“the Act”) Financial Statements for external purposes in accordance with
generally accepted accounting principles. A Company’s internal
We have audited the internal financial controls over financial
financial control over financial reporting includes those policies
reporting of GTL Limited (“the Company”) as of March 31, 2024
and procedures that (1) pertain to the maintenance of records
in conjunction with our audit of the Financial Statements of the
that, in reasonable detail, accurately and fairly reflect the
Company for the year ended on that date.
transactions and dispositions of the assets of the Company; (2)
Management’s Responsibility for Internal Financial Controls provide reasonable assurance that transactions are recorded
The Company’s management is responsible for establishing and as necessary to permit preparation of Financial Statements in
maintaining internal financial controls based on the internal control accordance with generally accepted accounting principles, and
over financial reporting criteria established by the Company that receipts and expenditures of the Company are being made
considering the essential components of internal control stated only in accordance with authorizations of management and
in the Guidance Note on Audit of Internal Financial Controls Over directors of the Company; and (3) provide reasonable assurance
Financial Reporting (“the Guidance Note”) issued by the Institute regarding prevention or timely detection of unauthorized
of Chartered Accountants of India (ICAI). These responsibilities acquisition, use, or disposition of the Company’s assets that
include the design, implementation and maintenance of adequate could have a material effect on the Financial Statements.
internal financial controls that were operating effectively for Inherent Limitations of Internal Financial Controls over
ensuring the orderly and efficient conduct of its business, Financial Reporting
including adherence to Company’s policies, the safeguarding of
Because of the inherent limitations of internal financial controls over
its assets, the prevention and detection of frauds and errors, the
financial reporting, including the possibility of collusion or improper
accuracy and completeness of the accounting records, and the
management override of controls, material misstatements due to
timely preparation of reliable financial information, as required
error or fraud may occur and not be detected. Also, projections
under the Companies Act, 2013.
of any evaluation of the internal financial controls over financial
Auditor’s Responsibility reporting to future periods are subject to the risk that the internal
Our responsibility is to express an opinion on the Company’s financial control over financial reporting may become inadequate
internal financial controls over financial reporting based on because of changes in conditions, or that the degree of compliance
our audit. We conducted our audit in accordance with the with the policies or procedures may deteriorate.
Guidance Note and the Standards on Auditing issued by the Opinion
ICAI and deemed to be prescribed under Section 143(10) of the
In our opinion, to the best of our information and according to the
Companies Act, 2013, to the extent applicable to an audit of
explanations given to us, the Company has, in all material respects,
internal financial controls. Those Standards and the Guidance
an adequate internal financial controls system over financial
Note require that we comply with ethical requirements and plan
reporting and such internal financial controls over financial
and perform the audit to obtain reasonable assurance about
reporting were operating effectively as of March 31, 2024, based
whether adequate internal financial controls over financial
on the internal control over financial reporting criteria established
reporting was established and maintained and if such controls
by the Company considering the essential components of internal
operated effectively in all material respects.
control stated in the Guidance Note issued by the ICAI.
Our audit involves performing procedures to obtain audit evidence
For GDA & Associates
about the adequacy of the internal financial controls system over
financial reporting and their operating effectiveness. Our audit
Firm Registration Number: 135780W
of internal financial controls over financial reporting included
obtaining an understanding of internal financial controls over Akshay D. Maru
financial reporting, assessing the risk that a material weakness Partner
exists, and testing and evaluating the design and operating Membership No: 150213
effectiveness of internal control based on the assessed risk. The UDIN : 24150213BKAJKC9511
procedures selected depend on the auditor’s judgment, including
Place : Mumbai
the assessment of the risks of material misstatement of the
Date : May 15, 2024
Financial Statements, whether due to fraud or error.
54 GTL Limited
MDA DR CG FINANCE
ANNEXURE I
Statement on Impact of Audit Qualifications (for audit report with modified opinion) submitted
along-with Annual Audited Financial Results
Statement on Impact of Audit Qualifications for the Financial Year ended March 31, 2024
[See Regulation 33 of the SEBI (LODR) (Amendment) Regulations, 2016]
(` In lakhs)
I. Audited Figures Adjusted Figures
Sl. (as reported (audited figures after
Particulars
No. before adjusting adjusting for
for qualifications) qualifications)
1. Turnover / Total Income 21,318.98 21,318.98
2. Total Expenditure 17,558.38 60,213.67
3. Profit / (Loss) before exceptional items 3,760.60 (38,894.69)
4. Exceptional items 17,319.19 17,319.19
5. Net Profit / (Loss) 21,079.79 (21,575.50)
6. Earnings Per Share 13.40 (13.72)
7. Total Assets 20,545.17 20,545.17
8. Total Liabilities 622,680.93 665,336.22
9. Net Worth (602,135.76) (644,791.05)
10. Any other financial item(s) (as felt appropriate by the management) Not Applicable Not Applicable
II. Audit Qualification (each audit qualification separately) :
a. Details of Audit Qualification :
As mentioned in Note 9 to the Statement, the Company has neither paid nor provided interest on its borrowings during
the financial year. Had such interest been recognised, the finance cost and interest liability for the year ended March 31,
2024 would have been more by ` 42,655.29 Lakhs.
Consequently, the reported profit after Other Comprehensive Income by the Company for the year ended March 31, 2024
would have been a loss of ` 21,592.61 Lakhs. The Earnings per Share (EPS) would have been Negative ` 13.72.
b. Type of Audit Qualification : Modified Opinion
c. Frequency of qualification : Seventh time
d. For Audit Qualification(s) where the impact is quantified by the auditor, Management’s Views :
The Company has neither paid nor provided interest on its borrowings during the financial year in view of details
explained in the Note 9 of SEBI results.
e. For Audit Qualification(s) where the impact is not quantified by the auditor :
(i) Management’s estimation on the impact of audit qualification : Not Applicable
(ii) If management is unable to estimate the impact, reasons for the same : Not Applicable
(iii) Auditors’ Comments on (i) or (ii) above : Not Applicable
As per our report of even date For and on behalf of the Board,
For M/s. GDA and Associates Sunil Valavalkar
Chartered Accountants Whole-time Director
FRN No.135780W
D. S. Gunasingh
Akshay Maru Chairman of Audit Committee
Partner
M.No. 150213 Milind Bapat
Mumbai, May 15, 2024 Chief Financial Officer

Balance Sheet as at March 31, 2024

` Crores
As at As at
Particulars Notes
31 March 2024 31 March 2023
Assets
Non-current assets
Property, plant and equipment 3 3.08 48.25
Capital work-in-progress 3 Nil Nil
Right to Use of Lease Assets 4 26.89 1.95
Investment properties 5 Nil 0.21
Intangible assets 6 Nil 0.60
Financial assets
Investments 7 Nil Nil
Loans Nil Nil
Others 8 0.65 0.61
Deferred tax assets (net) Nil Nil
Other non-current assets Nil Nil
30.62 51.62
Current assets
Inventories 9 Nil Nil
Financial assets
Investments Nil Nil
Trade receivables 10 21.43 33.16
Cash and cash equivalents 11 7.61 5.11
Bank balance other than included in cash and cash equivalents above 12 7.34 7.51
Loans 13 Nil Nil
Others 14 36.69 55.75
Current Tax Assets (Net) 15 12.12 17.84
Other current assets 16 89.64 86.87
Assets held for Sale and Discontinued Operations 17 Nil Nil
174.83 206.24
Total Assets 205.45 257.86
Equity and liabilities
Equity
Equity Share Capital 18 157.30 157.30
Other Equity 19 (6,178.65) (6,389.28)
Total Equity (6,021.35) (6,231.98)
Non-current liabilities:
Financial liabilities
Borrowings 20 265.69 239.07
Lease Liabilities 18.80 0.28
Provisions 21 1.42 1.22
285.91 240.57
Current liabilities:
Financial liabilities
Borrowings 22 5,491.54 5,825.66
Trade payables
- Total outstanding dues to micro & small enterprises 23 1.29 1.29
- Total outstanding dues to other than micro & small enterprises 23 9.54 9.55
Lease Liabilities 8.20 1.89
Other financial liabilities 24 327.84 313.49
Other current liabilities 25 102.31 97.14
Provisions 26 0.17 0.25
5,940.89 6,249.27
Total liabilities 6,226.80 6,489.84
Total equity and liabilities 205.45 257.86
The accompanying notes form an integral part of the financial statements.
As per our report of even date For and on behalf of the Board
For M/s. GDA and Associates Sunil S. Valavalkar

Chartered Accountants Whole Time Director
FRN No.135780W (DIN 01799698)
Akshay Maru D. S. Gunasingh Dr. Mahesh Borase
Partner Director Director
M. No. 150213 (DIN 02081210) (DIN 03330328)
Mumbai Milind Bapat Deepak Keluskar
May 15, 2024 Chief Financial Officer Company Secretary
56 GTL Limited
MDA DR CG FINANCE
Statement of Profit and Loss for the year ended March 31, 2024
` Crores (unless otherwise stated)
Year ended Year ended
Particulars Notes
31 March 2024 31st March 2023
Continuing operations
Revenue from operations 27 201.92 186.41
Other income 28 11.27 5.60
TOTAL INCOME 213.19 192.01
EXPENSES
Cost of Purchases / Services rendered 29 22.67 25.06
Changes in inventories of finished goods, stock-in-trade and work-in-progress 30 Nil Nil
Employee benefits expenses 31 74.83 65.15
Finance costs 32 28.87 25.66
Depreciation and amortisation expenses 33 5.23 4.30
Other expenses 34 43.98 115.06
TOTAL EXPENSES 175.58 235.23
Profit / (Loss) before exceptional items and tax from continuing operations 37.61 (43.22)
Exceptional items 35 173.19 100.43
Profit / (Loss) before tax from continuing operations 210.80 57.21
Tax expenses
Current tax Nil Nil
Adjustment of tax relating to earlier periods Nil Nil
Profit /(Loss) for the year from Continuing Operations 210.80 57.21
Discontinued operations:
Profit /(Loss) before tax for the year from discontinued operations Nil Nil
Tax expenses of discontinued operations Nil Nil
Profit / (Loss) for the year from discontinued operations Nil Nil
Profit / (Loss) for the year 210.80 57.21
Other Comprehensive Income
A (i) Items that will not be reclassified to profit or loss (0.17) (0.12)
(ii) Income tax relating to items that will not be reclassified to profit or loss Nil Nil
Net other comprehensive income not to be reclassified to profit or loss in subsequent (0.17) (0.12)
periods
B (i) Items that will be reclassified to profit or loss Nil Nil
(ii) Income tax relating to items that will be reclassified to profit or loss Nil Nil
Net other comprehensive income to be reclassified to profit or loss in subsequent Nil Nil
periods
Other comprehensive income for the year, net of tax (0.17) (0.12)
Total Comprehensive Income for the period, net of tax 210.63 57.09
Earnings per share (in `) 36
Continuing operations (after exceptional items)
Basic 13.40 3.63
Diluted 13.40 3.63
Discontinued operations
Basic Nil Nil
Diluted Nil Nil
Continuing and discontinued operations
Basic 13.40 3.63
Diluted 13.40 3.63
The accompanying notes form an integral part of the financial statements.

FRN No.135780W (DIN 01799698)
M. No. 150213 (DIN 02081210) (DIN 03330328)

Statement of Changes in Equity for the year ended March 31, 2024
a. Equity Share Capital :
Equity shares of INR 10 each issued, subscribed and fully paid (Refer Note 18) No of shares ` Crores
At 31 March 2023 157,296,781 157.30
Changes due to prior period errors Nil Nil
At 31 March 2024 157,296,781 157.30
b. Other Equity:
` Crores
Equity Reserves & Surplus
component Other items
Capital Capital Securities Debenture General Retained of Com-
Particulars of Total
Reserve Redemption premium Redemption Reserve Earnings prehensive
compound
(Refer Reserve account Reserve Income
financial
Note 51)
instrument
For the year ended March 31, 2024
As at 31 March 2023 570.92 0.00 8.63 448.18 191.16 510.76 (8,117.90) (1.04) (6,389.28)
Net Profit / (loss) for the period Nil Nil Nil Nil Nil Nil 210.80 Nil 210.80
Other comprehensive income Nil Nil Nil Nil Nil Nil Nil (0.17) (0.17)
Total comprehensive income Nil 0.00 Nil Nil Nil Nil 210.80 (0.17) 210.63
Transfer from debenture redemption Nil Nil Nil Nil Nil Nil Nil Nil Nil
reserve / general reserve
As at 31 March 2024 570.92 0.00 8.63 448.18 191.16 510.76 (7,907.10) (1.21) (6,178.65)
For the year ended 31 March 2023
As at 31 March 2022 570.92 0.00 8.63 448.18 191.16 510.76 (8,175.11) (0.92) (6,446.37)
Net Profit / (loss) for the period Nil Nil Nil Nil Nil Nil 57.21 Nil 57.21
Other comprehensive income Nil Nil Nil Nil Nil Nil Nil (0.12) (0.12)
Total comprehensive income Nil Nil Nil Nil Nil Nil 57.21 (0.12) 57.09
Transfer from debenture redemption Nil Nil Nil Nil Nil Nil Nil Nil Nil
reserve / general reserve
As at 31 March 2023 570.92 0.00 8.63 448.18 191.16 510.76 (8,117.90) (1.04) (6,389.28)
Notes:
Capital Reserve: This reserve represents fraction coupons amount on conversion of FCCB into equity shares
Capital Redemption Reserve: This reserve is created u/s 69 of the Companies Act, 2013 by transferring an amount equal to the nominal value of
shares bought back by the Company. The same is permitted to be used for issuing fully paid bonus shares.
Securities Premium Account: Premium collected on issue of securities is accumulated as part of securities premium. Utilisation of such premium is
restricted by the Companies Act, 2013.
Debenture Redemption Reserve: Additional Debenture Redemption Reserve is not created as the said requirement has been dispensed with in terms
of the amendment to Companies (Share Capital and Debentures) Rules, 2014.
General Reserve: Forms part of the retained earnings and is permitted to be distributed to shareholders as dividend.
Retained Earnings: This represents profits remaining after all appropriations. This is free reserve and can be used for distribution as dividend.

FRN No.135780W (DIN 01799698)

M. No. 150213 (DIN 02081210) (DIN 03330328)

58 GTL Limited
MDA DR CG FINANCE
Statement of Cash Flows for the year ended March 31, 2024
` Crores
Particulars 31 March, 2024 31 March, 2023
Operating activities
Profit / (Loss) before tax from continuing operations 37.61 (43.22)
Profit / (Loss) before tax from discontinued operations Nil Nil
Profit / (Loss) before tax 37.61 (43.22)
Adjustments to reconcile Profit / (Loss) before tax to net cash flows:
Depreciation and impairment of property, plant and equipment 5.23 4.30
Finance income (including fair value change in financial instruments) (1.63) (0.96)
Finance costs (including fair value change in financial instruments) 28.46 25.36
Unrealised Exchange (Gain) / Loss 16.31 85.88
Liabilities / provisions no longer required written back (7.72) (2.51)
Interest on right to use leased assets 0.41 0.30
Less : Profit on sale of Fixed Assets considered under investing activity (137.62) (100.43)
Working capital adjustments:
Increase / (decrease) in provision for gratuity & compensated absences (0.05) (0.03)
(Increase) / decrease in trade receivables 11.73 (13.57)
(Increase) / decrease in other current and non current assets 17.32 (35.12)
(Increase) / decrease in long term and short term loans and advances (0.56) (13.45)
Increase / (decrease) in trade payables, other current liabilities and provisions 25.40 9.71
Cash generated from operations 169.58 16.69
Income tax paid (including TDS) (net) 5.72 1.39
Net cash flows from operating activities 175.30 18.08

` Crores
Particulars 31 March, 2024 31 March, 2023
Investing activities
Proceeds from sale of property, plant and equipment 181.10 120.55
Purchase of property, plant and equipment (including lease renewal effect) (2.81) (2.44)
Interest received (finance income) 1.61 0.93
Net cash flows from/(used in) investing activities 179.90 119.04
Financing activities
Interest / Financial Charges paid (0.01) (0.27)
Repayment of borrowings (350.43) (135.18)
Fixed Deposits with Banks held as margin money 0.17 1.41
Interest payment on lease payments (0.41) (0.30)
Principal repayment on lease payments (2.02) 0.22
Net cash flows from/(used in) financing activities (352.70) (134.12)
Net increase/(decrease) in cash and cash equivalents 2.50 3.00
Cash and cash equivalents at the beginning of the year 5.11 2.11
Cash and cash equivalents at the end of the year 7.61 5.11

FRN No.135780W (DIN 01799698)

M. No. 150213 (DIN 02081210) (DIN 03330328)

60 GTL Limited
MDA DR CG FINANCE
NOTES TO FINANCIAL STATEMENTS

1. CORPORATE INFORMATION current liabilities and current liabilities in accordance
GTL Limited is a public company domiciled in India and with Schedule III, Division II of Companies Act, 2013
is incorporated under the provisions of the Companies notified by Ministry of Corporate Affairs (MCA).
Act, 2013, applicable in India. Its shares are listed on BSE An asset is classified as current when it satisfies any
Limited and National Stock Exchange of India Limited. of the following criteria:
The registered office of the Company is located at GTL • Expected to be realised or intended to be sold
Limited, Global Vision, Electronic Sadan II, MIDC, TTC or consumed in normal operating cycle;
Industrial Area, Mahape, Navi Mumbai.
• Held primarily for the purpose of trading;
The Company is engaged in providing telecom network
• Expected to be realised within twelve months
services.
after the reporting period; or
2. MATERIAL ACCOUNTING POLICIES • Cash or cash equivalent unless restricted from
2. 1 Basis for preparation of Financial Statements: being exchanged or used to settle a liability
Compliance with Ind AS: for at least twelve months after the reporting
period.
The Financial Statements have been prepared
on a going concern basis and on accrual basis, in All other assets are classified as non-current.
accordance with Indian Accounting Standards (Ind A liability is classified as current when:
AS) notified under the Companies (Indian Accounting • It is expected to be settled in normal operating
Standards) Rules, 2015 as amended. cycle;
The financial statements were authorised for issue in • It is held primarily for the purpose of trading;
accordance with a resolution passed in the meeting
• It is due to be settled within twelve months
of the Board of directors held on May 15, 2024.
after the reporting period; or
Historical Cost Convention:
• There is no unconditional right to defer the
The financial statements have been prepared on a settlement of the liability for at least twelve
historical cost basis, except – months after the reporting period.
(a) certain financial assets and liabilities and All other liabilities are classified as non-current.
(b) defined benefit plans Deferred tax assets and liabilities are classified as
Which are measured at fair value at the end of each non-current.
reporting period, as explained in the accounting The operating cycle is the time between the
policies below. acquisition of assets for processing and their
The preparation of the financial statements requires realisation in cash and cash equivalents.
management to make estimates and assumptions. The Company has considered a period of twelve
Actual results could vary from these estimates. The months for classifying its assets and liabilities as
estimates and underlying assumptions are reviewed current and non-current.
on an ongoing basis. Revisions to accounting estimates
2. Fair value measurement:
are recognised in the period in which the estimate are
revised if the revision affects only that period or in the Fair value is the price that would be received to sell
period of the revision and future periods if the revision an asset or paid to transfer a liability in an orderly
affects both current and future years (refer Note 37 on transaction between market participants at the
accounting estimates, assumptions and judgements). measurement date. The fair value measurement is
based on the presumption that the transaction to sell
Functional and presentation currency:
the asset or transfer the liability takes place either:
The financial statements are presented in Indian `
• In the principal market for the asset or liability, or
which is the functional currency of the Company
and all values are rounded off to the nearest crores • In the absence of a principal market, in the
(` 1,00,00,000), except when otherwise indicated. most advantageous market for the asset or
liability.
2.2 Summary of Material Accounting Policies
The fair value of an asset or a liability is measured
1. Current versus non-current classification:
using the assumptions that, market participants
The Company presents assets and liabilities in would use when pricing the asset or liability,
the balance sheet based on current/ non-current assuming that market participants act in their
classification. The Company has presented non- economic best interest.
current assets and current assets before equity, non-

A fair value measurement of a non-financial asset 3. Revenue recognition:

takes into account a market participant’s ability to Revenue is recognised when the company satisfies
generate economic benefits by using the asset in the performance obligation by transferring the
its highest and best use or by selling it to another promised services to the customers. Services are
market participant that would use the asset in its considered as performed when the customer obtains
highest and best use. control, whereby the customer gets the ability to
The Company uses valuation techniques that are direct the use of such services and substantially
appropriate in the circumstances and for which obtains all benefits from services. When there
sufficient data are available to measure fair value, is uncertainty as to measurement or ultimate
maximising the use of relevant observable inputs collectability, revenue recognition is postponed until
and minimising the use of unobservable inputs. such uncertainty is resolved.
All assets and liabilities for which fair value is Revenue is measured based on the transaction price
measured or disclosed in the financial statements which is the fair value of the consideration received or
are categorised within the fair value hierarchy, receivable, stated net of discounts, returns and taxes.
described as follows, based on the lowest level input Transaction price is recognised based on the price
that is significant to the fair value measurement as a specified in the contract. Accumulated experience is
whole: used to estimate and provide for the discounts / right
• Level 1 — Quoted / Published NAV (unadjusted) of return, using the expected value method.
market prices in active markets for identical The specific revenue recognition policies are as under:
assets or liabilities a. Revenue from contracts with customers:
• L evel 2 — Valuation techniques for which the i. Revenue from Turnkey Contracts, which are
lowest level input that is significant to the fair value either Fixed Price or Cost-Plus contracts,
measurement, is directly or indirectly observable is recognized when the Company satisfies
• Level 3 — Valuation techniques for which the performance obligation by transferring
lowest level input that is significant to the fair promised services to the customer. The
value measurement, is unobservable Company uses significant judgments while
For assets and liabilities that are recognised in determining the transaction price allocated to
the financial statements on a recurring basis, performance obligations using the expected
the Company determines whether transfers have cost-plus margin approach.
occurred between levels in the hierarchy by re- Provisions for estimated losses, if any, on
assessing categorisation (based on the lowest level uncompleted contracts are recorded in the
input that is significant to the fair value measurement period in which such losses become probable
as a whole) at the end of each reporting period. based on the expected contract estimates at
External valuers are involved for valuation of the reporting date.
significant assets, such as properties and unquoted ii. Revenue from sale of products is recognized
financial assets, and significant liabilities as and when performance obligations are satisfied.
when required. Performance obligations are satisfied when the
For the purpose of fair value disclosures, the customer obtains control of the products.
Company has determined classes of assets and iii. Revenue from services is recognized when the
liabilities on the basis of the nature, characteristics Company satisfies the performance obligation by
and risks of the asset or liability and the level of the transferring promised services to the customers.
fair value hierarchy as explained above. Contract assets are recognized when there is
This note summarises accounting policy for fair an excess of revenue earned over billings on
value. Other fair value related disclosures are given contracts. Contract assets are classified as unbilled
in the following notes: receivables when there is an unconditional right to
• Disclosures for valuation methods, significant receive cash, and only passage of time is required,
estimates and assumptions (note 37) as per contractual terms. Unearned revenue
(“Contract Liability”) is recognized when there is
•
Quantitative disclosures of fair value
billing in excess of revenue.
measurement hierarchy (Note 42)
b. Dividend income is recognized when the right
• Investment in unquoted equity shares (Note 7)
to receive dividend is established.
• Investment properties (Note 5)
c. Income such as interest and rent is recognized
• Financial instruments (including those carried as per contractually agreed terms on time
at amortised cost) (Note 41) proportion basis.
62 GTL Limited
MDA DR CG FINANCE
4. Property, plant and equipment: depreciation of property, plant and equipment are
On transition to Ind AS, the Company has opted to continue reviewed at each financial year end and adjusted
with the previous GAAP carrying values as deemed cost prospectively, if appropriate.
for all items of plant, property and equipment. 5. Investment properties:
Tangible Assets are stated at the cost of acquisition On transition to Ind AS, the Company has opted to
less accumulated depreciation and impairment continue with the previous GAAP carrying values as
losses, if any. The cost includes purchase price (after deemed cost for investment properties.
deducting trade discounts and rebates), including Investment properties are measured initially at cost,
non-refundable taxes and duties and any costs including transaction costs. Subsequent to initial
directly attributable to bringing the asset to the recognition, investment properties are stated at cost
location and condition necessary for it to be capable less accumulated depreciation and accumulated
of operating in the manner intended by Management. impairment loss, if any.
When significant parts of Property, plant and The Company, based on assessment made by
equipment are required to be replaced at intervals, technical expert and management estimate,
the Company depreciates them separately based on depreciates the building over estimated useful life
their specific useful lives. Likewise, when a major of 58 years which is different from the useful life
inspection is performed, its cost is recognised in prescribed in Schedule II to the Companies Act, 2013.
the carrying amount of the plant and equipment The management believes that this estimated useful
as a replacement if the recognition criterias are life is realistic and reflects fair approximation of the
satisfied. All other repair and maintenance costs are period over which the asset is likely to be used.
recognised in the statement of profit and loss.
Though the Company measures investment property
Advances paid towards acquisition of fixed assets are using cost-based measurement, the fair value of
disclosed as Capital Advances under Other non-current investment property is disclosed in the notes. Fair
assets and cost of assets not ready for use before the values are determined based on an annual evaluation
year-end, is disclosed as capital work in progress. performed by an accredited external independent valuer.
Depreciation on Fixed Assets is provided to the Investment properties are derecognised either when they
extent of depreciable amount on Straight Line have been disposed off or when they are permanently
Method over the useful life of the assets and in the withdrawn from use and no future economic benefit is
manner prescribed in schedule II to the Companies expected from their disposal. Any gain or loss arising on
Act, 2013 except in respect of following Fixed Assets derecognition of the asset (calculated as the difference
where the assessed useful life is different than that between the net disposal proceeds and the carrying
prescribed in Schedule II. amount of the asset) is included in the statement of Profit
The management believes that these estimated useful and Loss when the asset is derecognised.
lives are realistic and reflect fair approximation of the 6. Intangible assets:
period over which the assets are likely to be used. On transition to Ind AS, the Company has opted to
Economic continue with the previous GAAP carrying values as
Sr. Asset Usful Life deemed cost for all items of Intangible assets.
(Years)
Intangible assets acquired separately are measured
1 Buildings (including land for which no 58
separate valuation is available) on initial recognition at cost. Following initial
2 Leasehold land 58 recognition, intangible assets are carried at cost
3 Plant and Equipment 3 to 10 less accumulated amortisation and accumulated
4 Furniture and Fixtures 5 impairment losses, if any.
5 Test and Repair Equipment 5 The useful lives of intangible assets are assessed
6 Vehicles 5 as either finite or indefinite. There are no intangible
An item of property, plant and equipment and any assets assessed with indefinite useful life.
significant part initially recognised is derecognised Intangible assets with finite lives are amortised over
upon disposal or when no future economic benefits the useful economic life and assessed for impairment
are expected from its use or disposal. Any gain or whenever there is an indication that the intangible
loss arising on derecognition of the asset (calculated asset may be impaired. The amortisation expense on
as the difference between the net disposal proceeds intangible assets with finite lives is recognised in the
and the carrying amount of the asset) is included in statement of profit and loss unless such expenditure
the statement of Profit and Loss when the asset is forms part of carrying value of another asset.
derecognised. Any gain or loss arising on derecognition of the
The residual values, useful lives and methods of asset (calculated as the difference between the net

disposal proceeds and the carrying amount of the Transactions and balances
asset) is included in the statement of Profit and Loss Transactions in foreign currencies are initially
when the asset is derecognised recorded at the exchange rate prevailing on the date
The Company amortises intangible assets using of the transaction.
the straight-line method based on useful lives as Monetary assets and liabilities denominated in
prescribed in Schedule II. foreign currencies are translated at the functional
7. Inventories: currency closing rates of exchange at the reporting
a. Inventories including Work-in-process and date. Exchange differences arising on settlement or
stores and spares are valued at the lower of translation of monetary items are recognised in the
cost and net realizable value. Statement of Profit and Loss.
b. Inventory of Consumables is valued at cost Non-monetary items that are measured in terms of
historical cost in a foreign currency are translated
c. Cost of inventories is generally ascertained on
using the exchange rates at the dates of the initial
first in first out basis.
transactions.
Cost includes cost of purchase and other costs
10. Employee Benefits:
incurred in bringing inventories to their present
location and condition. Net realisable value is the Short Term Employee Benefits
estimated selling price in the ordinary course of The undiscounted amount of short-term employee
business, less estimated costs of completion and benefits expected to be paid in exchange for the
the estimated costs necessary to make the sale. services rendered by the employees are recognised
as an expense during the year when the employees
8. Impairment of Non-Financial Assets:
render the services.
At each balance sheet date, the Company assesses
whether there is any indication that any property, plant Post-Employment Benefits
and equipment and intangible asset may be impaired Defined Contribution Plan
and if any such indication exists, the recoverable A defined contribution plan is a post-employment
amount of the asset is estimated in order to determine benefit plan under which the Company pays
the extent of the impairment loss (if any). specified contributions to a separate entity. The

For the purpose of impairment testing, the Company makes specified monthly contributions
recoverable amount is determined on an individual towards Provident Fund, Pension Scheme. The
asset basis unless the asset does not generate cash Company’s contribution is recognised as an expense
flows that are largely independent of those from in the Statement of Profit and Loss during the period
other assets. In such cases, the recoverable amount in which the employee renders the related service.
is determined for the cash generating unit to which Defined Benefit Plan
the asset belongs. The liability in respect of defined benefit plans and
Recoverable amount is the higher of fair value less other post-employment benefits is calculated using
costs of disposal and value in use. In assessing value the Projected Unit Credit Method and spread over the
in use, the estimated future cash flows are discounted period during which the benefit is expected to be
to their present value using a pre-tax discount rate derived from employee’s services.
that reflects current market assessments of the time Re-measurement of defined benefit plans in respect
value of money and the risks specific to the asset for of post-employment and other long-term benefits
which the estimates of future cash flows have not are charged to the other Comprehensive Income.
been adjusted. 11. Financial instruments:
If the recoverable amount of an asset (or cash A financial instrument is any contract that gives
generating unit) is estimated to be less than its rise to a financial asset of one entity and a financial
carrying amount, the carrying amount of the liability or equity instrument of another entity.
asset (or cash generating unit) is reduced to
A. Financial assets
its recoverable amount. An impairment loss is
(i) Initial recognition and measurement
recognised immediately in the Statement of profit
and loss. The impairment loss recognised in prior All financial assets are initially recognised at
accounting period is reversed if there has been a fair value.
change in the estimate of recoverable amount. Financial assets and financial liabilities are
9. Foreign currencies: recognised when the Company becomes
a party to the contractual provisions of the
The Company’s financial statements are presented
financial instrument and are measured initially
in ` which is also its functional currency.
at fair value, except for trade receivables
64 GTL Limited
MDA DR CG FINANCE
which are initially measured at transaction any of the above categories is subsequently
price. fair valued through profit or loss
Transaction costs that are directly attributable (iii) Equity investments
to the acquisition or issue of financial assets, All equity investments other than investment
which are not at fair value through profit or in Subsidiaries and Associates are measured
loss are adjusted to the fair value on initial at fair value, with value changes recognised in
recognition. Purchase and sale of financial Statement of Profit and loss except for those
asset is recognised using trade date accounting equity investments for which the Company has
i.e. the date that the Company commits to elected to present the value changes in ‘other
purchase or sell the asset. comprehensive income’
(ii) Subsequent measurement The Company does not have any equity
(a) Financial Assets carried at amortised investments which are fair value through Other
cost (AC) Comprehensive Income (FVTOCI)
A financial asset is subsequently
The Company makes such election on
measured at amortised cost if it is held an instrument-by-instrument basis. The
within a business model whose objective classification is made on initial recognition and
is to hold the asset in order to collect the is irrevocable.
contractual cash flows and the contractual
(iv) Derecognition
terms of the financial asset give rise on
the specified dates to cash flows that are A financial asset (or, where applicable, a part
solely payments of principal and interest of a financial asset or part of a group of similar
on the principal amount outstanding. financial assets) is primarily derecognised when:
After initial measurement, such financial The rights to receive cash flows from the asset
assets are subsequently measured at have expired, or
amortised cost using the effective interest The Company has transferred its rights to receive
rate (EIR) method. Amortised cost is cash flows from the asset or has assumed an
calculated by taking into account any obligation to pay the received cash flows in full
discount or premium on acquisition and without material delay to a third party under
fees or costs that are an integral part of a ‘pass-through’ arrangement; and either (a)
the EIR. The EIR amortisation is included the Company has transferred substantially all
in finance income in the profit or loss. the risks and rewards of the asset, or (b) the
The losses arising from impairment are Company has neither transferred nor retained
recognised in the profit or loss. This category substantially all the risks and rewards of the
applies to Trade and other receivables, asset, but has transferred control of the asset.
Security deposits, Other advance, Loan (v) Impairment of financial assets
and advances to related parties, Unbilled
The Company assesses impairment based
Income, Interest Receivable etc.
on expected credit loss (ECL) model to the
(b) Financial Assets at Fair Value through following
Other Comprehensive Income (FVTOCI)
Financial assets at amortised cost
A financial asset is subsequently measured
at Fair Value through other Comprehensive Financial assets measured at fair value through
Income, if it is held within a business Profit or Loss Account
model whose objective is achieved by The Company follows simplified approach
both collecting contractual cash flows and for recognition of impairment loss allowance.
selling financial assets and the contractual The application of simplified approach does
terms of the financial assets give rise on not require the Company to track changes in
specified dates to cash flows that are credit risks. Rather, it recognises impairment
solely payments of principal and interest loss allowance based on lifetime ECL at each
on the principal amount outstanding. reporting date, right from its initial recognition.
The Company does not have any financial The Company uses historical cost experience
assets which are fair valued through to determine the impairment loss allowance
Other Comprehensive Income (FVTOCI). on the portfolio of trade receivables. At every
(c) Financial Assets at Fair Value through reporting date, the historically observed default
profit or loss (FVTPL) rates are updated and changes in the forward
A financial asset which is not classified in looking estimates are analysed.

For recognition of impairment loss on other profit or loss are designated as such at
financial assets and risk exposure, the the initial date of recognition, and only if
Company determines whether there has the criteria in Ind AS 109 are satisfied. For
been a significant increase in the credit risk liabilities designated as FVTPL, fair value
since initial recognition. If credit risk has not gains/ losses attributable to changes
increased significantly, 12-month ECL is used in own credit risk is recognized in OCI.
to provide for impairment loss. However, if These gains/ losses are not subsequently
credit risk has increased significantly, lifetime transferred to Profit and Loss. However,
ECL is used. If, in a subsequent period, credit the Company may transfer the cumulative
quality of instrument improves such that gain or loss within equity. All other
there is no longer a significant increase in changes in fair value of such liability are
credit risk since initial recognition, then the recognised in the statement of profit and
Company reverts to recognising impairment loss.
loss allowance based on 12-month ECL. The Company has not designated any
B. Financial liabilities financial liability as at fair value through
(i) Initial recognition and measurement profit or loss.
Financial liabilities are classified, at initial (b) Loans and borrowings
recognition, as financial liabilities at fair value
After initial recognition, interest-bearing
through profit or loss, loans and borrowings, loans and borrowings are subsequently
payables, or as derivatives designated as hedging measured at amortised cost using the EIR
instruments in an effective hedge, as appropriate. method. Gains and losses are recognised
All financial liabilities are recognised initially in profit or loss when the liabilities are
at fair value and, in the case of loans and derecognized.
borrowings and payables, net of directly Amortised cost is calculated by taking
attributable transaction costs. into account any discount or premium
The Company’s financial liabilities include on acquisition and fees or costs that
trade and other payables, loans and borrowings are an integral part of the EIR. The EIR
including bank overdrafts, financial guarantee amortisation is included as finance costs
contracts and derivative financial instruments. in the statement of profit and loss.
(ii) Subsequent measurement (c) Financial guarantee contracts
The measurement of financial liabilities depends
Financial guarantee contracts issued
on their classification, as described below: by the Company are those contracts
that require a payment to be made
(a)
Financial liabilities at fair value
to reimburse the holder for a loss it
through profit or loss
incurs because the specified debtor
Financial liabilities at fair value through profit fails to make a payment when due in
or loss include financial liabilities held for accordance with the terms of a debt
trading and financial liabilities designated instrument. Financial guarantee contracts
upon initial recognition as at fair value are recognised initially as a liability at fair
through profit or loss. Financial liabilities value, adjusted for transaction costs that
are classified as held for trading if they are are directly attributable to the issuance
incurred for the purpose of repurchasing in of the guarantee. Subsequently, the
the near term. This category also includes liability is measured at the higher of the
derivative financial instruments entered into amount of loss allowance determined
by the Company that are not designated as as per impairment requirements of Ind
hedging instruments in hedge relationships AS 109 and the amount recognised less
as defined by Ind AS 109. Separated cumulative amortisation.
embedded derivatives are also classified as
(iii) Derecognition
held for trading unless they are designated
as effective hedging instruments. A financial liability is derecognised when the
obligation under the liability is discharged or
Gains or losses on financial liabilities held
cancelled or expires. When an existing financial
for trading are recognised in the profit or
liability is replaced by another, from the same
loss.
lender on substantially different terms, or the

Financial liabilities designated upon terms of an existing liability are substantially
initial recognition at fair value through modified, such an exchange or modification
66 GTL Limited
MDA DR CG FINANCE
is treated as the derecognition of the original to the Company’s operations. Such changes are
liability and the recognition of a new liability. evident to external parties.A change in the business
The difference in the respective carrying model occurs when the Company either begins or
amounts is recognised in the statement of ceases to perform an activity that is significant to
profit and loss. its operations. If the Company reclassifies financial
(iv) Embedded derivatives assets, it applies the reclassification prospectively
from the reclassification date which is the first day
An embedded derivative is a component of a
of the immediately next reporting period following
hybrid (combined) contract that also includes a
the change in business model. The Company
non-derivative host contract – with the effect
does not restate any previously recognised gains,
that some of the cash flows of the combined
losses (including impairment gains or losses) or
instrument vary in a way similar to a stand-
interest.
alone derivative. An embedded derivative
causes some or all of the cash flows that C. Offsetting of financial instruments
otherwise would be required by the contract to
Financial assets and financial liabilities
be modified according to a specified interest are offset, and the net amount is reported
rate, financial instrument price, commodity in the balance sheet if there is a currently
price, foreign exchange rate, index of prices enforceable legal right to offset the recognised
or rates, credit rating or credit index, or other amounts and there is an intention to settle on
variable, provided in the case of a non-financial a net basis, to realise the assets and settle the
variable that the variable is not specific to a liabilities simultaneously.
party to the contract. Reassessment only 12. Provision for Current and Deferred Tax:
occurs if there is either a change in the terms
a.
Current Tax: Provision is made for income tax,
of the contract that significantly modifies the
under the tax payable method, based on the liability
cash flows that would otherwise be required or
as computed after taking credit for allowances,
a reclassification of a financial asset out of the
exemptions, and MAT credit entitlement for the
fair value through profit or loss.
year. Adjustments in books are made only after the
If the hybrid contract contains a host that is a completion of the assessment. In case of matters
financial asset within the scope of Ind AS 109, under appeal, due to disallowances or otherwise,
the Company does not separate embedded full provision is made when the Company accepts
derivatives. Rather, it applies the classification the said liabilities.
requirements contained in Ind AS 109 to the
Current income tax relating to items recognised
entire hybrid contract. Derivatives embedded
outside profit or loss is recognised outside profit
in all other host contracts are accounted for as
or loss (either in other comprehensive income
separate derivatives and recorded at fair value
or in equity). Current tax items are recognised
if their economic characteristics and risks are
in correlation to the underlying transaction
not closely related to those of the host contracts
either in OCI or directly in equity. Management
and the host contracts are not held for trading
periodically evaluates positions taken in the
or designated at fair value though profit or loss.
tax returns with respect to situations in which
These embedded derivatives are measured at
applicable tax regulations are subject to
fair value with changes in fair value recognised
interpretation and establishes provisions where
in profit or loss, unless designated as effective
appropriate. The Company offsets current tax
hedging instruments.
assets and current tax liabilities and presents
(v) Reclassification of financial assets the same on net basis, if and only if it has a

The Company determines classification of legally enforceable right to set off current tax
financial assets and liabilities on initial recognition. assets and current tax liabilities.
After initial recognition, no reclassification is made b.
Deferred tax: Deferred tax is recognised on
for financial assets which are equity instruments differences between the carrying amounts
and financial liabilities. For financial assets which of assets and liabilities in the balance sheet
are debt instruments, a reclassification is made and the corresponding tax bases used in the
only if there is a change in the business model computation of taxable profit and thereafter
for managing those assets. Changes to the a deferred tax asset or deferred tax liability is
business model are expected to be infrequent. recorded for temporary differences, namely the
The Company’s senior management determines differences that originate in one accounting
changes in the business model as a result of period and reverse in another. Deferred tax
external or internal changes which are significant is measured based on the tax rates and tax

laws enacted or substantively enacted at the 15. Borrowing Cost:

Balance Sheet date. Deferred tax asset is a.
Borrowing costs, less any income on the
recognized only to the extent that it is probable temporary investment out of those borrowings,
that taxable profit will be available against that are directly attributable to acquisition of
which the deductible temporary differences, an asset that necessarily takes a substantial
and the carry forward of unused tax credits period of time to get ready for its intended
and unused tax losses can be utilized. Carrying use are capitalized as a part of the cost of that
value of deferred tax asset is adjusted for its asset.
appropriateness at each balance sheet date.
Borrowing costs consist of interest and other
Deferred tax relating to items recognised costs that an entity incurs in connection
outside profit or loss is recognised outside with the borrowing of funds. Interest income
profit or loss (either in other comprehensive earned on the temporary investment of
income or in equity). Deferred tax items are specific borrowings pending their expenditure
recognised in correlation to the underlying on qualifying assets is deducted from the
transaction either in OCI or directly in equity. borrowing costs eligible for capitalisation.
The Company offsets the deferred tax assets Borrowing cost also includes exchange
and deferred tax liabilities and presents the differences to the extent regarded as an
same on net basis, if the deferred tax assets adjustment to the borrowing costs.
and deferred tax liabilities relate to income b.
Other borrowing costs are recognized as
taxes levied by the same tax authority. expense in the period in which they are
13. Segment Reporting: incurred.
The Company is engaged only in business of 16. Leases:
providing “Network Services” and as such there are Company as a lessee:
no separate reportable segments.
The Company has adopted Ind AS 116 on leases
14. Provisions, Contingent Liabilities and Contingent beginning April 1, 2019, using the modified
Assets: retrospective approach.
Provisions are recognised when the Company has The Company’s lease asset classes primarily consist
a present obligation (legal or constructive) as a of leases for buildings. The Company assesses
result of a past event. It is probable that an outflow whether a contract is or contains a lease, at inception
of resources embodying economic benefits will of a contract. A contract is, or contains, a lease if the
be required to settle the obligation and a reliable contract conveys the right to control the use of an
estimate can be made of the amount of the obligation. identified asset for a period of time in exchange for
If the effect of the time value of money is material, consideration. To assess whether a contract conveys
provisions are discounted using equivalent period the right to control the use of an identified asset, the
government securities interest rate. Unwinding of Company assesses whether:
the discount is recognised in the statement of profit
(i) the contract involves the use of an identified
and loss as a finance cost. Provisions are reviewed
asset
at each balance sheet date and are adjusted to
reflect the current best estimate. (ii) the Company has substantially utilized all of
the economic benefits from use of the asset
Contingent liabilities are disclosed when there is
through the period of the lease and
a possible obligation arising from past events, the
existence of which will be confirmed only by the (iii) the Company has the right to direct the use of
occurrence or non-occurrence of one or more the asset.
uncertain future events not wholly within the control At the date of commencement of the lease, the
of the Company or a present obligation that arises Company recognises a right-of-use asset (“ROU”)
from past events where it is either not probable that and a corresponding lease liability for all lease
an outflow of resources will be required to settle or arrangements in which it is a lessee, except for
a reliable estimate of the amount cannot be made. leases with a term of twelve months or less (short-
Information on contingent liability is disclosed in the term leases) and leases of low value assets. For
Notes to the Financial Statements. these short-term and leases of low value assets,
Contingent assets are not recognised. However, the Company recognises the lease payments as an
when the realisation of income is virtually certain, operating expense on a straight-line basis over the
then the related asset is no longer a contingent term of the lease.
asset, but it is recognised as an asset.
68 GTL Limited
MDA DR CG FINANCE
The right-of-use assets are initially recognised at income tax. The carrying amount of the conversion
cost, which comprises the initial amount of the lease option is not remeasured in subsequent years.
liability adjusted for any lease payments made at or Transaction costs are apportioned between the
prior to the commencement date of the lease plus liability and equity components of the convertible
any initial direct costs less any lease incentives. preference shares based on the allocation of
They are subsequently measured at cost less the proceeds to the liability and equity components
accumulated depreciation thereon and impairment when the instruments are initially recognised.
losses, if any. Right-of-use assets are depreciated
18. Cash and Cash equivalents:
from the commencement date on a straight-line
basis over the shorter of the lease term and useful Cash and cash equivalents comprise cash at bank
life of the underlying asset. and in hand, cheques in hand and deposits with
banks having maturity period less than three months
The lease liability is initially measured at the present
from the date of acquisition, which are subject to an
value of the future lease payments. The lease
insignificant risk of changes in value
payments are discounted using the interest rate
implicit in the lease or, if not readily determinable, For the purpose of statement of cash flows, cash and
using the incremental borrowing rates. The lease cash equivalents consist of cash and short-term
liability is subsequently remeasured by increasing deposits as defined above net of outstanding bank
the carrying amount to reflect interest on the lease overdrafts as they are considered an integral part of
liability, reducing the carrying amount to reflect the the Company’s cash management policy.
lease payments made. 19. Earnings per share:
A lease liability is remeasured upon the occurrence
The earnings considered in ascertaining the
of certain events such as a change in the lease term Company’s Earnings Per Share (EPS) is the net
or a change in an index or rate used to determine profit/ (loss) after tax. The number of shares used
lease payments. The remeasurement normally also in computing basic EPS is the weighted average
adjusts the leased assets. number of shares outstanding during the period/
Lease liability and ROU asset have been separately year. The diluted EPS is calculated on the same
presented in the Balance Sheet and lease payments basis as basic EPS, after adjusting for the effects of
have been classified as financing cash flows. potential dilutive equity shares unless the effect of
the potential dilutive equity shares is anti-dilutive.
Company as a lessor:
20. Non-current assets held for sale / discontinued
Leases for which the Company is a lessor is
operations / Liabilities directly associated with
classified as a finance or operating lease. Whenever
assets classified as held for sale:
the terms of the lease transfer substantially all the
risks and rewards of ownership to the lessee, the The Company classifies non-current assets as
contract is classified as a finance lease. All other held for sale/ discontinued operations if their
leases are classified as operating leases. carrying amounts are recovered principally through
a sale rather than through continuing use. Actions
For operating leases, rental income is recognized on
required to complete the sale should indicate that
a straight line basis over the term of the relevant
it is unlikely that significant changes to the sale
lease.
will be made or that the decision to sell will be
17. Convertible preference shares: withdrawn. Management must be committed to
Convertible preference shares are separated into the sale expected within one year from the date of
liability and equity components based on the terms classification.
of the contract. For these purposes, sale transactions include
On issuance of the convertible preference shares, exchanges of non-current assets for other non-
the fair value of the liability component is determined current assets when the exchange has commercial
using a market rate for an equivalent non- substance. The criteria for held for sale classification
convertible instrument. This amount is classified is regarded met only when the assets are available
as a financial liability measured at amortised cost for immediate sale in its present condition, subject
(net of transaction costs) until it is extinguished on only to terms that are usual and customary for sales
conversion or redemption. of such assets, its sale is highly probable; and it will
The remainder of the proceeds is allocated to the genuinely be sold, not abandoned. The Company
conversion option that is recognised and included treats sale of the asset to be highly probable when:
in equity since conversion option meets Ind AS 32 •
The appropriate level of management is
criteria for fixed to fixed classification. Transaction committed to a plan to sell the asset,
costs are deducted from equity, net of associated

• An active programme to locate a buyer and Property, plant and equipment and intangible assets
complete the plan has been initiated (if once classified as held for sale to owners are not
applicable), depreciated or amortised.
• The asset is being actively marketed for sale A discontinued operation is a component of an entity
at a price that is reasonable in relation to its that either has been disposed of, or is classified as
current fair value, held for sale, and:
• The sale is expected to qualify for recognition • Represents a separate major line of business
as a completed sale within one year from the or geographical area of operations,
date of classification, and • Is part of a single co-ordinated plan to
• Actions required to complete the plan indicate dispose of a separate major line of business or
that it is unlikely that significant changes to geographical area of operations
the plan will be made or that the plan will be Or
withdrawn. • Is a subsidiary acquired exclusively with a view
Non-current assets held for sale are measured at the to resale
lower of their carrying amount and the fair value less Discontinued operations are excluded from the results
costs to sell. Assets and liabilities classified as held for of continuing operations and are presented as a single
sale are presented separately in the balance sheet. amount as profit or loss after tax from discontinued
operations in the statement of profit and loss.
3. PROPERTY, PLANT AND EQUIPMENT

` Crores
Leasehold Plant & Furniture & Office Computers Networking Test and Vehicles Total of Capital
Buildings machinery fixtures equipments Assets Repair Property, work in
Particulars
Equipments plant and progress
equipment
Cost
At 31 Mar 2022 76.40 110.94 4.43 4.87 2.03 37.20 5.70 1.45 243.02 Nil
Additions / Adjustment Nil Nil 0.47 0.56 0.79 0.01 Nil Nil 1.83 Nil
Disposals / Adjustment (17.44) Nil Nil Nil Nil Nil Nil Nil (17.45) Nil
At 31 Mar 2023 58.96 110.94 4.43 4.99 2.34 37.40 5.70 1.45 226.20 Nil
Additions / Adjustment Nil Nil 0.01 0.04 0.22 Nil Nil Nil 0.27 Nil
Disposals / Adjustment (55.23) Nil (1.99) (1.73) 0.02 Nil Nil 0.03 (58.90) Nil
At 31 Mar 2024 3.73 110.94 2.45 3.30 2.58 37.40 5.70 1.48 167.57 Nil
Depreciation and
impairment
At 31 Mar 2022 13.73 110.39 2.72 2.68 1.50 37.20 5.68 1.32 175.22 Nil
Depreciation charge for 1.36 0.02 0.32 0.38 0.37 0.20 0.02 0.06 2.72 Nil
the year
Disposals / Adjustment Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil
At 31 Mar 2023 15.09 110.41 3.04 3.06 1.87 37.40 5.70 1.38 177.94 Nil
Depreciation charge for 0.93 0.16 0.30 0.31 0.42 Nil Nil 0.06 2.18 Nil
the year
Disposals / Adjustment (14.80) 0.37 (0.92) (0.17) (0.11) Nil Nil Nil (15.63) Nil
At 31 Mar 2024 1.22 110.94 2.42 3.20 2.18 37.40 5.70 1.44 164.49 Nil
Net Book Value
At 31 Mar 2024 2.51 Nil 0.04 0.10 0.40 Nil Nil 0.04 3.08 Nil
At 31 Mar 2023 43.87 0.53 1.40 1.93 0.47 Nil Nil 0.07 48.25 Nil
3.1 Deemed cost of leasehold building includes subscription towards share capital of co-operative societies amounting to
` 2,750/- (Previous Year ₹` 2,750/-)
3.2 For lien and charge on the above assets refer Note 22.1
3.3 Sale of leasehold buildings represents five leasehold buildings sold by the lenders during the year.
3.4 In accordance with the Indian Accounting Standard (Ind AS 36) on “Impairment of Assets” the Management is required to
carry out an exercise of identifying assets that may have been impaired. However, in the opinion of the management, the
fixed assets of the Company comprise of leasehold building and not cash generating units as stated in the said accounting
standards and there is no impairment of any of the fixed assets.
70 GTL Limited
MDA DR CG FINANCE
4. RIGHT TO USE - LEASE ASSET

Particulars ` Crores
Cost
At 31 Mar 2022 6.91
Additions 0.59
Disposals (1.93)
At 31 Mar 2023 5.57
Additions 27.53
Disposals (0.19)
At 31 Mar 2024 32.91
Depreciation and impairment
At 31 Mar 2022 4.00
Depreciation 1.56
Disposals/Adjustment (1.94)
At 31 Mar 2023 3.62
Depreciation 2.46
Disposals/Adjustment (0.06)
At 31 Mar 2024 6.02
Net Book Value
At 31 Mar 2024 26.89
At 31 Mar 2023 1.95
5. INVESTMENT PROPERTY
` Crores
Freehold Leasehold Total

Particulars
land land
Cost
At 31 Mar 2022 0.23 3.05 3.28
Additions Nil Nil Nil
Disposals (0.02) (3.05) (3.07)
At 31 Mar 2023 0.21 Nil 0.21
Disposals (0.21) Nil (0.21)
At 31 Mar 2024 Nil Nil Nil
Depreciation and impairment
At 31 Mar 2022 Nil 0.38 0.38
Depreciation charge for the year Nil 0.02 0.02
Disposals Nil (0.40) Nil
Depreciation charge for the year Nil Nil Nil
Disposals Nil Nil Nil
Net Block
At 31 Mar 2023 0.21 Nil 0.21

5.1
Subsequent to disposal of one freehold land sold by the lenders during the year, the Company does not have any freehold
land. In view of this, the information regarding income and expenditure of investment property and reconciliation of fair
value is not required to be provided.
5.2
For lien and charge on the above assets refer Note 22.1
6. INTANGIBLE ASSETS
` Crores
Other than
Networking
Particulars Networking Total
Software
Software
Deemed Cost (Refer Note 6.1)
At 31 Mar 2022 1.19 Nil 1.19
At 31 Mar 2023 1.19 Nil 1.19
At 31 Mar 2024 1.19 Nil 1.19
Amortization and impairment
At 31 Mar 2022 0.59 Nil 0.59
Amortisation Nil Nil Nil
Disposals/Adjustment Nil Nil Nil
At 31 Mar 2023 0.59 Nil 0.59
Amortisation 0.60 Nil 0.60
Disposals/Adjustment Nil Nil Nil
At 31 Mar 2024 1.19 Nil 1.19
Net Book Value
At 31 Mar 2023 0.60 Nil 0.60
6.1 For lien and charge on the above assets refer Note 22.1
7. INVESTMENTS (NON CURRENT)
31 March 2024 31 March 2023

Particulars
Numbers ` Crores Numbers ` Crores
Investments in:
Un-quoted
Preference Shares of
0.1% 12 Years Redeemable Preference Shares of 13,000,000 15.04 13,000,000 15.04
European Projects and Aviation Limited
(Face Value of ` 10/- each) (Refer note 7.1)
0.02% 13 Years Redeemable Preference Shares 50,250,000 19.11 50,250,000 19.11
of European Projects and Aviation Limited
0.1% 13 Years Redeemable Preference Shares of 44,246,900 77.50 44,246,900 77.50
European Projects and Aviation Limited
Total 111.65 111.65
Less : Provision for Impairment loss (111.65) (111.65)
Nil Nil
72 GTL Limited
MDA DR CG FINANCE
31 March 2024 31 March 2023

Particulars
Numbers ` Crores Numbers ` Crores
Total of Un-quoted Investments in Nil Nil
Preference Shares
Total Investments Nil Nil
Aggregate amount of quoted investments Nil Nil
Aggregate market value of quoted investments Nil Nil
Aggregate Amount of unquoted investments 111.65 111.65
Aggregate amount of impairment in value of (111.65) (111.65)
investments
7.1 The Company has measured all its investments at fair value and the gain / loss on fair valuation has been accounted
through Profit and Loss Account.
8. OTHERS
` Crores
Particulars 31 March 2024 31 March 2023
Unsecured, considered good
Deposits with body corporates and others 0.12 2.37
Deposits with government authorities 0.53 0.53
Less : Provision for doubtful deposits Nil (2.29)
Total 0.65 0.61
9. INVENTORIES
` Crores
Stock-in-trade held for trading Nil Nil
Consumables Nil Nil
Total Nil Nil
9.1 For basis of valuation – Refer Point No. 7 of “Material Accounting Policies” (Note 2)
10. TRADE RECEIVABLES

` Crores
Trade receivables Unsecured,
Considered good* 21.43 33.16
Doubtful 105.46 105.86
Less : Allowance for doubtful debts (105.46) (105.86)
Total 21.43 33.16
* Trade receivables (Net of allowance for credit losses )
Subsidiaries Nil Nil
Associates Nil Nil
Others 21.43 33.16
Total 21.43 33.16

10.1 Trade receivables ageing schedule:

` Crores
Outstanding for following period from the due date of payment
Particulars Less than 6 months 1 to 2 2 to 3 More than Total
6 months to 1 year years years 3 years
As at 31 March, 2024:
Undisputed trade receivables, considered good 21.43 Nil Nil Nil Nil 21.43
Undisputed trade receivables, considered doubtful Nil Nil Nil Nil Nil Nil
Disputed trade receivables, considered good Nil Nil Nil Nil Nil Nil
Disputed trade receivables, considered doubtful Nil Nil Nil Nil Nil Nil
Total as at 31 March, 2024 21.43 Nil Nil Nil Nil 21.43
As at 31 March, 2023:
Undisputed trade receivables, considered good 33.16 Nil Nil Nil Nil 33.16
Undisputed trade receivables, considered doubtful Nil Nil Nil Nil Nil Nil
Disputed trade receivables, considered good Nil Nil Nil Nil Nil Nil
Disputed trade receivables, considered doubtful Nil Nil Nil Nil Nil Nil
Total as at 31 March, 2023 33.16 Nil Nil Nil Nil 33.16
11. CASH AND CASH EQUIVALENTS

` Crores
Balances with banks
In current accounts 7.61 5.11
Cash on hand ( Refer Note 51) 0.00 0.00
7.61 5.11
12. BANK BALANCES OTHER THAN CASH AND CASH EQUIVALENTS

` Crores
Margin money with banks against guarantees* 0.60 0.84
Earmarked Bank Balance 6.54 6.47
Earmarked bank balances towards unclaimed dividend 0.20 0.20
7.34 7.51
* Includes ` 0.00 Crores (as at March 31, 2023 ` 0.01 crores) having maturity after 12 months. (Refer Note 51)
13. LOANS (CURRENT)

` Crores
Unsecured
Loan to Employees Nil Nil
Total Nil Nil
74 GTL Limited
MDA DR CG FINANCE
14. OTHERS (CURRENT)

` Crores
Interest receivable on term deposit 0.05 0.04
Other Advances 7.60 8.20
Receivable towards reimbursible of cost / expenses 8.51 9.27
Unbilled Revenue 34.79 52.11
Deposits 0.10 0.10
Total 51.05 69.72
Allowance for credit losses
Other Advances (5.85) (5.34)
Receivable towards reimbursible of cost / expenses (8.51) (8.63)
(14.36) (13.97)
Total 36.69 55.75
15. CURRENT TAX ASSETS (NET)

` Crores
Advance Income Tax & Tax deducted at source (Net of provision) 12.12 17.84
Total 12.12 17.84
16. OTHER CURRENT ASSETS

` Crores
Prepaid Expenses 1.19 1.09
Input Tax Recoverable 12.02 14.16
Advance to Suppliers 76.42 71.58
Advances to employees 0.01 0.04
Total 89.64 86.87
17. ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS

` Crores
Assets held for sale Nil Nil
Discontinued Operations:
Claims receivables - Distribution Franchisee (net) (Refer note 17.1) 43.83 43.83
Less: Allowance for credit losses on claims receivables - DF (43.83) (43.83)
Total Nil Nil
17.1 During the financial year 2014-15, the Distribution Franchisee (DF) agreement between the Company and MSEDCL got
terminated. With regards to the Distribution Franchisee activity, the reconciliation and settlement of several claims of
the Company and MSEDCL are under process. The liabilities of the Power Distribution Franchisee of `₹ 210.76 Crores is
adjustable against receivable of ₹` 254.59 crores from them and accordingly has been presented net. The Company has
tested the amount receivable from MSEDCL for expected credit loss and accordingly `₹ 43.83 crores has been provided
for during the financial year 2016-17.

18. SHARE CAPITAL

Authorised Share Capital
Equity shares Preference shares

Particulars
Nos ` Crores Nos ` Crores
At 31 March 2023 290,000,000 290.00 810,000,000 810.00
Increase / (decrease) during the year Nil Nil Nil Nil
At 31 March 2024 290,000,000 290.00 810,000,000 810.00
18.1 Terms/ rights attached to equity shares
T he Company has only one class of equity shares having a face value of ₹` 10/- per share. Each holder of equity
share is entitled to one vote on show of hands and in case of poll, one vote per equity share. A member shall not
have any right to vote whilst any call or other sum shall be due and payable to the Company in respect of any of
the equity shares of such member. All equity shares of the Company rank pari-passu in all respects including the
right to dividend.
In the event of winding-up of the Company, the holders of equity shares will be entitled to receive any of the remaining
assets of the Company, if any, after distribution of all preferential amounts in proportion to the number of shares held at
the time of commencement of winding-up.
The equity shareholders have all other rights as available to equity shareholders as per the provisions of Companies Act,
2013, read together with the Memorandum and Articles of Association of the Company.
18.2 Terms, Rights, Preferences and restrictions attached to 0.01% - Non Participating Optionally Convertible
Cumulative Preference Shares (OCPS):
The Company has only one class of preference shares, having face value of ₹` 10/- per share allotted to GTL
Infrastructure Limited (GIL). In terms of the issue, GIL had right to convert OCPS into equity shares from the expiry of 6
months from the date of allotment till 18 months of the date of allotment. However, GIL has opted for non-conversion
of OCPS into equity shares.
The OCPS carry a dividend of 0.01 % per annum, payable on a cumulative basis on the date of conversion / redemption
as the case may be. Any declaration and payment of dividend shall at all times be subject to the availability of Profits and
the terms of the restructuring of the debts under the Corporate Debt Restructure (CDR) Mechanism, unless otherwise
agreed by the CDR Lenders. Further, in the event of inability of the Company to declare / pay dividend due to non-
availability of Profits / pursuant to the terms of restructuring, the dividend may be waived by GIL.
After the expiry of a period of 6 months from the Allotment Date, the OCPS may at the Option of the Company be
redeemed at any time prior to the expiry of 20 years from the date of the allotment, in part or in full, after providing a
prior written notice of 30 days to GIL. As agreed by the OCPS holder, the original term providing Yield to Maturity of 8%
by way of redemption premium has been repealed by the Board.
Other than as permitted under applicable laws, GIL will not have a right to vote at the Company’s General Meetings.
In the event of winding-up of the Company, the OCPS holder/s will be entitled to receive in proportion to the number of shares
held at the time of commencement of winding-up, any of the remaining assets of the Company, if any, after distribution to all
secured creditors and their right to receive monies out of the remaining assets of the Company shall be reckoned pari-passu
with other unsecured creditors, however, in priority to the equity shareholders. The OCPS holder/s shall have such rights as per
the provisions of Companies Act, 2013, read together with Memorandum of Association of the Company.
The OCPS holder/s shall have all other rights as avaialble as per the provisions of Companies Act, 2013, read together
with Memorandum and Articles of Association of the Company.
18.3. a Issued Equity Capital
Equity shares of ` 10 each issued, subscribed and fully paid No. ` Crores
At 31 March 2023 157,296,781 157.30
Changes during the year Nil Nil
At 31 March 2024 157,296,781 157.30
76 GTL Limited
MDA DR CG FINANCE
18.3. b Issued Preference Capital
Preference shares of ` 10 each issued, subscribed and fully paid No. ` Crores
At 31 March 2023 650,000,000 650.00
Changes during the year Nil Nil
At 31 March 2024 650,000,000 650.00
18.4 Details of shareholders holding more than 5% shares in the Company:
As at 31 March 2024 As at 31 March 2023

Name of the shareholder No. in Crores % holding in No. in Crores % holding in
the class the class
Equity Shares
Global Holding Corporation Private Limited 2.25 14.29% 2.25 14.29%
Preference Shares
GTL Infrastructure Limited 65.00 100.00% 65.00 100.00%
As at 31 March, 2024 As at 31 March, 2023 % Change

Promoter name No. of % of total No. of % of total during the
Shares shares Shares shares year
Mr. Manoj G. Tirodkar (Promoter) Nil Nil Nil Nil No Change

Global Holding Corporation Private Limited 22,480,559 14.29% 22,480,559 14.29% No Change
(Promoter Group)
Total 22,480,559 14.29% 22,480,559 14.29% No Change
19. OTHER EQUITY

Other Equity includes:
` Crores
Equity component of compound financial instrument 570.92 570.92
Capital Reserve (Refer Note 51) 0.00 0.00
Capital Redemption Reserve 8.63 8.63
Securities Premium Account 448.18 448.18
Debenture Redemption Reserve 191.16 191.16
General Reserve 510.76 510.76
Other Comprehensive Income
Opening balance (1.04) (0.92)
OCI (0.17) (0.12)
Closing balance (1.21) (1.04)
Balance in Statement of Profit and Loss
Opening balance (8,117.90) (8,175.11)
Net Profit / (loss) for the period 210.80 57.21
Closing balance (7,907.10) (8,117.90)
Total (6,178.65) (6,389.28)
Capital Reserve : This reserve represents the fractional coupon amounts upon conversion of FCCB into equity shares.


Capital Redemption Reserve : This Reserve is created under Section 69 of the Companies Act, 2013 by transferring an

amount equal to the nominal value of shares bought back by the Company. This is permitted to be used for issuing fully paid
bonus shares.
Securities Premium Account : Premium collected on issue of securities is accumulated as a part of Securities Premium

Account. Utilisation of such premium is restricted by the Companies Act, 2013.
Debenture Redemption Reserve : Additional Debenture Redemption Reserve is not created as the said requirement has

been dispensed with in terms of the amendment to Companies (Share Capital and Debentures) Rule 2014.
General Reserve : General Reserve forms part of the retained earnings and is permitted to be distributed to shareholders as

dividend.
Balance in Statement of Profit and Loss : This represents profits remaining after all appropriations. This is a free reserve

and can be used for distribution as dividend.
20. BORROWINGS
` Crores
Non-current Borrowings
Non-current interest bearing loans and borrowings:
Unsecured loans
Liability component of compound financial instrument
0.01% Non-Participating Optionally Convertible Cumulative Preference Shares (OCPS) 265.69 239.07
of ` 10/- each fully paid - up
Total unsecured loans 265.69 239.07
20.1 Liability component of compound financial instrument i.e 0.01% Non-Participating Optionally Convertible Cumulative
Preference Shares (OCPS) is determined considering effective interest rate.
20.2 Refer note 18.2 for Terms, Rights, Preferences, redemption details and restrictions attached to 0.01% - Non Participating
Optionally Convertible Cumulative Preference Shares (OCPS)
21. PROVISIONS
` Crores
Provision for Employee Benefits
Gratuity Nil Nil
Leave Encashment 1.42 1.22
1.42 1.22
22. BORROWINGS
` Crores
Secured
Payable to CDR lenders (Refer Note 22.1, 22.2, 22.3 and 22.4) 1,600.75 1,951.19
Un-Secured
Payable to External Commercial Borrowings (ECB) lenders 789.80 776.66
Holders of Rated Redeemable Unsecured Rupee Non-convertible Debentures (NCD) 1,589.28 1,589.28
Interest accrued and due on borrowings (Refer Note 22.4 and 22.5) 1,511.71 1,508.53
5,491.54 5,825.66
78 GTL Limited
MDA DR CG FINANCE
22.1 Nature of security:

I) Security created in favor of CDR Lenders :
a) A first charge and mortgage on all immovable properties, present and future (Also refer Note 22.2 below);
b) A first charge by way of hypothecation over all movable assets, present and future (Also refer Note 22.2 below);
c) A first charge on the Trust and Retention Account and other reserves and any other bank accounts wherever
maintained, present & future;
d) A first charge, by way of assignment or creation of charge, over:
i. all the rights, titles, interest, benefits, claims and demands whatsoever in the Project Documents duly
acknowledged and consented to by the relevant counter-parties to such Project Documents, all as
amended, varied or supplemented from time to time
ii. all the rights, titles, interest, benefits, claims and demands, whatsoever, in the Clearances
iii. all the rights, titles, interest, benefits, claims and demands, whatsoever, in any letter of credit, guarantee,
performance bond provided by any party to the Project Documents;
iv. all the rights, titles, interest, benefits, claims and demands, whatsoever, in Insurance Contracts /
proceeds under Insurance Contracts;
e) Pledge of all investments of the Company, except investment in Global Rural Netco Ltd (GRNL) which has since
been dissolved (Also refer Note 22.2 below);
f) Mr. Manoj G. Tirodkar, one of the promoters of the Company, has extended a personal guarantee. The
guarantee is limited to an amount of `₹ 394.28 Crores; and
g) Mr. Manoj G. Tirodkar and Global Holding Corporation Private Limited (GHC), promoters of the Company, have
executed Sponsor Support Agreement to meet any shortfall or expected shortfall in the cash flows towards
the debt servicing obligations of the Company. As far as Mr. Manoj Tirodkar is concerned any liability arising
from this Sponsor Support Agreement along with any other Agreement including Personal Guarantee shall be
always capped at ₹` 394.28 Crores.
The personal guarantee and liability arising from Sponsor Support Agreement have to be reduced to the extent
of exposure of lenders, which were fully settled by the Company. Accordingly, the Company has requested the
Security Trustee to issue the confirmation / letter in this regard.
II) Security offered to CDR Lender’s pending creation of charge:
a) The Company’s one of the promoters namely GHC along with its step down subsidiaries has to extend
corporate guarantee; and
b) GHC has to pledge its holding in the Company.
III) Prior to the restructuring of the Company’s debts under CDR Mechanism, the Company created security on certain
specified tangible assets of the Company in favour of Andhra Bank, Punjab National Bank, Union Bank of India, Vijaya
Bank, IDBI Bank Limited, Bank of Baroda, UCO Bank, Indian Overseas Bank, Indian Bank, Canara Bank and Dena Bank
for their respective credit facilities other than term loans, aggregating in ₹` 1,572 Crores. In terms of CDR Documents
inter-alia Master Restructuring Agreement, the earlier charges are not satisfied by the Company after creation of new
security as stated in I above on account of non-issuance of NOC for satisfaction of charges by the lenders.
22.2 Since the lenders have sold 9 out of 10 immovable properties along with movable assets therein and invoked all
investments referred in Note 22.1(e), the Company is awaiting No Objection Certificate (NOC) from Security Trustee for
effecting the reduction in charge in respect of them.
In the meanwhile, the Monitoring Institution, on behalf of all the secured lenders have communicated their ‘In-Principle’
approval to the OTS proposal and the Company is awaiting requisite sanction from the secured lenders along with
resolutions of NCLAT and Debt Recovery Tribunal related issues.
During the month of March 2024, the Company received OTS sanction from one of its secured lenders. Subsequent to
March 31, 2024, the Company received OTS sanction from two of its secured lenders. Accordingly, the Company has
settled them fully in accordance with the OTS proposal. The sanctions in respect of others are awaited.
22.3 The petition filed by one of the lenders before NCLT got dismissed vide its order dated November 18, 2022,
the said matter is pending before the National Company Law Appellate Tribunal (NCLAT), on appeal by the said
lender. In view of this and Notes 22.2 and 22.4, the Company has neither paid nor provided interest on its
borrowings during the year.

22.4 The Monitoring Institution, on behalf of all the secured lenders have communicated their ‘In-Principle’ approval to the
OTS proposal of `₹ 375.79 Crores besides pass-through of all pending arbitration proceeds in the agreed ratio subject
to the approval by their respective sanctioning authorities. Further, the secured lenders have recovered an amount of
` 101.01 Crores in respect hereof through the sale of Company’s immovable properties under The SARFAESI Act,
leaving a balance of ` 274.78 Crores against which the Company has deposited ₹` 172.14 Crores as on date in the
Escrow Account maintained for the said purpose and is awaiting requisite sanction from the secured lenders along with
resolutions of NCLAT and Debt Recovery Tribunal related issues.
22.5 Details of Interest accrued and due on borrowings comprises of:
a) Overdue Interest of `₹ 502.79 Crores relating to the period March 2014 to March 2017 on amounts due to holders
of Rated Redeemable Unsecured Rupee Non-convertible Debentures;
b) verdue Interest of ₹` 215.21 crores relating to the period for December 12, 2011 to March 31, 2017 on External
O
Commercial Borrowings; the variation in the interest accrued amount as at 31 March, 2024 is on account of
exchange fluctuation;
c) Overdue Interest of `₹ 727.80 Crores relating to the period June 2014 to March 2017 on Secured Term Loan;
d) Overdue interest of ` 22.64 Crores relating to the period June 2014 to March 2017 on Secured Funded Interest
Term Loan;
e) Overdue interest of `₹ 23.00 Crores September 2014 to March 2017 on Cash Credit facility;
f) Overdue interest of ` 20.27 Crores November 2014 to March 2017 on dues towards BG Invocation.
23. TRADE PAYABLES

` Crores
Total outstanding dues to micro and small enterprises (Refer Note 23.2) 1.29 1.29
Total outstanding dues to other than micro and small enterprises 9.54 9.55
10.83 10.84
23.1 Trade payables ageing schedule:
` Crores
Less than 1 to 2 2 to 3 More than Total

Particulars
1 year years years 3 years
As at March 31, 2024:
(i) MSME Nil Nil Nil 1.29 1.29
(ii) Others (Refer Note 51) 0.00 Nil Nil 9.54 9.54
(iii) Disputed dues - MSME Nil Nil Nil Nil Nil
(iv) Disputed dues - Others Nil Nil Nil Nil Nil
Total as at March 31, 2024: 0.00 Nil Nil 10.83 10.83
As at March 31, 2023:
(i) MSME Nil Nil Nil 1.29 1.29
(ii) Others 0.01 Nil 0.02 9.52 9.55
(iii) Disputed dues - MSME Nil Nil Nil Nil Nil
(iv) Disputed dues - Others Nil Nil Nil Nil Nil
Total as at March 31, 2023: 0.01 Nil 0.02 10.81 10.84
23.2 The Company has sought the balance confirmations from the trade payables and has received such confirmations from
some vendors. In respect of the remaining vendors, balances are subject to confirmation and appropriate adjustment, if
necessary, will be considered in the year of reconciliation.
23.3 Disclosure in accordance with Micro, Small and Medium Enterprises Development (MSMED) Act, 2006. The information
required to be disclosed has been furnished to the extent parties have been identified as Micro, Small and Medium
Enterprises on the basis of information available in this regard with the Company.
80 GTL Limited
MDA DR CG FINANCE
` Crores
Principal amount remaining unpaid 1.29 1.29
Interest due thereon 8.89 7.06
The amount of interest paid in terms of Section 16, along with the amounts of the Nil Nil
payment made beyond the appointed day during the accounting year
The amount of interest due and payable for the period (where the principal has Nil Nil
been paid but interest under the MSMED Act, 2006 not paid);
The amount of interest accrued and remaining unpaid at the end of accounting year 8.89 7.06
The amount of further interest due and payable even in the succeeding year, until 1.83 1.21
such date when the interest dues as above are actually paid to the small enterprise,
for the purpose of disallowance as a deductible expenditure under Section 23.
24. OTHER FINANCIAL LIABILITIES

` Crores
Interest accrued and due on Others 8.89 7.06
Unclaimed Dividend 0.20 0.20
Capex Creditors 0.25 0.25
Accrued expenses 249.04 239.66
Security Deposit Received 2.23 2.24
Salary and Employee benefits payable 25.29 21.83
Expense Creditors 2.73 3.05
Payable to Promoter towards amount realised by the lenders on sale of shares (refer note 24.1) 38.42 38.42
Others 0.79 0.78
327.84 313.49
24.1. This represents amount payable to one of the Promoters of the Company on account of amount realised by the lenders
upon sale of pledged shares of the Company.
25. OTHER CURRENT LIABILITIES
` Crores
Advance from customers 0.28 2.08
Withholding and other taxes payable 14.70 7.66
Others 87.33 87.40
102.31 97.14
26. PROVISIONS
` Crores
Provision for Employee Benefits
Gratuity Nil Nil
0.17 0.25

27 REVENUE FROM OPERATIONS

` Crores
Sale of Services
Telecom Network Services 158.99 134.37
Energy Management and Operation Maintenance 42.93 51.96
Other Operating Revenues Nil 0.08
Total 201.92 186.41
27.1 In a dispute between the Company and GTL Infrastructure Limited (GIL), the Arbitration Tribunal vide its interim order dated
December 17, 2019 has directed GIL to pay an amount of ` 440.00 Crores in stipulated timeline. The parties had initiated
a settlement process; however, it could not be completed due to non-receipt of consents from GIL lenders. Further, GIL
lenders have challenged the award and related execution proceedings. Hence the Company has not recognized income
against the said claim.
27.2 Revenues in excess of invoicing are classified as contract assets (referred to as unbilled revenues), while invoicing in excess
of revenues are classified as contract liabilities (referred to as unearned revenues). Details of the same are as under:
` Crores
Contract Assets 34.79 52.11
Contract Liabilities Nil Nil
28. OTHER INCOME

` Crores
Interest income
Bank Deposits 0.03 0.05
Others 1.60 0.91
Lease and rent income 1.90 2.08
Other non-operating income
Excess provisions no longer required 7.37 1.68
Others 0.37 0.88
Gain on Foreign Currency Transactions Nil Nil
Total 11.27 5.60
29. COST OF PURCHASES / SERVICES RENDERED

` Crores
Cost of Services rendered
Electricity and Diesel cost for Energy Management 14.91 14.53
Sub-Contractor Charges 7.76 10.53
Total 22.67 25.06
30. CHANGES IN INVENTORIES OF STOCK-IN- TRADE

` Crores
Consumables Nil Nil
Total Nil Nil
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MDA DR CG FINANCE
31. EMPLOYEE BENEFITS EXPENSES

` Crores
Salaries, wages and bonus 65.33 55.73
Contribution to Provident and other funds 4.99 5.75
Staff welfare expense 0.10 0.07
Outsourced wages and Manpower Cost 4.41 3.60
Total 74.83 65.15
32. FINANCE COSTS

` Crores
Interest:
On OCPS 26.62 23.89
On Right To Use Lease Assets 0.41 0.30
Others:
Other Borrowing costs 1.84 1.47
Total 28.87 25.66
32.1 The Company has neither paid nor provided interest on its borrowing during the financial year as explained in Note 22.3.
Had such interest been recognized the finance cost would have been more by ` 426.55 Crores (₹` 417.69 Crores).
33. DEPRECIATION AND AMORTIZATION EXPENSE

` Crores
Depreciation of tangible assets (Note 3) 4.63 4.28
Depreciation on Investment Properties (Note 5) Nil 0.02
Amortization of intangible assets (Note 6 and Note 51) 0.60 0.00
5.23 4.30
34. OTHER EXPENSES
` Crores
Communication Expenses 0.22 0.13
Advertisement Expenses 0.01 0.01
Rates & Taxes 4.80 3.14
Rent 0.02 2.79
Electricity Charges 1.03 1.02
Insurance 2.27 2.24
Legal and Professional Fees 13.14 13.59
Travelling and Conveyance Expenses 1.15 1.15
Directors’ Sitting Fees 1.09 0.88
Auditor’s Remuneration (Refer note 34.1) 0.57 0.55

` Crores
Repairs & Maintenance - Others 1.30 1.46
Provision for doubtful advances 0.50 Nil
Loss on foreign currency transactions (Net) 16.31 85.88
Other Expenses 1.57 2.22
43.98 115.06
34.1 Payments to the auditor:
` Crores
As auditor:
Audit fees 0.40 0.40
Tax Audit fees 0.04 0.04
GST Audit fees 0.10 0.10
In other capacity:
Other services (Certification fees) ( Refer Note 51) 0.00 Nil
Reimbursement of expenses 0.03 0.01
0.57 0.55
35 EXCEPTIONAL ITEMS
` Crores
Amount realized over carrying value of immovable properties sold (Refer note 35.1) 137.62 100.43
One-time and non-recurring revenue ( Refer note 35.2) 35.57 Nil
173.19 100.43
35.1 During the year, the lenders have sold six immovable properties mortgaged with them. The amount realized over the
carrying value of assets is considered as “Exceptional Items”.
35.2 One-time and non-recurring revenue represents revision in the Field Level Maintenance (FLM) rates as per the
escalation clause of the FLM agreement with retrospective effect.
36. EARNINGS PER SHARE (EPS)

` Crores
Profit / (Loss) after tax :
Continuing operations ( after exceptional items) 37.61 57.21
Discontinued Operations Nil Nil
37.61 57.21
Add :
Dividend payable on cumulative Preference Shares (0.07) (0.07)
Profit / (Loss) attributable to equity holders of continuing operations for basic earnings 37.54 57.14
Profit / (Loss) attributable to equity holders of discontinued operations for basic earnings Nil Nil
Profit / (Loss) attributable to equity holders total operations for basic earnings 37.54 57.14
84 GTL Limited
MDA DR CG FINANCE

Weighted average number of Equity shares for basic EPS 157,296,781 157,296,781
Weighted average earnings per share (basic and diluted) (continuing operations) 13.40 3.63
Weighted average earnings per share (basic and diluted) (discontinued operations) Nil Nil
Weighted average earnings per share (basic and diluted) (total operations) 13.40 3.63
36.1 There have been no other transactions involving equity shares or potential equity shares between the reporting date and
the date of authorisation of these financial statements.
36.2 There were no potentially dilutive equity shares which would have been outstanding as at the year end.
37: SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS

The preparation of the Company’s financial statements requires management to make judgements, estimates and assumptions
that affect the reported amounts of revenues, expenses, assets and liabilities and the accompanying disclosures, and the
disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require
a material adjustment to the carrying amount of assets or liabilities affected in future periods.
Judgements
In the process of applying the Company’s accounting policies, management has made the following judgements, which have
the most significant effect on the amounts recognised in the financial statements:
Estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a
significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are
described below. The Company based its assumptions and estimates on parameters available when the financial statements were
prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or
circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they occur.
The Management believes that the judgments and estimates used in preparation of financial statement are prudent and reasonable.
Taxes
Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be available
against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred
tax assets that can be recognised, based upon the likely timing and the level of future taxable profits.
Defined benefit plans (gratuity benefits)
The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined using actuarial
valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future.
These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities
involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these
assumptions. All assumptions are reviewed at each reporting date.
Fair value measurement of financial instruments
When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on
quoted prices in active markets, their fair value is measured using valuation techniques including the DCF model. The inputs to
these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required
in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in
assumptions about these factors could affect the reported fair value of financial instruments. See Note 41 for further disclosures.
Allowances for credit loss on Trade Receivable, Advance to supplier and other receivable
The Provision for allowances for credit loss for Trade Receivable , Advance to supplier and other receivable are based on
assumptions about the risk of defaults and expected credit loss. The Company uses judgment in making these assumption
and selecting the inputs to the calculation of provision for allowance based on the past history, existing market conditions as
well as forward looking estimates at the end of each reporting period.
Provisions for impairment loss on Investment
Provisions for impairment loss on Investment is based on evaluation of financial position of investee companies to meet their
obligations for honouring their commitments towards the investment held by the Company.

38. GRATUITY AND OTHER POST-EMPLOYMENT BENEFIT PLANS

a) Defined Contribution Plan
` Crores
Employer’s Contribution to Provident fund 1.89 1.75
Employer’s Contribution to Pension fund 2.01 1.98
Total 3.90 3.73
The Company makes contribution towards provident fund and superannuation fund which are in the nature of defined
contribution post employee benefit plan. Under the plan, the Company is required to contribute a specified percentage
of payroll cost to fund the benefits. Amount recognised as an expense in the statement of Profit and Loss - included in
Note 31 - “Contribution to Provident and other funds” ` 3.90 Crores (` 3.73 Crores) is given in the table above
b) Defined Benefit Plan
The employee’s Gratuity Fund Scheme, which is defined benefit plan, is managed by a Trust maintained with Life
Insurance Corporation of India (LIC). The present value of obligation is determined based on actuarial valuation using
Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee
benefit entitlement and measures each unit separately to build up the final obligation. The obligation for compensated
absences is recognized in same manner as gratuity.
Based on actuarial valuation obtained as at the Balance Sheet date the following table sets out the details of Defined
Benefit obligation.
1. Movement in obligation- Gratuity
` Crores
Defined Benefit Obligation at beginning of the period 5.10 4.21
Current service cost 0.91 0.82
Interest cost 0.37 0.29
Benefits paid (0.37) (0.37)
Actuarial changes arising from changes in financial and demographic assumptions 0.11 (0.12)
Experience adjustments 0.05 0.27
Defined Benefit Obligation at end of the period 6.17 5.10
2. Movement in Plan Assets - Gratuity

` Crores
Fair value of plan assets at beginning of year 6.51 5.43
Expected return on plan assets 0.48 0.38
Employer contributions 0.31 1.04
Actuarial gain / (loss) (0.01) 0.03
Fair value of plan assets at end of year 6.91 6.51
Present value of obligation 6.17 5.10
Net funded status of plan 0.74 1.41
Actual return on plan assets 0.01 (0.03)
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MDA DR CG FINANCE
The components of the gratuity cost are as follows:

3. Recognised in Profit and Loss
` Crores
Current Service cost 0.91 0.82
Interest cost (0.10) (0.09)
Total 0.81 0.73
Actual return on plan assets 0.01 (0.03)
4. Recognised in Other Comprehensive Income
` Crores
Remeasurement - Actuarial loss/(gain) 0.17 0.15
Return on plan assets, excluding Interest Income 0.01 (0.03)
Total 0.17 0.12
5. The principal actuarial assumptions used for estimating the Company’s defined benefit obligations are set out
below:
Weighted average actuarial assumptions 31 March 2024 31 March 2023

Attrition rate 5.50% 5.50%
Discount Rate 7.21% 7.47%
Expected Rate of increase in salary 5.50% 5.50%
Expected Rate of Return on Plan Assets 7.21% 7.47%
Mortality rate IALM 2012-14 IALM 2012-14
(Urban) (Urban)
Expected Average remaining working lives of employees 11 Years 11 Years
6. Sensitivity analysis:
Changes in Effect on
Particulars Assumption gratuity
obligation
Discount rate +1% (0.41)
-1% 0.47
Salary Growth rate +1% 0.44
-1% (0.39)
Withdrawal Rate +1% 0.00
-1% (0.01)
Discount rate +1% (0.33)
-1% 0.38
Salary Growth rate +1% 0.35
-1% (0.31)
Withdrawal Rate +1% 0.01
-1% (0.01)

The above sensitivity analysis is based on a change in an assumption while holding all other assumptions constant. In
practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the
sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (projected unit credit
method) has been applied while calculating the defined benefit obligation recognised within the Balance Sheet.
7. History of experience adjustments is as follows:
` Crores
Plan Liabilities - (loss)/gain 0.17 0.15
Plan Assets - (loss)/gain 0.01 (0.03)
Estimate of expected benefit payments (In absolute terms i.e. undiscounted)
Particulars ` Crores
01 Apr 2024 to 31 March 2025 0.41
01 Apr 2025 to 31 March 2026 0.27
01 Apr 2026 to 31 March 2027 0.63
01 Apr 2027 to 31st March 2028 0.58
01 Apr 2028 to 31st March 2029 0.89
01 Apr 2029 to 31st March 2034 3.12
01 Apr 2034 onwards 5.78
As at 31st March, 2024, the weighted average duration of the projected benefit obligation is 11 years (previous year: 11 years)
8. Statement of Employee benefit provision
` Crores
Gratuity Nil Nil
1.60 1.47
39. COMMITMENTS, CONTINGENCIES AND PROVISIONS

A. Leases
1. The Company has adopted Ind AS 116 on leases beginning April 1, 2019, using the modified retrospective approach. The
standard has been applied to the lease contracts as at April 1, 2019.
2. The Company has recognized the lease liability at present value of the lease payments discounted at relevant incremental
borrowing rate. The right to use asset has been measured at the same value as that of the lease liability during inception.
As of 31 March, 2024 the right-of-use asset is ` 26.89 Crores (` 1.95 Crores) and a corresponding lease liability of
` 27.00 Crores (₹` 2.18 Crores).
3. In the statement of profit and loss for the current year, lease expenses which were recognised as other expenses in
previous periods is now recognised as depreciation expense for the right-of-use asset and finance cost for interest
accrued on lease liability. The adoption of this standard did not have any significant impact on the profit for the year
and earnings per share. The weighted average incremental borrowing rate of 11% has been applied to lease liabilities
recognised in the balance sheet at the date of initial application.
4. The Company has also elected not to apply the requirements of Ind AS 116 to short term lease and leases for which
the underlying asset is of a low value. The Company incurred `₹ Nil (` 1.66 Crores) for the year ended March 31, 2024
towards expenses relating to short-term leases.
5. The total cash outflow for leases is ` 2.95 Crores (` 3.53 Crores) for the year ended 31st March, 2024 including cash outflow
of short-term leases. Out of this, an amount of ` 2.95 Crores (` 1.87 Crores) is pertaining to IndAS 116 requirements and ` Nil
(` 1.66 Crores) is pertaining to short term leases. Interest on lease liabilities is ` 0.41 Crores (` 0.30 Crores) for the year.
88 GTL Limited
MDA DR CG FINANCE
6. The Company’s leases mainly comprise of buildings premises.

Company as a Lessor:
The Company leases out its properties for which:
1. The lease income recognised in the Statement of Profit and Loss ` 1.90 Crores (` 2.08 Crores)
2. Future minimum lease rentals:
Since the Company no longer owns any Leasehold Properties, there will be no receivables thereof
` Crores
Receivable in less than one year Nil 2.08
Receivable in one to two years Nil 1.39
Receivable in two to three years Nil Nil
Receivable in three to four years Nil Nil
B. Commitments
(i) Estimated amount of contracts remaining to be executed on capital account and not provided for:
` Crores
Estimated amount of contracts remaining to be executed on capital account Nil Nil
not provided for (net of advances) (Cash out flow is expected on execution
of such contracts on progressive basis.)
C. Contingent liabilities
` Crores
i) Claims against the Company not acknowledged as debts (refer note 39.C.1) 7,484.42 8,036.27
ii) Guarantees given by Banks on behalf of the Company 2.23 2.23
iii) Corporate Guarantees given by the Company for loans taken by subsidiaries 5.00 5.00
/ others
iv)
Disputed Sales Tax Liabilities for which appeals are pending Amount 76.19 75.76
deposited ₹` 5.28 Crores (for previous years₹ ` 4.63 Crores)
v) Disputed Service Tax Liabilities for which appeals are pending Amount 97.23 61.74
deposited ` 7.04 Crores (for previous years `₹ 4.28 Crores)
vi)
Disputed Income Tax Liability for which appeals are pending Amount 3.65 0.42
Deposited `₹ 0.08 Crores (for previous years ₹` 0.08 Crores)
vii) Dividend on 0.01% Non-Participative Optionally Convertible Cumulative 0.77 0.70
Preference Share
Future cash outflows in respect of iv, v and vi matters are determinable only on receipt of judgements or decisions
pending at various forums. The Company has assessed that it is only possible, but not probable, that outflow of economic
resources will be required in respect of above liability.
39. C. 1. Claims against the Company not acknowledged as debts
As on March 31, 2024, there were 42 cases against the Company, pending in various Courts and other Dispute
Redressal Forums.
i) In 4 out of 42 cases, the Company has been implicated as proforma defendant i.e., there are no monetary claims
against the Company. In most of these cases, dispute concerns matter like loss of share certificate, title claim /
ownership / transfer of the shares etc. The Company’s implication in these matters is with a view to protect the

interest of the lawful owners of the shares. Upon the final orders passed by the Court(s), the Company shall have
to release the shares, which are presently under ‘stop transfer’, in this regard to the rightful claimants. There is
no direct liability or adverse impact on the business of the Company on account of the said 4 cases.
ii) Out of the balance 38 cases, 15 cases are from its earlier power business, 5 cases are from telecom related
businesses and 1 case is in respect of non-allotment / non-refund of money in its IPO, which are handled
by the Company’s advocates, who have the necessary expertise on the subject. It is found that in most
of the cases the claims are unsubstantiated and therefore the Company is resisting and defending these
claims. (Out of the aforesaid 15 cases of power business, 9 cases pertain to Labour Court matter wherein
the employees filed for reinstatement on termination consequent to termination of Aurangabad Distribution
Franchisee Agreement of the Company. These are being settled with affected employees. The contingent
liability in respect of these 9 cases is ` 1.34 Crores and in respect of balance 6 cases is ` 0.40 Crore. Further
the contingent liability w.r.t. 5 cases related to telecom business and 1 case in respect of non-allotment /
non-refund of money in its IPO is ` 0.85 Crore.
iii) There are 9 cases pertaining to arbitration matters, out of which in 5 cases, the Company has invoked
arbitration proceedings against MSEDCL in respect of the DF Contract & EPC Contract as explained in the
earlier Annual Report and the contingent liability towards counter claims of MSEDCL is ` 462.90 Crores.
The other four matters, are arising out of challenge on the procedural orders by the Arbitrator and are being
contested in the courts by the Company’s advocates who have the necessary expertise on the subject. There
is no contingent liability arising out of the four matters.
iv) In 1 case, a bank has filed commercial suit against the Company in the Hon’ble Bombay High Court in respect
of the Company’s comfort letter issued in favour of one of its Wholly Owned Subsidiaries (WOS) towards
WOS’s credit facilities. The contingent liability in respect of which is ` 237.28 Crores
v) In 1 case a Lender Bank has filed insolvency petition before the National Company Law Tribunal, Bombay
Bench (Hon’ble Tribunal) under Section 7 of the IBC Code. The Hon’ble Tribunal vide its order dated November
18, 2022 dismissed the said petition. The said matter is now pending before the National Company Law
Appellate Tribunal (NCLAT), on appeal by the said lender. The contingent liability in respect of which is
` 204.78 Crores (Net of liability in the books as at March 31, 2023 of ` 329.98 Crores, against the total claim
of ` 534.76 Crores).
vi) In 1 case, the Department of Telecom (DoT) has raised a frivolous demand of ` 1,509.50 Crores based on
Adjusted Gross Revenue for ISP license fee pertaining to the business carried out by the Company well before
the year 2009 and the relevant ISP license was surrendered to DoT in 2009 for which DoT had issued a no-
dues certificate in November 2010. The Company is contesting this demand in an appropriate forum.
vii) In 1 case, IDBI Bank and other CDR lenders have filed a suit against the Company in Debt Recovery Tribunal,
Mumbai, claiming ` 4,853.55 Crores. The Company is contesting the claim in the DRT, Mumbai.
viii) In 1 case, employees of the staffing company have initiated legal proceedings in labour/other courts against the
Company. These are being contested by the Company. The contingent liability of these case is ` 0.18 Crore.
ix) In the balance 3 cases, the Company has been impleaded for various procedural reliefs in the courts and
these matters relate and arise out of the Interim Award passed by the Arbitral Tribunal in an Arbitration matter
between the Company and GTL Infrastructure Limited and are being contested in the courts by the Company’s
advocates who have the necessary expertise on the subject. There is no liability to the Company at this stage
of litigation. As on the date there is no contingent liability.
Apart from the above cases pending before the courts and other dispute Dispute Redressal Forums, the
Company has not acknowledged the following debts also:
x)
Claim of ` 179.00 Crores from Global Holding Corporation (GHC), towards loss occurred to GHC on account
of invocation by lender of share investment held by GHC in the Company which was offered as pledge for the
credit facility availed by the Company.
xi) One of the lenders has debited amount of ` 34.58 Crores to Current Account which is disputed by the Company.
xii) Upon withdrawal of nomination by lead lender, the minimum number of directors got reduced from six to five and
fell below the minimum threshold prescribed under Regulation 17(1)(c) of Listing Regulations. Both BSE Limited and
National Stock Exchange of India Limited have levied a Fine of ` 6,60,800/- each. The Company’s application for
waiver of fine has been heard on March 2, 2023 and the order of BSE and NSE on the same is awaited.
The contingent liability in respect of the above is ` 7,484.42 Crores
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D. Movement in provisions
Disclosure as required by Ind AS Provisions, Contingent Liabilities and Contingent Assets
` Crores

Compensated Absences at beginning of the period 1.47 1.39
Addition 0.32 0.35
Compensated Absences at end of the period 1.60 1.47
40.1 Related Parties
Key Managerial Personnel (KMP)
a) Mr. Sunil Valavalkar – Whole Time Director (Key Managerial Personnel)
b) Mr. Milind Bapat – Chief Financial Officer (Key Managerial Personnel)
c) Mr. Deepak Keluskar – Company Secretary (Key Managerial Personnel)
d) Directors:
i) Mr. D. S. Gunasingh – Chairman and Independent Director
ii) Mr. Navin Kripalani – Independent Director
iii) Dr. Mahesh Borase – Independent Director
iv) Ms. Sanjana Pawar – Independent Director
v) Mrs. Siddhi Thakur – Non-Executive Director
40.2 Related Party Disclosures - Transactions With Related Party
` Crores
Transactions during the year
April 2023 to March 2024
Sr.
Party Name Year Short Term Post Employee Sitting Fees
No.
Employee benefits
benefits
a. Mr. Sunil Valavalkar (KMP) 31-Mar-24 0.39 0.01 N.A.
31-Mar-23 0.16 0.01 N.A.
b. Mr. Milind Bapat (KMP) 31-Mar-24 1.62 0.04 N.A.
31-Mar-23 0.91 0.04 N.A.
c. Mr.Deepak Keluskar (KMP) 31-Mar-24 0.39 0.01 N.A.
31-Mar-23 0.21 0.01 N.A.
d. (i) Mr. D. S. Gunasingh 31-Mar-24 N.A. N.A. 0.25
31-Mar-23 N.A. N.A. 0.24
d. (ii) Mr. Navin Kripalani 31-Mar-24 N.A. N.A. 0.20
31-Mar-23 N.A. N.A. 0.21
d. (iii) Dr. Mahesh Borase 31-Mar-24 N.A. N.A. 0.24
31-Mar-23 N.A. N.A. 0.15
d. (iv) Ms. Sanjana Pawar 31-Mar-24 N.A. N.A. 0.20
31-Mar-23 N.A. N.A. 0.06
d. (v) Mrs. Siddhi Thakur 31-Mar-24 N.A. N.A. 0.20
31-Mar-23 N.A. N.A. 0.23

40.2.1 The amounts disclosed in the table related to key managerial personnel are the amounts recognised as an expense
during the reporting period.
40.2.2 Provision for contribution to Gratuity fund and leave encashment on retirement which are made based on actuarial
valuation on an overall Company basis are not included in remuneration details of key managerial personnel.
41. FAIR VALUES

Set out below, is a comparison by class of the carrying amounts and fair value of the Company’s financial instruments
` Crores
Carrying value Fair value
Particulars
31 March 2024 31 March 2023 31 March 2024 31 March 2023
Financial assets
FVTPL financial investments
Investment in Preference Shares - Others
European Projects and Aviation Limited Nil Nil 111.65 111.65
Total of financial assets at fair value Nil Nil 111.65 111.65
Financial assets designated at amortised cost
Non-current assets (refer note 41.1)
Others 0.65 0.61 0.65 0.61
Current assets (refer note 41.1)
Trade receivables 21.43 33.16 21.43 33.16
Cash and cash equivalents 7.61 5.11 7.61 5.11
Bank balance other than included in Cash and 7.34 7.51 7.34 7.51
cash equivalents above
Other 36.70 55.75 36.70 55.75
Total of financial assets at amortised cost 73.73 102.14 73.73 102.14
Total of financial assets 73.73 102.14 185.38 213.79
Financial liabilities designated at amortised cost
Borrowings
Fixed rate borrowings 5,491.53 5,825.66 5,491.53 5,825.66
0.01% Non-Participating Optionally Convertible 265.69 239.07 265.69 239.07
Cumulative Preference Shares (OCPS)
(Refer note 41.2)
Trade payables (refer note 41.1) 10.83 10.84 10.83 10.84
Other Financial Liabilities (refer note 41.1) 327.84 313.49 327.84 313.49
Total of financial liabilites 6,095.89 6,391.23 6,095.89 6,391.23
41.1 The Management assessed that trade receivables, cash and bank balances, loans, other financial assets, trade payables
and other financial liabilities approximate their carrying amounts largely due to the short-term maturities of these
instruments.
41.2 The fair values of the Company’s fixed interest-bearing borrowings is determined by using DCF method using discount
rate that reflects the issuer’s borrowing rate as at the end of the reporting period. The own non-performance risk as at
31 March, 2024 was assessed to be insignificant as borrowings are fixed interest bearing.
92 GTL Limited
MDA DR CG FINANCE
42. FAIR VALUE HIERARCHY

The following table provides the fair value measurement hierarchy of the Company’s assets and liabilities.
Quantitative disclosures fair value measurement hierarchy for assets as at :
` Crores
Fair value measurement using
March 31, 2024 March 31, 2023
Particulars Quoted prices Significant Significant Quoted prices Significant Significant

in active observable unobservable in active observable unobservable
markets inputs inputs markets inputs inputs
(Level 1) (Level 2) (Level 3) (Level 1) (Level 2) (Level 3)
Assets measured at fair value:
FVTPL financial investments :
Investment in Preference Shares - Others
European Projects and Aviation Ltd Nil Nil
Assets for which fair values are disclosed :
Investment properties (Refer Note 5.1) N.A. 0.18
Quantitative disclosures of fair value measurement hierarchy for liabilities as at :

` Crores
Fair value measurement using
March 31, 2024 March 31, 2023
Particulars Quoted prices Significant Significant Quoted prices Significant Significant

in active observable unobservable in active observable unobservable
markets inputs inputs markets inputs inputs
(Level 1) (Level 2) (Level 3) (Level 1) (Level 2) (Level 3)
Liabilities for which fair values are disclosed
(Refer Note 41):
Borrowings:
Fixed Interest bearing loans 5,491.53 5,825.66
Convertible preference shares 265.69 239.07
43. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Company’s principal financial liabilities comprise of loans and borrowings, trade and other payables, and financial
guarantee contracts. The main purpose of these financial liabilities is to manage finance for the Company’s operations. The
Company’s principal financial assets includes investments, trade and other receivables, supplier advance and cash and cash
equivalents that derive directly from its operations.
The Company is exposed to market risk, credit risk and liquidity risk. The Company’s senior management oversees the
management of these risks. The Company’s financial risk activities are governed by appropriate policies and procedures. The
financial risks are identified, measured and managed in accordance with the Company’s policies and procedures. It is the
Company’s policy that no trading in derivatives for speculative purposes to be undertaken. The Audit Committee of the Board
and the Board of Directors review and monitor risk management and mitigation plans. The financial risks are summarised
below:
43.1 Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes
in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such
as equity price risk and commodity risk. Financial instruments affected by market risk include loans, borrowings and
deposits. As the revenues from the Company’s network service business is dependent on the sustainability of telecom
sector, Company believes that macro - economic factor, including the growth of Indian economy as well as political
and economic environment, have a significant direct impact on the Company’s business, results of operations and
financial position.

43.2 Interest rate risk

Interest rate risk is the risk that the fair value or future cash flow of financial instrument will fluctuate because of changes
in market interest rates. The significant part of financial instrument which can be considered in case of the Company as
subject to interest rate risk are borrowings. However the Company’s borrowings carry fixed interest rate and therefore
the Company is not exposed to significant interest rate risk.
43.3 Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of
changes in foreign exchange rates. The Company’s exposure to the risk of changes in foreign exchange rates
relates primarily to the External Commercial Borrowings and except for the the same, the Company is not exposed
to foreign currency risk as the Company’s business operations do not involve any significant transactions in
foreign currency.
Foreign currency sensitivity
The impact on the Company’s profit or loss before tax on account of variation in exchange rates can be on account
of fluctuation in USD as the Company’s External Commercial Borrowings liability is a USD denominated liability.
The following table demonstrates the sensitivity to a reasonably possible change in USD exchange rates, with all
other variables held constant. 1% increase or decrease in USD rate will have the following impact on the profit or
loss before tax :
` Crores
2023-2024 2022-2023
Particulars
1% Increase 1% Decrease 1% Increase 1% Decrease
USD Denominated monetary liabilities 8.90 (8.90) 8.77 (8.77)
43.4 Equity price risk

All the Company’s equity investments are in unlisted entities. All these investments are trade and strategic investments
and therefore are not considered to be exposed or susceptible to market risk.
43.5 Commodity price risk
The Company is engaged in business of providing “Network Services” comprising mainly of Operation
maintenance and energy management (OME) and other network services. In OME the major component of cost
are electricity and Fuel. The variation in the price of electricity and fuel is index based i.e. additionally charged
to customer. With regards to other services the contracts are cost plus margin and therefore commodity price
risk is mitigated.
43.6 Credit risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract,
leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables),
deposits with banks and other financial assets.
Trade receivables
Customer credit risk is managed subject to the Company’s established policy, procedures and controls
relating to customer credit risk management. Credit quality of a customer is assessed based on individual
credit limits and defined in accordance with customer assessment. Outstanding customer receivables are
regularly monitored.
The Company follows a ‘simplified approach’ (i.e. based on lifetime ECL) for recognition of impairment loss
allowance on Trade receivables. For the purpose of measuring lifetime ECL allowance for trade receivables, the
Company estimates irrecoverable amounts based on the ageing of the receivable balances . Individual trade
receivables are written off when management deems them not to be collectible. The Company does not hold
any collateral as security against these trade receivables. The contractually agreed terms effectively manage the
concentration risk. The details of the same are as under:
94 GTL Limited
MDA DR CG FINANCE
` Crores
As at 31 March, 2024 As at 31 March, 2023
Ageing Gross Expected Credit Net Gross Expected Credit Net
(in no. of days past due) carrying credit loss carrying carrying credit loss carrying
amount loss rate amount amount loss rate amount
0 - 90 days past due 21.43 0% Nil 21.43 31.21 0% Nil 31.21
91 - 180 days past due Nil NA Nil Nil 1.95 NA Nil 1.95
181 - 270 days past due Nil NA Nil Nil Nil NA Nil Nil
More than 270 days past due 105.46 100% (105.46) Nil 105.86 100% (105.86) Nil
Total 126.90 - (105.46) 21.43 139.02 - (105.86) 33.16
Financial Assets and bank deposits

Credit risk from balances with banks is managed by the Company’s treasury department in accordance with the Company’s
policy. The Company considers factors such as track record, size of the institution, market reputation and service standards
to select the banks with which its balances and deposits are maintained. Generally, the balances are maintained with the
institutions with which the Company has also availed borrowings. The Company does not maintain significant cash and
deposit balances other than those required for its day to day operations.
The Company’s maximum exposure to credit risk for the components of the Balance Sheet at 31 March 2024 and 31 March
2023 is the carrying amounts as appearing in Note 11, 12, 13 and 14.
43.7 Liquidity risk
Liquidity risk is that the Company will not be able to settle or meet its obligation on time or at reasonable price. Company’s
principal sources of liquidity are cash flows generated from its operations.
The Company continues to take various measures such as cost optimisation, improving operating efficiency to increase
Company’s operating results and cash flows. The Monitoring Institution, on behalf of all the secured lenders have
communicated their ‘In-Principle’ approval to the OTS proposal of ` 375.79 Crores besides pass-through of all pending
arbitration proceeds in the agreed ratio subject to the approval by their respective sanctioning authorities. The petition filed
by one of the lenders before NCLT got dismissed vide its order dated November 18, 2022, the said matter is pending before
the National Company Law Appellate Tribunal (NCLAT), on appeal by the said lender. Accordingly, the Management is of the
view that based on the directions of the lenders / NCLT, it would be in a position to revive the Company / settle the matter
and continue its operations.
The table below summarises the maturity profile of the Company’s financial liabilities based on contractual
undiscounted payments.
` Crores
March 31, 2024 March 31, 2023
On Less More More Total On Less than More More than Total
Particulars demand than 1 than 1 than 5 demand 1 year than 1 5 years
year Year less years Year less
than 5 than 5
years years
Convertible Nil Nil Nil 650.00 650.00 Nil Nil Nil 650.00 650.00
preference shares
Borrowings 5491.53 Nil Nil Nil 5491.53 5825.66 Nil Nil Nil 5825.66
Total outstanding 1.29 Nil Nil Nil 1.29 1.29 Nil Nil Nil 1.29
dues to micro &
small enterprises
Total outstanding 9.54 Nil Nil Nil 9.54 9.55 Nil Nil Nil 9.55
dues to other than
micro & small
enterprises
Total 5502.36 Nil Nil 650.00 6152.36 5836.50 Nil Nil 650.00 6486.50

44. CAPITAL MANAGEMENT

For the purpose of the Company’s capital management, capital includes issued equity capital, convertible preference shares,
Securities premium and all other equity reserves attributable to the equity holders of the Company. The primary objective of
the Company’s capital management is to safeguard continuity of the business operations.
Since the net worth is negative, capital gearing ratio is not furnished.
45. FINANCIAL RATIOS
Ratios
Particulars
2023 - 24 2022 - 23
Current Ratio 0.03 0.03
Debt / Equity Ratio (Refer Note 45.2) N.A. N.A.
Debt Service Coverage Ratio N.A. N.A.
Return on Equity Ratio (Refer Note 45.2) N.A. N.A.
Inventory Turnover Ratio N.A. N.A.
Trade Receivable Turnover Ratio (in no. of days) 49.34 51.63
Trade Payable Turnover Ratio (in no. of days) 157.75 159.48
Net Capital Turnover Ratio (Refer Note 45.2) N.A. N.A.
Net Profit Ratio 18.62% -23.19%
Return on Capital Employed (Refer Note 45.2) N.A. N.A.
Return on Investments (Refer Note 43.4) N.A. N.A.
Notes :
45.1 While calculating Debt Service Coverage Ratio and Net Profit Ratio; exceptional items (See Note 35) are not considered.
45.2 Since the net worth and the net current assets are negative, these ratios are not furnished.
46. ADDITIONAL INFORMATION
Additional regulatory information
a) The title deeds of immovable properties (other than properties where the Company is the lessee and the lease agreements
are duly executed in favour of the lessee), are held in the name of the Company.
b) To the best of the Company’s knowledge and information, there are no transactions which are not recorded in the books
of account or have been surrendered or disclosed as income during the year in the tax assessments under Income Tax
Act, 1961.
c) The Company has not been declared as a wilful defaulter (WD) by any of the banks or financial institutions or any other
lender. Further, the proceeding initiated by one of the secured lenders in this regard is stayed by the appropriate court.
The said lender has sanctioned One Time Settlement against which the Company has made the payment and the process
of withdrawing the WD proceeding is underway.
d) To the best of the Company’s knowledge and information, the Company does not deal with struck off companies.
e) The Company has registered charges with Registrar of Companies (RoC) wherever applicable.
f) The Company has not borrowed any funds during the year.
g) The Company does not hold any benami property and no proceedings have been initiated or pending against the
Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules
made thereunder.
h) The Company does not trade or invest in any crypto currency.
96 GTL Limited
MDA DR CG FINANCE
47. With regards to the investigation conducted by the Central Bureau of Investigation of India and Directorate of Enforcement
during the FY 2022-23, the Company continues to co-operate and provide appropriate legal documentation to defend and
exonerate itself on merits.
48. DEFERRED TAX

Deferred tax assets / (liabilities) of the following:
` Crores
Relating to:
Property, Plant and Equipment 12.47 3.30
Right to use leased assets (6.72) (0.39)
Other Intangible Assets (Refer Note 51) 0.12 0.00
Compounded Financial Instruments (OCPS) (96.08) (102.73)
Lease liabilities 6.75 0.45
Provision for doubtful debts / advances 0.13 Nil
Unabsorbed depreciation 105.34 125.09
22.01 25.72
48.1 The Company has a Deferred Tax Asset of ` 22.01 crores as at March 31, 2024 (` 25.72 Crores as at March 31, 2023).
The same has not been recognised in the financial statement in the absence of probable taxable profits against which
the same can be utilised.
48.2 Amount and expiry date of unused tax losses which are not considered in deferred tax assets disclosed below
` Crores
Unused tax Carried
Assessment Year (AY) Loss Forward
Till AY
2019-20 16.90 2027-28
2020-21 23.36 2028-29
Total 40.26
The Company doesn’t expect sufficient future taxable income in the near future against which the unused business
losses can be utilised and therefore the Company has not considered the same for working of unrecognised DTA
disclosed above .
49. 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. While the petition for insolvency resolution process filed by one of the lenders before National Company Law
Tribunal got dismissed vide its order dated November 18, 2022, the said matter is pending before the National Company Law
Appellate Tribunal (NCLAT), on further appeal by the said lender.
The Monitoring Institution, on behalf of all the secured lenders have communicated their ‘In-Principle’ approval to the OTS
proposal of ` 375.79 Crores besides pass-through of all pending arbitration proceeds in the agreed ratio subject to the
approval by their respective sanctioning authorities. Further, the secured lenders have recovered an amount of ` 101.01
Crores in respect hereof through the sale of Company’s immovable properties under The SARFAESI Act, leaving a balance of
` 274.78 Crores against which the Company has deposited ` 172.14 Crores as on date in the Escrow Account maintained
for the said purpose and is awaiting requisite sanction from the secured lenders along with resolutions of NCLAT and Debt
Recovery Tribunal related issues.
Accordingly, 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.

50.
DISCLOSURE OF INFORMATION AS REQUIRED BY REGULATION 34(3) OF LISTING OBLIGATIONS AND
DISCLOSURE REQUIREMENTS
Since the Company does not have any subsidiary company, the information is not furnished. (Refer Note 40.1.a)
51. DETAILS OF ROUNDED OFF AMOUNTS

The financial statements are presented in ` in Crores. Those items which are required to be disclosed and which were not
presented in the financial statement due to rounding off to the nearest ` in Crores are as follows:
` Crores
As at As at
Description
31 March 2024 31 March 2023
Reserves and Surplus - Capital Reserve (Note 19) 7,725 7,725
Amortization of intangible assets (Note 6 & Note 33) N.A. 23,331
Cash on Hand (Note 11) 23,116 23,116
Fixed Deposits having maturity after twelve months (Note 12) 13,170 N.A.
Trade Payables due for less than one year (Note 23.1) 38,232 N.A.
Payments to auditors for other services (certification fees) (Note 34.1) 30,000 N.A.
52. The previous year figures, wherever necessary, have been regrouped/rearranged/recast to make them comparable with those
of the current year.
53. Figures in brackets relate to the previous year unless otherwise stated.

FRN No.135780W (DIN 01799698)

M. No. 150213 (DIN 02081210) (DIN 03330328)

98 GTL Limited
NOTICE OF AGM
NOTICE is hereby given that the Thirty-sixth (36th) Annual to that effect, and who is eligible for appointment as an
General Meeting of the Members of GTL Limited (“Company”) Independent Director of the Company and who was
will be held on Thursday, September 12, 2024, at 02:00 P.M. appointed by the Board of Directors as an Additional
(IST), through Video Conferencing (“VC”) / Other Audio Visual Director with the designation of an Independent Director of
Means (“OAVM”) to transact the following business: the Company with effect from August 14, 2024 and who
holds office up to the date of this Annual General Meeting
Ordinary Business
of the Company in terms of Section 161(1) of the Act and
1. To consider and adopt the Audited Financial Statements Article 130 of the Articles of Association of the Company
of the Company for the financial year ended March 31, and in respect of whom the Company has received a notice
2024, together with the Reports of the Board of Directors in writing from a Member under Section 160(1) of the Act
and Auditors thereon. proposing her candidature for the office of Director of the
2. To appoint a director in place of Mrs. Siddhi M. Thakur Company, be and is hereby appointed as an Independent
(DIN: 07142250), who retires by rotation and being Director of the Company, not liable to retire by rotation, to
eligible, offers herself, for re-appointment. hold office for a term of 5 years w.e.f. August 14, 2024 to
August 13, 2029. (both days inclusive).
Special Business
ESOLVED further that the Board of Directors be and
R
3. To consider and, if thought fit, to pass, with or without is hereby authorised to do all such acts, deeds, matters
modification, the following resolution as a Special Resolution: and things as may be considered necessary, proper or
“RESOLVED that pursuant to the recommendation of the expedient to give effect to this resolution.”
Nomination and Remuneration Committee and approval of
the Board of Directors and in accordance with the provisions By Order of the Board of Directors
of Sections 149, 150 and 152 read with Schedule IV and Place : Navi Mumbai Deepak Keluskar
other applicable provisions if any, of the Companies Act, Date : August 14, 2024 Company Secretary
2013 (“the Act”) and the Companies (Appointment and
Qualifications of Directors) Rules, 2014 and the applicable Registered Office:
provisions of the Securities and Exchange Board of GTL Limited, ‘Global Vision’,
India (Listing Obligations and Disclosure Requirements) Electronic Sadan No. II, M.I.D.C,
Regulations, 2015 (“Listing Regulations”) (including any T.T.C. Industrial Area, Mahape,
statutory modification(s) or re-enactment(s) thereof, Navi Mumbai 400710, Maharashtra, India
for the time being in force), Ms. Jyotisana S. Kondhalkar Tel: +91-22-27612929
(DIN: 10729811), who meets the criteria for independence Fax: +91-22-2768 9990
as provided in Section 149(6) of the Act along with the E-mail: gtlshares@gtllimited.com
rules framed thereunder, and Regulation 16(1)(b) of Website: www.gtllimited.com
Listing Regulations and who has submitted a declaration CIN: L40300MH1987PLC045657
Notes: Members has been dispensed with. Accordingly, the

1. Pursuant to General Circular no. 9/2023 dated September Proxy Form, Attendance Slip and Route Map are not
25, 2023 and other circulars issued by the Ministry of annexed to this Notice.
Corporate Affairs (“MCA”) and Circular No. SEBI/HO/CFD/ 4. Pursuant to the provisions of Section 108 of the Act,
CFD-PoD-2/P/CIR/2023/167 dated October 7, 2023 and read with Rule 20 of the Companies (Management
other circulars issued by the Securities and Exchange Board and Administration) Rules, 2014 (as amended) and
of India (“SEBI”), (hereinafter collectively referred to as “the Regulation 44 of Listing Regulations, the Company is
Circulars”), the 36th Annual General Meeting (“AGM”) of the providing facility of e-voting to its Members in respect
Company is being conducted through Video Conferencing of the businesses to be transacted at the AGM. For this
(“VC”) / Other Audio-Visual Means (“OAVM”). purpose, the Company has entered into an agreement
2. The Company has provided an explanatory statement with Central Depository Services (India) Limited
pursuant to Section 102(1) of the Companies Act (“the (“CDSL”) for facilitating voting through electronic
Act”) in respect of item no. 3. In terms of Regulation means, as the authorized e-Voting agency. The facility
36 (3) of the SEBI (Listing Obligations and Disclosure of e-voting for casting votes by a member during the 3
Requirements) Regulations, 2015 (as amended) (“Listing days period prior to the AGM (“Remote e-voting”) and
Regulations”), the Company has also provided the during the course of the AGM (“Venue e-voting”) will be
required information in respect of item nos. 2 and 3 of provided by CDSL.
the notice in Annexure – 1 and Annexure - 2 respectively. 5. The Members can join the AGM in the VC/OAVM mode 30
3. Since the 36th AGM is being held pursuant to the minutes before the scheduled time of the commencement
Circulars through VC / OAVM, physical attendance of of the Meeting by following the procedure mentioned

NOTICE OF AGM
in the Notice. The facility of participation at the AGM In respect of shares held in physical form, as requested by
through VC/OAVM will be made available to at least 1000 the Registrar and Share Transfer Agent (“RTA”), members
members on first come first served basis. This will not are requested to intimate changes, if any, in respect of
include large Shareholders (Shareholders holding 2% or the above information, to the RTA at Bigshare Services
more shareholding), Promoters, Institutional Investors, Private Limited, Office No. S6-2, 6th Floor, Pinnacle
Directors, Key Managerial Personnel, the Chairpersons Business Park, Next to Ahura Centre, Mahakali Caves
of the Audit Committee, Nomination and Remuneration Road, Andheri East, Mumbai 400093, Maharashtra, in the
Committee and Stakeholders Relationship Committee, prescribed Form.
Auditors, etc. who are allowed to attend the AGM without
12. Attention of Members is also drawn to SEBI Circular
the restriction of first come first served basis.
No. SEBI / HO / MIRSD / MIRSD_RTAMB / P / CIR / 2022 / 8
6. The attendance of the Members attending the AGM dated January 25, 2022 which mandates that listed
through VC/OAVM will be counted for the purpose of companies issue securities only in dematerialized form
ascertaining the quorum under Section 103 of the Act. while processing service requests viz. Issue of duplicate
securities certificate; claim from unclaimed suspense
7. Pursuant to the Circulars, the facility to appoint proxy to
account; renewal / exchange of securities certificate;
attend and cast vote for the members is not available
endorsement; sub-division / splitting of securities
for this AGM. However, pursuant to Sections 112 and
certificate; consolidation of securities certificates/folios;
113 of the Act, representatives of the members such as
transmission and transposition. Members are therefore
the President of India or the Governor of a State or body
requested to make service requests by submitting a
corporate can attend the AGM through VC/OAVM and cast
duly filled and signed Form ISR–4, the format of which
their votes through e-voting.
is available under Investor Information on the Company’s
8. In line with the Circulars, the Annual Report for FY website http://www.gtllimited.com/ind/inv_info.aspx and
2023-24 containing the Notice of AGM, Financial on the website of the Company’s Registrar and Transfer
Statements, Directors’ Report, Auditors’ Report, Agents, at https://www.bigshareonline.com/Resources.
Corporate Governance Report and Management aspx. It may be noted that any service request will be
Discussion & Analysis, is being sent by electronic mode processed only after the related folio is KYC compliant.
to those Members whose names appear in the Register Members may also note that the above referred circular
of Members as on Friday, August 16, 2024 and whose also stipulates crediting of the shares to Suspense
e-mail addresses are registered with the Company’s Escrow Demat Account, in case concerned shareholder
Registrar and Share Transfer Agent, Bigshare Services fails to submit demat request within the prescribed
Private Limited (“BSPL”) / Depositories. The Annual timelines.
Report has been uploaded on the website of the
13. All documents referred to in this Notice and the Register of
Company at www.gtllimited.com and can also be
Contracts & Directors’ shareholdings are open for inspection
accessed from the websites of the Stock Exchanges i.e.
up to the date of AGM, for which purpose, members may
BSE Limited (“BSE”) and National Stock Exchange of
sent their request to gtlshares@gtllimited.com.
India Limited (“NSE”) at www.bseindia.com and www.
nseindia.com respectively. A copy of the same will 14. The Company’s Equity Shares are listed on BSE and NSE.
also be available on the website of CDSL (agency for The Listing Fees for the FY 2024-25 in respect of equity
providing the Remote e-Voting and venue e-voting shares of the Company have been paid.
system during the AGM) i.e. www.evotingindia.com.
15. The venue of the 36th AGM shall be deemed to be the
9. The procedure for participating in the AGM through VC / Registered Office of the Company at “Global Vision”,
OAVM is explained below in this Notice. Electronic Sadan No. II, M.I.D.C., T.T.C. Industrial Area,
Mahape, Navi Mumbai-400710, Maharashtra, India.
10. In case of joint holders attending the Meeting, only such
joint holder who is higher in the order of names, as per 16. Pursuant to the provisions of Sections 124 and 125
the Register of Members of the Company, will be entitled of the Act, the Company has transferred unclaimed
to vote. dividends up to the Financial Year (FY) 2009-10
(except in respect of pending legal matters) to the
11. Members are requested to intimate changes, if any,
Investor Education and Protection Fund (“IEPF”). The
pertaining to their name, postal address, email address,
Company has not declared/paid any dividend for
telephone / mobile numbers, Permanent Account
FY 2010-11 and thereafter. Therefore, no further
Number (“PAN”), mandates, nominations, power of
Unclaimed / Unpaid Dividend(s) are due for transfer
attorney, bank details such as, name of the bank and
to the IEPF as of date. Members may refer to section
branch details, bank account number, IFSC code, etc.,
‘Unpaid / Unclaimed Dividends’ in the Corporate
to their Depository Participants in case the shares are
Governance Report forming part of this Annual Report,
held in electronic form.
for full details.
100 GTL Limited

NOTICE OF AGM
17.
THE INSTRUCTIONS FOR SHAREHOLDERS FOR Thursday, September 5, 2024 may cast their
E-VOTING ARE AS UNDER: vote electronically. The e-voting module shall be
(i) Pursuant to SEBI Circular No. SEBI / HO / CFD / disabled by CDSL for voting thereafter.
CMD / CIR / P / 2020 / 242 dated December 9, (iii) Shareholders who have already voted as above
2020, under Regulation 44 of Listing Regulations, prior to the meeting date would not be entitled to
GTL Limited, being a listed entity is providing vote during the course of AGM.
e-voting facility to its shareholders, in respect of
all shareholders’ resolutions. (iv) In terms of SEBI Circular No. SEBI/HO/CFD/CMD/
CIR/P/2020/242 dated December 9, 2020 on
(ii) The 3 days remote e-voting period prior to AGM e-Voting facility provided by Listed Companies,
begins on Monday, September 9, 2024 at 09:00 Demat account holders would now be able to
a.m (IST) and ends on Wednesday, September cast their vote by way of a single login credential,
11, 2024 at 05:00 p.m. (IST). During this period through their respective Demat accounts /
shareholders’ of the Company, holding shares websites of Depositories /Depository Participants,
either in physical form or in dematerialized without having to register again with the E-voting
form, as on the cut-off date (“record date”) of Service Providers (“ESPs”).
18(A) PROCESS FOR LOGIN FOR E-VOTING AND JOINING VIRTUAL MEETINGS, FOR INDIVIDUAL SHAREHOLDERS HOLDING
SECURITIES IN DEMAT MODE
Type of shareholders Login Method
Individual Shareholders 1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing
holding securities in Demat user id and password. Option will be made available to reach e-Voting page without
mode with CDSL any further authentication. The URL for users to login to Easi / Easiest are https://
web.cdslindia.com/myeasitoken/home/login or visit www.cdslindia.com and click
on Login icon and select New System Myeasi.
2) After successful login the Easi / Easiest user will be able to see the e-Voting option
for eligible companies where the evoting is in progress as per the information
provided by company. On clicking the evoting option, the user will be able to see
e-Voting page of the CDSL e-Voting service provider for casting his/her vote during
the remote e-Voting period or joining virtual meeting & voting during the course of
the meeting. Additionally, there are also links provided to access the system of all
e-Voting Service Providers i.e. CDSL/NSDL/KARVY/LINKINTIME, so that the user can
visit the e-Voting service providers’ website directly.
3) If the user is not registered for Easi/Easiest, option to register is available at https://
web.cdslindia.com/myeasitoken/Registration/EasiRegistration
4) Alternatively, the user can directly access e-Voting page by providing Demat
Account Number and PAN No. from a e-Voting link available on www.cdslindia.com
home page. The system will authenticate the user by sending OTP on registered
Mobile & Email as recorded in the Demat Account. After successful authentication,
user will be able to see the e-Voting option where the e-voting is in progress and
also able to directly access the system of all e-Voting Service Providers.
Individual Shareholders 1) If user is already registered for NSDL IDeAS facility, they may visit the e-Services
holding securities in demat website of NSDL. Open web browser by typing the following URL: https://eservices.
mode with NSDL nsdl.com either on a Personal Computer or on a mobile. Once the home page of
e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is
available under ‘IDeAS’ section. A new screen will open. User will have to enter User
ID and Password. After successful authentication, user will be able to see e-Voting
services. Click on “Access to e-Voting” under e-Voting services and user will be
able to see e-Voting page. Click on company name or e-Voting service provider
name and user will be re-directed to e-Voting service provider website for casting
vote during the remote e-Voting period or joining virtual meeting & voting during the
course of the meeting.

NOTICE OF AGM
Type of shareholders Login Method
2) If the user is not registered for IDeAS e-Services, option to register is available
at https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3) Visit the e-Voting website of NSDL. Open web browser by typing the following
URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a
mobile. Once the home page of e-Voting system is launched, click on the icon
“Login” which is available under ‘Shareholder/Member’ section. A new screen
will open. User will have to enter User ID (i.e. Sixteen digit demat account number
held with NSDL), Password/OTP and a Verification Code as shown on the screen.
After successful authentication, user will be redirected to NSDL Depository site
wherein user can see e-Voting page. Click on company name or e-Voting service
provider name and user will be redirected to e-Voting service provider website
for casting vote during the remote e-Voting period or joining virtual meeting and
voting during the course of the meeting.
Individual Shareholders User can also login using the login credentials of demat account through Depository
(holding securities in demat Participant registered with NSDL/CDSL for e-Voting facility. After Successful login,
mode) login through their user will be able to see e-Voting option. Once user clicks on e-Voting option, user will
Depository Participants be redirected to NSDL/CDSL Depository site after successful authentication, wherein
user can see e-Voting feature. Click on company name or e-Voting service provider
name and user will be redirected to e-Voting service provider website for casting
vote during the remote e-Voting period or joining virtual meeting and voting during
the course of the meeting.
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password
option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through
Depository i.e. CDSL and NSDL
Login type Helpdesk details

Individual Shareholders holding securities in Demat mode Members facing any technical issue in login can
with CDSL contact CDSL helpdesk by sending a request at
helpdesk.evoting@cdslindia.com or contact at toll free
no. 1800 21 09911
Individual Shareholders holding securities in Demat mode Members facing any technical issue in login can
with NSDL contact NSDL helpdesk by sending a request at
evoting@nsdl.co.in or call at +91 22 48867000 and
+91 22 24997000
18(B) PROCESS & MANNER OF REMOTE E-VOTING AND JOINING VIRTUAL MEETING FOR SHAREHOLDERS HOLDING SHARES
IN PHYSICAL MODE AND OTHER THAN INDIVIDUAL SHAREHOLDERS HOLDING SHARES IN DEMAT MODE:
a. The shareholders should log on to the e-voting website www.evotingindia.com.
b. Click on “Shareholders” module.
c. Now Enter your User ID
(a) For CDSL: 16 digits beneficiary ID,
(b) For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
(c) Members holding shares in Physical Form should enter Folio Number registered with the Company.
d. Next enter the Image Verification as displayed and Click on Login.
e. If you are holding shares in electronic (‘demat’) form and had logged on to www.evotingindia.com and voted on an
earlier voting of any company, then your existing password is to be used.
102 GTL Limited

NOTICE OF AGM
f. If you are a first time user follow the steps given below:
For Shareholders holding shares in Demat Form other than individual and Physical Form
PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for
both demat shareholders as well as physical shareholders)
* Shareholders who have not updated their PAN with the Company / Depository Participant are requested to
use the Sequence Number as provided in the email, in the PAN field.
Dividend Bank Details OR Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your
Date of Birth (DOB) demat account or in the company records in order to login.
If both the details are not recorded with the depository or company please enter the
16 digit member-id or folio number in the Dividend Bank details field as mentioned in
instruction 18(B)c.
g.
After entering these details appropriately, click on FACILITY FOR NON – INDIVIDUAL SHAREHOLDERS AND
“SUBMIT” tab CUSTODIANS – REMOTE VOTING
h. Shareholders holding shares in physical form will then • Non-Individual shareholders (i.e. other than Individuals,
directly reach the Company selection screen. However, HUF, NRI etc.) and Custodians are required to log on to
Shareholders holding shares in demat form will now www.evotingindia.com and register themselves in the
reach ‘Password Creation’ menu wherein they are “Corporates” module.
required to mandatorily enter their login password in • A scanned copy of the Registration Form bearing the
the new password field. Kindly note that this password stamp and sign of the entity should be emailed to
is to be also used by the demat holders for voting for helpdesk.evoting@cdslindia.com.
resolutions of any other company on which they are • After receiving the login details a Compliance User
eligible to vote, provided that company opts for e-voting should be created using the admin login and password.
through CDSL platform. It is strongly recommended not The Compliance User would be able to link the account(s)
to share your password with any other person and take for which they wish to vote on.
utmost are to keep your password confidential. • The list of accounts linked in the login should be mailed
i. For shareholders holding shares in physical form, the to helpdesk.evoting@cdslindia.com and on approval of
details can be used only for e-voting on the resolutions the accounts they would be able to cast their vote.
contained in this Notice. • A scanned copy of the Board Resolution and Power of
j. Click on the EVSN of “GTL LIMITED” on which you choose Attorney (POA) which they have issued in favour of the
to vote. Custodian, if any, should be uploaded in PDF format in
the system for the scrutinizer to verify the same.
k.
On the voting page, you will see “RESOLUTION • Alternatively Non Individual shareholders are required to
DESCRIPTION” and against the same the option “YES/ send the relevant Board Resolution/ Authority letter etc.
NO” for voting. Select the option YES or NO as desired. together with attested specimen signature of the duly
The option YES implies that you assent to the Resolution authorized signatory who are authorized to vote, to the
and option NO implies that you dissent to the Resolution. Scrutinizer and to the Company at the email address
l. Click on the “RESOLUTIONS FILE LINK” if you wish to viz. gtlshares@gtllimited.com, if they have voted from
view the entire Resolution details. individual tab and not uploaded same in the CDSL
e-voting system for the scrutinizer to verify the same.
m. After selecting the resolution you have decided to vote on,
click on “SUBMIT”. A confirmation box will be displayed. 18(C) INSTRUCTIONS FOR SHAREHOLDERS ATTENDING AND
If you wish to confirm your vote, click on “OK”, else to PARTICIPATING IN THE AGM THROUGH VC/OAVM ARE
change your vote, click on “CANCEL” and accordingly AS UNDER:
modify your vote. 1) The procedure for attending meeting and voting
n. Once you “CONFIRM” your vote on the resolution, you will on the day of the AGM is same as the instructions
not be allowed to modify your vote. mentioned above for e-voting.
o. You can also take a print of the votes cast by clicking on 2) The link for VC/OAVM to attend meeting will
“Click here to print” option on the Voting page. be available where the EVSN of Company will
be displayed after successful login as per the
p.
If a demat account holder has forgotten the login instructions mentioned above for Remote e-voting.
password then Enter the User ID and the image
3) Shareholders who have voted through Remote
verification code and click on Forgot Password & enter
e-Voting will be eligible to attend the meeting.
the details as prompted by the system.
However, they will not be eligible to vote at the AGM.

NOTICE OF AGM
4) Shareholders are encouraged to join the Meeting Account statement, PAN (self-attested scanned
through Laptops / IPads for better experience. copy of PAN card), AADHAR (self-attested scanned
copy of Aadhar Card) to Company/RTA email-id.
5) Shareholders will be required to allow Camera
and use Internet with a good speed to avoid any
Queries or issues regarding attending
disturbance during the meeting. AGM & e-Voting from the CDSL e-Voting
6)
Please note that Participants Connecting from System, may be raised by sending email to
Mobile Devices or Tablets or through Laptop
helpdesk.evoting@cdslindia.com or contact at toll
connecting via Mobile Hotspot may experience free no. 1800 21 09911.
Audio/Video loss due to fluctuation in their All grievances connected with the facility for
respective network. It is therefore recommended voting by electronic means may be addressed to
to use Stable Wi-Fi or LAN Connection to mitigate Mr. Rakesh Dalvi, Sr. Manager Central Depository
any kind of aforesaid glitches. Services (India) Limited, A Wing, 25th Floor,
7) For the ease of conduct of AGM, shareholders who Marathon Futurex, Mafatlal Mill Compounds, N M
would like to express their views or ask questions Joshi Marg, Lower Parel (East), Mumbai - 400013
during the meeting may register themselves as or by email to helpdesk.evoting@cdslindia.com or
a speaker by sending their request along with contact at toll free no. 1800 21 09911.
questions mentioning name, demat account
19. The Company has appointed Mr. Virendra G. Bhatt,
number/folio number, email-id, mobile number
a Practicing Company Secretary, (Membership No.
at gtlshares@gtllimited.com from Monday,
ACS1157, COP: 124) as the Scrutinizer for conducting
September 2, 2024 (09.00 A.M. IST) to Friday,
the entire e-voting process in a fair and transparent
September 6, 2024 (05.00 P.M. IST). The Company
manner.
reserves the right to answer the queries suitably in
the AGM, depending upon the availability of time. 20. The Scrutinizer shall, immediately after the conclusion
of voting at the AGM, unblock the votes cast through
8) Only those shareholders, who are present in the
remote e-voting and venue e-voting and will submit a
AGM through VC/OAVM facility and have not casted
consolidated Scrutinizer’s Report of the total votes cast
their vote on the Resolutions through remote
in favour or against, if any, to the Chairman or the whole
e-Voting and are otherwise not barred from doing
time Director or any person authorised by the Chairman.
so, shall be eligible to vote through e-Voting
The results will be announced within the time stipulated
system available during the AGM.
under the applicable laws.
9) If any Votes are cast by the shareholders through
the venue e-voting available during the AGM and if 21. The resolutions will be deemed to be passed on the AGM
the same shareholders have not participated in the date subject to receipt of the requisite numbers of votes
meeting through VC/OAVM facility, then the votes in favour of the Resolutions.
cast by such shareholders shall be considered 22.
The results declared along with the Scrutinizer’s
invalid as the facility of venue e-voting during Report will be hosted on the Company’s website
the meeting is available only to the shareholders at www.gtllimited.com and on CDSL’s website at
attending the meeting. www.evotingindia.com for information of the Members,
18(D)
PROCESS FOR SHAREHOLDERS WHOSE EMAIL besides being communicated to BSE and NSE, where the
ADDRESSES ARE NOT REGISTERED WITH THE shares of the Company are listed.
DEPOSITORIES - FOR OBTAINING LOGIN CREDENTIALS By Order of the Board of Directors
FOR E-VOTING FOR THE RESOLUTIONS PROPOSED IN
THIS NOTICE: Place : Navi Mumbai Deepak Keluskar
Date : August 14, 2024 Company Secretary
1) Shareholders holding shares in physical form -
please provide necessary details like Folio No., Registered Office:
Name of shareholder, scanned copy of the share
certificate (front and back), PAN (self-attested GTL Limited, ‘Global Vision’,
scanned copy of PAN card), AADHAR (self- Electronic Sadan No. II, M.I.D.C,
attested scanned copy of Aadhar Card) by email to T.T.C. Industrial Area, Mahape,
Company/RTA email-id. Navi Mumbai 400710, Maharashtra, India.
Tel: +91-22-2761 2929
2) Shareholders holdings shares in demat form - Fax: +91-22-2768 9990
please provide Demat account details (CDSL- E-mail: gtlshares@gtllimited.com
16 digit beneficiary ID or NSDL-16 digit DPID + Website: www.gtllimited.com
CLID), Name, client master or copy of Consolidated CIN: L40300MH1987PLC045657
104 GTL Limited

NOTICE OF AGM
ANNEXURE TO THE NOTICE Arbitration and Other legal disputes.The Board of Directors are of
the view that her skill, knowledge, expertise and competencies
Explanatory Statement Pursuant to Section 102 of the
will be beneficial for the effective functioning of the Board.
Companies Act, 2013 (the “Act”) and other applicable
Rules made thereunder. Ms. Jyotisana S. Kondhalkar, is qualified to be appointed as a
Item No. 3 Director in terms of Section 164 of the Act and has given her
consent in writing to act as Director of the Company. She has
Taking into consideration, the existing composition of the
also given a declaration to the effect that she meets the criteria
Board, tenure of the Directors and the regulatory requirements
of independence as required under Section 149 of the Act and
under the Companies Act, 2013 (“the Act”) and SEBI (Listing
Regulation 16(1)(b) of Listing Regulations. The Company has
Obligations and Disclosure Requirements) Regulations, 2015
also received a declaration from Ms. Jyotisana S. Kondhalkar
(“Listing Regulations”), the Board of Directors, based on the
to effect that she has not been debarred or disqualified from
recommendation of the Nomination and Remuneration Committee,
being appointed or continuing as Director of a company by the
vide its Resolution dated August 14, 2024 appointed Ms. Jyotisana
Securities and Exchange Board of India, Ministry of Corporate
S. Kondhalkar (DIN: 10729811) as an Additional Director of the
Affairs or any such other Statutory Authority. She is independent
Company (with the Designation of an Independent Director) w.e.f.
of the Management of the Company. In the opinion of the Board,
August 14, 2024 to hold office upto the date of this AGM, pursuant
Ms. Jyotisana S. Kondhalkar fulfils the conditions specified in
to Article 130 of the Articles of Association of the Company and
the Act and the Rules thereunder and the Listing Regulations
section 161 of the Companies Act, 2013; and as an Independent
for appointment as Independent Director.
Director, not liable to retire by rotation, for a term of 5 consecutive
years, commencing from August 14, 2024 to August 13, 2029, Accordingly, it is proposed to appoint Ms. Jyotisana S.
subject to the approval of the members at this AGM. Kondhalkar as an Independent Director of the Company for a
term of five consecutive years w.e.f. August 14, 2024 to August
As per Regulation 17(1C) of Listing Regulations, a listed
13, 2029 (both days inclusive).
entity shall ensure that the approval of the members for the
appointment of a person on the Board of Directors is taken In terms of Section 160 of the Act, the Company has received
at the next General Meeting or within a time period of three notice in writing from a Member proposing the candidature of
months from the date of appointment, whichever is earlier. Ms. Jyotisana S. Kondhalkar to be appointed as an Independent
Accordingly, with a view to comply with the said requirement, Director of the Company.
it is proposed to obtain the approval of the members for her
Disclosure pursuant to the provisions of Regulation 36 of Listing
appointment at this 36th AGM.
Regulations and Secretarial Standard on General Meetings
In accordance with the provisions of Section 149 read with (“SS-2”) issued by the Institute of Company Secretaries of
Schedule IV to the Act and Regulation 25 (2A) of the Listing India, is annexed hereto as Annexure - 2 and forms part of this
Regulations, appointment / reappointment of Independent Notice of 36th AGM.
Directors requires approval of Members of the Company by way
The terms and conditions of appointment of Ms. Jyotisana S.
of special resolution. As per the said Section, an Independent
Kondhalkar is available for inspection by members electronically up
Director can be appointed for a term up of five consecutive years
to the date of the Annual General Meeting. The Members seeking to
on the Board of a company and shall be eligible for reappointment.
inspect the same can send an email to gtlshares@gtllimited.com.
Ms. Jyotisana S. Kondhalkar, aged 43 years is a member of Bar
The Board commends passing of the Special resolution as set out
Council of Maharashtra and Goa, since 2005. In the field of Legal,
in Item no. 3 of the accompanying Notice. Except Ms. Jyotisana
she has experience of around 19 years including in the office of
S. Kondhalkar, none of the Directors / Key Managerial Personnel
M/s. Vigil Juris, Mumbai for 11 years. In her professional capacity,
of the Company and their relatives is concerned or interested,
she appears before various Courts / Forums for representing
financially or otherwise, in the passing of the Resolution.
matters involving Civil, Criminal, Labour, Contracts, Debt recovery,
Details of Directors seeking appointment / re-appointment at the Annual General Meeting (In pursuance of Regulation 36(3) of the
Listing Regulations and Secretarial Standard 2 on General Meetings)
Annexure -1
Sr. No. Particulars Mrs. Siddhi M. Thakur
1 DIN 07142250
2 Age 37 years
3 Qualifications Graduate in Hospitality and Tourism Management from Mumbai University
and holds a post graduate diploma in Tourism Management from Thames
Valley University, London.
4 Terms and Conditions of Appointment Liable to retire by rotation.

NOTICE OF AGM
Sr. No. Particulars Mrs. Siddhi M. Thakur

5 Brief Resume / Experience / Nature of Possesses experience in travel, tour and hospitality for about 15 years, including
expertise in specific functional area as an independent consultant for about 8 years. She was on the Board and the
Committees of GTL Limited as an Independent Director for 8 years. Since April
1, 2023, she is continuing her directorship in the capacity of Non-Executive
Non-Independent Director. Presently, she is also member of Audit, Stakeholders
Relationship and Corporate Social Responsibility Committees.
Thus, she possesses appropriate skills, knowledge and experience in
Hospitality & Tourism Management and Telecom Industries.
6 Remuneration last drawn (including ` 20,25,000/-
Sitting Fees, if any)
7 Details of remuneration to be paid, if any Mrs. Siddhi Thakur shall be paid remuneration by way of;
i) Sitting Fees as decided by the Board for attending meetings.
ii) Commission that may be determined by the Board / General Meetings
for each financial year based on the performance of the Company and
her performance, subject to availability of profits
iii) Reimbursement of expenses in discharge of her function as Director.
8 Details of first appointment to the Board Mrs. Siddhi Thakur joined the Board as Independent Director on March 31,
2015. After expiry of the term as Independent Director she is continuing her
directorship as Non-Executive Non-Independent Director w.e.f. April 1, 2023.
9 Shareholding in the Company NIL
10 Relationship with other Directors / Mrs. Siddhi Thakur does not have any relationship with the Directors or
Manager/ KMPs Manager or any other Key managerial personnel of the Company
11 No. of Meetings of the Board attended 10 (Ten)
during the year
12 In case of Independent Directors, Not Applicable
justification for choosing the appointee
13 Directorship / Membership / Chairmanship NIL
of Committees in other entities
14 Listed entities from which the Director NIL
has resigned in the past three years
Annexure -2
Sr. No. Particulars Ms. Jyotisana S. Kondhalkar

1 DIN 10729811
2 Age 43 years
3 Qualifications LLB
4 Terms and Conditions of Appointment As Additional Director w.e.f. August 14, 2024 to hold office upto the date of
ensuing AGM; and
As an Independent Director, not liable to retire by rotation for term of 5 years
commencing from August 14, 2024 to August 13, 2029.
5 Brief Resume / Experience / Nature of Ms. Jyotisana S. Kodhalkar is a member of Bar Council of Maharashtra and Goa,
expertise in specific functional area since 2005. In the Legal field, she has experience of around 19 years including in
the office of M/s. Vigil Juris, Mumbai for 11 years. In her professional capacity, she
appears before various Courts / Forums for representing matters involving Civil,
Criminal, Labour, Contracts, Debt recovery, Arbitration and Other legal disputes.
6 Remuneration last drawn (including Not Applicable
Sitting Fees, if any)
7 Details of remuneration to be paid, if any Ms. Jyotisana S. Kondhalkar shall be paid remuneration by way of;
i) Sitting Fees as decided by the Board for attending meetings.
ii) Commission that may be determined by the Board / General Meetings
for each financial year based on the performance of the Company and
her performance, subject to availability of profits.
iii) Reimbursement of expenses in discharge of her function as Director.
106 GTL Limited

NOTICE OF AGM
Sr. No. Particulars Ms. Jyotisana S. Kondhalkar

8 Details of first appointment to the Board Appointed as an Additional / Independent Director of the Company with effect
from August 14, 2024, subject to approval of the Members.
9 Shareholding in the Company NIL
10 Relationship with other Directors / Ms. Jyotisana S. Kondhalkar does not have any relationship with the Directors
Manager/ KMPs or Manager or any other Key managerial personnel of the Company.
11 No. of Meetings of the Board attended Not Applicable
during the year
12 In case of Independent Directors, In the opinion of the Board, Ms. Jyotisana S. Kondhalkar fulfils the conditions
justification for choosing the appointee specified in the Act, the Rules thereunder and the Listing Regulations
for appointment as Independent Director and she is independent of the
management of the Company and possesses appropriate skills, knowledge,
expertise and competencies for contributing to the effective functioning of the
Board. Her appointment would also provide a balanced mix of Independent
and Non-Independent Directors including Women Director in the Board and
the Committees.
13 Directorship / Membership / NIL
Chairmanship of Committees in other
entities
14 Listed entities from which the Director NIL
has resigned in the past three years
By Order of the Board of Directors
Place : Navi Mumbai Deepak Keluskar
Date : August 14, 2024 Company Secretary
Registered Office:
GTL Limited, ‘Global Vision’,
Electronic Sadan No. II, M.I.D.C,
T.T.C. Industrial Area, Mahape,
Navi Mumbai 400710
Tel: +91-22-27612929
Fax: +91-22-2768 9990
E-mail: gtlshares@gtllimited.com
Website: www.gtllimited.com
CIN: L40300MH1987PLC045657

NOTES
GTL Limited
Registered Office :
“Global Vision”, Electronic Sadan-||, MIDC, TTC Industrial Area, Mahape,
Navi Mumbai - 400 710, Maharashtra, India.
Tel: +91 22 2761 2929 | Fax: +91 22 2768 9990
Corporate Office :
412, Janmabhoomi Chamber, 29 Walchand Hirachand Marg, Ballard Estate,
Mumbai - 400 001, Maharashtra, India.
CIN No. : L40300MH1987PLC045657
www.gtllimited.com

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REF: GTL/CS-SE/2024-25/22 August 21, 2024

Department of Corporate Services Corporate Communication Department

We request you to take the above on your records.

Deepak A. Keluskar Sunil Valavalkar

COMPANY SECRETARY & COMPLIANCE OFFICER

CHIEF FINANCIAL OFFICER

REGISTERED OFFICE REGISTRAR & SHARE TRANSFER AGENT

36th Annual Report 2023-24

Particulars FY 2023-24 FY 2022-23

Total Income 213.19 192.01

Net Sales and Services 201.92 186.41

Depreciation 5.23 4.30

Profit / (Loss) before Exceptional Items and Tax 37.61 (43.22)

Exceptional Items 173.19 100.43

Profit / (Loss) After Tax 210.80 57.21

Other Comprehensive Income for the year (0.17) (0.12)

Profit / (Loss) after Other Comprehensive Income 210.63 57.09

Equity Capital 157.30 157.30

Other Equity (6,178.65) (6,389.28)

Net Worth (6,021.35) (6,231.98)

Net Fixed Assets 29.97 51.01

Total Assets 205.45 257.86

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36th Annual Report 2023-24 1

MANAGEMENT DISCUSSION & ANALYSIS

CORPORATE GOVERNANCE REPORT 33

MANAGEMENT DISCUSSION & ANALYSIS

36th Annual Report 2023-24 3

Industry Developments determining that the older 2G and 3G technologies, as well

- Steady state float current independent of temperature – 

36th Annual Report 2023-24 5

• Autonomous and Remote Towers: OUTLOOK

DISCUSSION ON FINANCIAL PERFORMANCE WITH Other Equity

36th Annual Report 2023-24 7

FY FY improvement of the operations of the Company depends not

36th Annual Report 2023-24 9

36th Annual Report 2023-24 11

Corporate Social Responsibility

Spreading the Joy of Computer Literacy.

36th Annual Report 2023-24 13

1. STATE OF THE COMPANY’S AFFAIRS

36th Annual Report 2023-24 15

Particulars Amounts payable Balance funded

36th Annual Report 2023-24 17

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

9. CHANGES IN THE BOARD AND KEY MANAGERIAL PERSONNEL

Mr. D. S. Gunasingh N.A. N.A.

11. DIRECTORS’ RESPONSIBILITY STATEMENT

12. DECLARATION BY INDEPENDENT DIRECTORS

36th Annual Report 2023-24 19

13. POLICY ON DIRECTORS’ APPOINTMENT & REMUNERATION ETC.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

22. PARTICULARS OF RELATED PARTY TRANSACTIONS

23. MATERIAL CHANGES AND COMMITMENTS

36th Annual Report 2023-24 21

c. Foreign exchange earnings and Outgo:

26. INTERNAL FINANCIAL CONTROL SYSTEM

27. HUMAN RESOURCES

28. ANNUAL RETURN AS ON MARCH 31, 2024

- Steady state float current independent of temperature –

12. NON-COMPLIANCE OF ANY REQUIREMENT OF CORPORATE GOVERNANCE REPORT OF SUB-PARAS (2) TO