Your Directors are pleased to present their Twentieth Annual Report together with the Audited Financial Statements for the year ended March 31,2023.

1. STATE OF COMPANY’S AFFAIRS Financial Highlights:

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

Results of Operations

Key Highlights of the Company for the financial year ended March 31,2023 are as under:

• Total Revenue from Operations for current financial year stands at ' 145,786 Lakhs as against ' 146,273 Lakhs for the previous financial year.

• Normalized EBITDA for current financial year stands at ' 21,316 Lakhs as against ' 23,349 Lakhs for the previous financial year.

Telecom Sector Developments and its impact

The Company has from time to time informed about various developments in Indian Telecom Sector, which were beyond the control of the Company and the management. The first set of issues included the landmark judgement of the Hon'ble Supreme Court cancelling 122 2G telecom licenses in February 2012 (including licenses of Uninor, Videocon, Etisalat, Idea and Tata), the Vodafone Tax issues, the 3G auctions and the unsustainable debt accumulated by the telecom companies. All these factors led to mass exits of operators and significant scale down by the remaining. As a result, majority of the Company's telecom sites turned into single tenant sites.

Thereafter, the year 2017-18 has seen unprecedented shutting down of some of the major telecom operators such as Aircel Group (then largest customer of the Company), Tata Teleservices, Reliance Communication, Sistema Shyam (merged with Reliance Communication) and Telenor (merged with Airtel). The table below, clearly highlights the impact of tenancy loss the Company has faced over the last decade, despite having long term binding contracts with telecom operators:

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

The Company had also attempted to salvage unoccupied tower sites and accordingly resolution plans submitted by the Company included payment of rent to landowners, settlement to vendors and employees. However, none of the resolution proposals were considered by the lenders. The lenders rather chose to appropriate ' 1,06,600 Lakhs till date without even addressing issues of unpaid liabilities towards unoccupied towers. Additionaly, ITSL (at the behest of lenders) realized ' 3,401 Lakhs by way of sale of pledged equity shares.

Due to non-receipt of the rental amounts from the discontinuing operators as per contractual arrangement, pending approval of payment requests of the Company with the Monitoring Institution and non-resolution of issue of unpaid liabilities towards unoccupied towers, the rentals to landlords for those unoccupied sites remained unpaid. Many of the landowners blocked access to our Company's employees to the sites and initiated legal actions against the Company and its directors / officials. Such disgruntled landlords / unknown miscreants resorted to unauthorized dismantling of sites.

The Company, on its part, are taking various mitigation measures to protect its assets such as carrying out additional survey of its sites, discussion with landowners for convincing them for not resorting to such actions; negotiating with customers / telecom operators for getting new tenants on such unoccupied towers, deployment of Tower Vigilance Team, submission of proposal to lenders for unfeasible sites etc.

Despite continuous efforts of the Company, its Board of Directors and the management to protect its assets, 2,932 sites got dismantled during the financial year ended March 31,2023 out of unoccupied sites. The Company continues to pursue its insurance claims and appropriate actions against the landlords / unknown miscreants including filing FIR, wherever applicable.

Assignment of Debt to ARC

Post various adverse developments in telecom sector as detailed above, the Company had proactively presented a resolution plan on April 27, 2018 (with an intent to maximize recovery of dues and to protect the equity exposure of the lenders) to the lenders who constituted a significant majority of the outstanding debt of the Company.

However, the lenders on their own discretion elected to pursue sale of their debt to an Asset Reconstruction Company (ARC) and accordingly, in an independently run process by the lenders, 79.34% of the Indian Rupee Lenders assigned their respective rights, title and interest in the financial assistance granted to the Company in favour of EARC.

In the meantime, one of the secured lenders filed petition before the National Company Law Tribunal, Mumbai Bench (“NCLT”) under Insolvency & Bankruptcy Code, 2016 for initiation of Corporate Insolvency Resolution Process (“CIRP”).

Further, the Central Bureau of Investigation has filed a FIR dated August 16, 2023 against the Company, unknown public servants and unknown persons as stated therein. The Company believes that (i) the decision to assign the lenders' debt to ARC, was entirely that of the lenders and the Company was no way involved in the decision-making process. This was based on lenders' own commercial wisdom and on an independent process followed by the lenders; (ii) the Company has complied with all relevant sanctions, approvals and regulations.

The Company continues to operate in normal course of business and does not see any material impact on the operations of the Company.

Dismissal of Petition for initiation of CIRP

The Hon'ble NCLT vide its order dated November 18, 2022 has dismissed petition filed by one of the secured lenders for initiation of CIRP under Section 7 of the Insolvency & Bankruptcy Code, 2016 (“IBC”). The said lender has filed an appeal against this order before the Hon'ble National Company Law Appellate Tribunal (“NCLAT”). EARC who is the lead lender of the Company has filed its Intervention Application in abovementioned Appeal. The Company has filed its reply to the appeal as well as EARC intervention application and now matter is posted for hearing.

Going Concern

Events, as stated in Financial Statements for the year ended March 31, 2023, cast significant doubt on the Company's ability to continue as a going concern. However, with the telecom sector moving towards stabilization, management believes that below events in telecom sector are positive developments which will lead to increased demand for its towers and thereby increase in the revenue and EBITDA levels.

1. Revival package approved by the Government of India for telecom sector;

2. Hike in mobile call and data tariffs by telecom operators;

3. Mapping of sites for 5G rollout by the operators.

In addition to the above, various resource optimization initiatives undertaken by the Company, can lead to stabilization and revival. The Company is also regular in payment of statutory dues, taxes, employee dues etc. Further, the Company also continues to pursue contractual claims of approx. ' 15,34,023 Lakhs (as on June 30, 2023) from various operators in respect of premature exits by them in the lock in period. One of such claims of the Company against Tata Teleservices was settled during the year resulting in receipt of arbitration award in favour of the Company and consequent recovery of ' 2,900 Lakhs.

It was also observed in the order dated November 18, 2022 passed by the Hon'ble NCLT that the business of the Company is sustainable, it is a viable going concern under its current management and the overall financial health of the Company is not bad enough to be admitted under CIRP

Considering the above facts, decision of NCLT in favor of the Company and as the Company does not have any intention to stop its operations or liquidate its assets, the Company continues to prepare the books of account on Going Concern basis.

2. RECENT DEVELOPMENTS AT MACRO AND MICRO ECONOMIC LEVEL

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

3. MANAGEMENT DISCUSSION AND ANALYSIS

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

4. DEBT RESTRUCTURING

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

5. TRANSFER TO RESERVES

The Company has not transferred any amount to the General Reserve for the financial year ended March 31,2023.

6. DIVIDEND

Since your Company has posted losses for the current financial year, your Directors express their inability to recommend any dividend on the paid up Equity Share Capital of the Company for the financial year ended March 31,2023.

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

7. SHARE CAPITAL

a. The movement of Equity shares due to allotment of shares is as under:

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

Further to information furnished in the previous year Directors' Report 9,45,82,939 equity shares allotted to Trust are yet to be listed due to pending receipt of requisite details from Bondholders.

b. Foreign Currency Convertible Bonds (FCCBs)

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

* Series B1 and B3 bonds have become compulsorily convertible upon maturity date i.e. October 27, 2022. The Company has requested bondholders to share their respective details for converting bonds and crediting equity shares to their respective accounts. However, the Company is still awaiting the relevant details of bondholders w.r.t. 27,728.50 Series B1 Bonds and 10,330 Series B3 Bonds.

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

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

8. FIXED DEPOSITS

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

9. MATERIAL CHANGES AND COMMITMENTS

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

10. PROMOTER GROUP

The Company was promoted by GTL Limited (“GTL”). Subsequent to lenders action to convert debt in to equity and action by lenders of GTL under Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002, total equity holding of Promoter groups reduced to 3.28%.

11. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, in respect of financial year ended March 31,2023 confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards had been followed and there were no material departures;

ii. they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

iii. they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they had prepared the annual accounts on a going concern basis;

v. they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi. they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

12. DIRECTORS & KEY MANAGERIAL PERSONNEL

Mr. Charudutta Naik (DIN: 00225472), Director of the Company, retires by rotation at the ensuing Annual General Meeting (“AGM”) and being eligible, offers himself for re-appointment.

During the year, Mr. Milind Naik (DIN: 00276884), who was associated with the Company as Whole-time Director of the Company, has tendered his resignation with effect from September 22, 2022. The Board places on record its deep appreciation and respect for the valuable advice and guidance received from Mr. Milind Naik during his tenure as a Whole-time Director of the Company.

The Board appointed Mr. Vikas Arora (DIN:09785527) as Whole-time Director of the Company with effect from November 10, 2022, which was approved by the Shareholders of the Company on February 5, 2023.

The Board appointed Mrs. Sunali Chaudhry (DIN: 7139326) as an Additional Director of the Company with effect from September 5, 2023, subject to approval of the Shareholders at the ensuing AGM.

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

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

13. 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, along with the Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company.

14. NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met Eight (8) times during the financial year, the details of which are given in Corporate Governance Report that forms part of this Report.

15. BOARD EVALUATION

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

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

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

16. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

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

17. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is given below:

i. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year and the percentage increase in remuneration of each director, chief financial officer, company secretary or manager, if any, in the financial year:

$ appointed as Whole-time Director w.e.f. November 10, 2022.

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

# Considered only CTC while calculation.

ii. The percentage increase / (decrease) in the median remuneration of employees in the financial year: 22%

iii. The number of permanent employees on the rolls of the Company: 727

iv. Average percentage increase already made in the salaries of employees other than the managerial personnel in last financial year and its comparison with the percentage increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average annual increase in salaries of employees is 7.7.%. Mr. Vikas Arora, Whole-time Director was appointed w.e.f. November 10, 2022, hence comparison cannot be provided.

v. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms that the remuneration is as per the remuneration policy of the Company.

18. INTERNAL FINANCIAL CONTROL SYSTEMS

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

19. AUDIT COMMITTEE

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

20. AUDITORS AND AUDITORS’ REPORT

M/s. Pathak H.D. & Associates LLP (FRN: 107783W / W100593), Chartered Accountants, Mumbai hold office till conclusion of twentieth (20^th) AGM of the Company. The Board has recommended the appointment of M/s. CVK & Associates (FRN: 101745W), Chartered Accountants as the Statutory Auditor of the Company in their place, for a term of five consecutive years, from the conclusion of twentieth (20^th) AGM of the Company scheduled to be held in the year 2023 till the conclusion of twenty fifth (25^th) AGM of the Company to be held in the year 2028, for approval of shareholders of the Company, based on the recommendation of the Audit Committee.

For the FY 2022-23, the Statutory Auditors of the Company have issued modified opinion w.r.t. the Company's inability to quantify the amount of property tax on its telecom towers to be ultimately borne by it due to petition pending before the appropriate Courts, non-receipt of property tax demands in respect of majority of telecom towers and Company's contractual rights to recover such property tax from its customers. In this regard, the Company has given appropriate explanation in its Note No. 40 of Notes to the Financial Statements. Further, as regards the Auditors opinion regarding material uncertainty related to Going Concern, the Company has furnished required details / explanations in Note nos. 59 Notes to the Financial Statements.

21. COST AUDIT

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

22. SECRETARIAL AUDITORS’ REPORT

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

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

23. COMPLIANCE WITH SECRETARIAL STANDARD

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

24. RISKS

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

25. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

26. PARTICULARS OF RELATED PARTY TRANSACTION

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

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

27. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

28. CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and other details are furnished in Annexure C of this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

For CSR initiatives undertaken by Global Foundation, please refer to MD&A Report under the caption “Corporate Social Responsibility”. The CSR Policy is available on the Company's website www.gtlinfra.com.

29. ANNUAL RETURN AS ON MARCH 31,2023

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 31,2023 is available on the Company's website at https://www.gtlinfra.com/wp-content/uploads/pdf/GTLINFRA MGT7 2023.pdf

30. CORPORATE GOVERNANCE AND VIGIL MECHANISM

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

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

31. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Regulation 34(2) of the Listing Regulations, as amended, inter-alia, provides that the Annual Report of the top 1000 listed entities based on market capitalization (calculated as on 31st March of every Financial Year), shall include a Business Responsibility and Sustainability Report (BRSR). Accordingly, the Company has presented its BRSR for the Financial Year 2022-23, which is part of this Annual Report as Annexure D.

32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

a. Conservation of Energy:

During the year, the Company continued its efforts towards conservation of energy by way of reduction of diesel consumption at telecom tower sites through several initiatives of energy efficiency and fuel savings as under:

i) the steps taken or impact on conservation of energy:

a. Regular and timely induction / replacement of Passive Infrastructure related Capex like Battery Banks, Power Systems, Automation systems at tower site for optimal energy consumption leading to reduction in wastage and increasing performance.

b. Periodical Corrective and Prevesentive Maintenance of assets to ensure right levels of load to power ratio, thereby controlling excessive overrun of Energy utilized.

c. Operating high EB availability sites with optimal fuel stock, thus reducing wastage as well as making sites Fuel Free. A total of 2,547 sites are operating as Green sites.

d. Increased drive to get sites connected / reconnected with EB (as applicable), thus reducing diesel consumption for a clean Energy operation

e. Sustained efforts to reduce potential pilferage of fuel and electricity at site through a strong governance mechanism in the field.

f. Constant monitoring of excessive energy use sites to identify root causes and rectify the same, thereby controlling the excess consumption and conserving Energy.

ii) the steps taken by the Company for utilizing alternate source of energy:

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

iii) the capital investment on energy conservation equipment:

Not Applicable

c. Foreign Exchange Earnings and Outgo:

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

33. HUMAN RESOURCE

The associate base of the Company as on March 31,2023 stood at 792. For full details / disclosures refer to the Human Resources section in the MD&A Report, which forms part of the Annual Report.

34. PARTICULARS OF EMPLOYEES

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

35. ACKNOWLEDGEMENT

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

On behalf of the Board of Directors,

Mumbai Manoj G. Tirodkar

September 5, 2023 Chairman