3 (a) (i) Buildings include properties having carrying value of ' 504 Lakhs (Previous year ' 514 Lakhs) for which deeds of conveyance have yet to be executed in favour of the Company and ' 0.07 Lakhs (Previous year ' 0.07 Lakhs) towards cost of 70 shares of ' 100 each in a Co-operative Housing Society

3 (a) (ii) Buildings includes Land related properties and Boundary Wall at Sites having carring value of ' 4,978 Lakhs (Previous year ' 5,154 Lakhs).

3 (a) (iii) Property, Plant and Equipment (PPE) includes assets mortgaged as security (Refer Note No. 18.2)

3 (a) (iv) The Company, in accordance with the Indian Accounting Standard (Ind AS 36) 'Impairment of Assets', performed an impairment test based on current expectations of the impact of recent developments in telecom Sector on projected cash flows in tower business. The Carrying value of these assets exceeds its value in use and accordingly an impairment loss of Building ' 1,303 Lakhs and Plant & Equipments ' 57,351 lakhs has been recognized for the year ended March 31, 2023 and the same has been disclosed as exceptional item (previous year Building ' 609 Lakhs and Plant & Equipments ' 65,737 lakhs).

16.2 Terms/rights attached to equity shares

The Company has only one class of equity shares having par value of ' 10 per share. Each holder of equity shares is entitled to one vote per share. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the Company, after distribution of all the preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

16.3 Shares reserved for issue under options :

The Foreign Currency Convertible Bonds (FCCB) holders have the option to convert FCCB into 628,825,245 Equity Shares (Previous year 676,601,151). (Refer Note No. 22.1)

4

16.6 Out of total paid up capital, 94,843,348 equity shares allotted pursuant to compulsory conversion of Series A Bonds on maturity are not yet listed, since information regarding the Series A Bondholders are not available with the Company. In the absence of requisite information, the Company has allotted the said equity shares to a Trust, created for the benefit of Series A Bondholders.

Nature and purpose of Reserves

17.1 Equity Component of Compound Financial Instruments

Equity Component represents FCCB Series B1 & B3 Bonds compulsorily convertible into equity shares. (Refer Note No. 22.1)

17.2 Reconstruction Reserve

Created pursuant to scheme of arrangement approved by Hon'ble High Court in earlier years. It shall be utilised as per provisions of Companies Act 2013.

17.3 Capital Reserve

Created on Forfeiture of Preferential Convertible Warrants. It shall be utilised as per provisions of Companies Act 2013.

17.4 Securities premium

Created on conversion of Employee Stock Options Scheme , Preferential Warrants and Foreign currency convertible Bonds. It shall be utilised as per provisions of Companies Act 2013.

18.1 (a) I n 2018, post the unprecedented shutdown and exits of major customers like Aircel, RCom, Tata Tele etc., the Company

suffered a significant fall in revenue and EBITDA and there was an urgent need to right size the debt levels. At that time, the lenders of the Company chose to assign their respective debts in favour of Edelweiss Asset Reconstruction Company Limited (“EARC”). As of March 31,2023, 79.34% of Indian Rupee Debt of ' 322,625 Lakhs have been assigned in favour of Edelweiss Asset Reconstruction Company (“EARC”) acting in its capacity as Trustee of EARC Trust-SC 338 vide assignment agreement executed in favour of EARC. The Company believed that once the assignment was completed, the debt would be restructured to sustainable levels in a timely manner and accordingly, the Company presented multiple Resolution Plans starting from April 2018 for consideration of lenders' consortium updating such plans from time to time after taking into account various developments in telecom sector. However, for reasons best known to them, the said Resolution Plans submitted by the Company were never considered by the lenders and also few lenders elected not to assign their respective debts to EARC.

(b) The Hon'ble National Company Law Tribunal, Mumbai Bench (“NCLT”) vide its order dated November 18, 2022 (which was uploaded on its website on November 23, 2022) has dismissed petition filed by Canara Bank for initiation of Corporate Insolvency Resolution Process (“CIRP”) under Section 7 of the Insolvency & Bankruptcy Code, 2016 (“IBC”). The Hon'ble Tribunal held 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. Thus, in view of aforementioned, the petition is dismissed, against which Canara Bank has filed an appeal before National Company Law Appellate Tribunal, at Delhi (“NCLAT”). EARC who is the lead lender of the Company has also filed its intervention applicaiton in the said appeal, before NCLAT.

(c) IDBI Trusteeship Company Limited (ITSL) at the behest of lenders has, without the consent of and information to the Company, debited a total amount of ' 35,600 Lakhs, ' 28,000 Lakhs and ' 33,500 Lakhs from the TRA account during financial year 2020-21,2021-22 and 2022-23 respectively aggregating to ' 97,100 Lakhs as on March 31, 2023. In the absence of consent of and information to the Company about such debits, the Company has provided the interest on borrowings after adjusting this amount in principal.

(d) Meanwhile IDBI Trusteeship Company Limited (ITSL), Security Trustee, on the instruction of lenders of the Company has invoked pledge on 2,85,00,000 equity shares of GTL Limited, pledged by Global Holding Corporation Private Limited, promoter group company and transferred the said shares to their account. As on March 31,2023, recovery from sale of the 2,85,00,000 equity shares amounting to ' 3,401 Lakhs is reduced from the Lenders' outstanding amount and considered as other equity towards contribution of promoter group company considering invocation of their pledged shares by the lenders.

(e) The Company received notices of recall of loans from EARC and IDBI Bank claiming alleged default of ' 382,261 Lakhs and ' 20,102 Lakhs respectively in terms of Master Restructuring Agreement dated December 31,2011 during financial year 2020-21. The Company has strongly refuted the claims and responded to said notices appropriately. Thus, in absence of directions from lenders as stated above, the Company continues to mention terms of repayment (Refer note No 18.3) and amount of Overdue (Refer note no. 18.4) as on March 31,2023 in terms of and in accordance with the payment schedule, terms and conditions of Strategic Debt Restructuring Scheme as approved by then lenders.

(f) As per the arrangements with the Lenders, the Company is required to comply with certain covenants and noncompliance with these covenants may give rights to the lenders to demand Repayment of the loans. Considering alleged claims of lenders and to comply with the requirement of IND AS -1 “Presentation of Financial Statement”, the Company has classified Non-Current borrowings as Current Financial liability as an abundant precaution, which was classified for the first time in the Balance Sheet as at March 31,2019 .

18.2 (a) (i) Specific Charge - Banks, Financial Institutions and Asset Reconstruction Trust of the erstwhile standalone

Company and erstwhile CNIL continue to have specfic charge on the assets or properties of respective companies as existed on the effective date of merger i.e December 22, 2017.

(ii) Personal guarantee of Mr. Manoj Tirodkar (Promoter) and sponsor support from Global Holding Corporation Private Limited (GHC) to Banks and Life Insurance Corporation of India (LIC).

(b) Foreign Currency Term Loan from Financial Institutions is secured as follows:

Specific Charge - Secured Foreign Currency Lender of erstwhile standalone Company will continue to have specific charge on the assets or properties of erstwhile standalone Company as existed on the effective date of merger i.e December 22, 2017.

(c) All Secured Lenders have parri passu charge on all the present and future current assets including Cash flow and assets or properties acquired and erected after the effective date of merger i.e December 22, 2017

During the financial year 2020-21, the Company has received notices of recall of loans from Edelweiss Asset Reconstruction Company Limited (“EARC”) and IDBI Bank claiming alleged default of ' 382,261 Lakhs and ' 20,102 Lakhs respectively. However , in absence of directions from lenders as stated in Note No. 18.1, the Company continues to mention terms of repayment (Refer note No 18.3) and amount of Overdue (Refer note no. 18.4) as on March 31,2023 in terms of and in accordance with the payment schedule, terms and conditions of Strategic Debt Restructuring Scheme as approved by then lenders.

22.1 Foreign Currency Convertible Bonds (FCCBs) :

(i) During the financial year 2017-18, the Company had issued 80,745 Zero Coupon Foreign Currency Compulsorily Convertible Bonds due on 2022 of US$ 1000 each (“Series B1 Bonds), 86,417 Interest Bearing Convertible Bonds due on 2022 of US$ 1000 each (“Series B2 Bonds”) and 30,078 Zero Coupon Compulsorily Convertible due 2022 of US$ 1000 each (“Series B3 Bonds”) in exchange of the then Existing outstanding Interest Bearing Convertible Bonds due 2017 (“Series B Bonds”) of US$ 167,193,000 along with redemption premium and outstanding interest on Series B Bonds, pursuant to Offering Memorandum dated October 26, 2017. Since these bonds were issued against the cashless exchange offer, the Company did not receive any proceeds from the offering of the Series B1 Bonds, Series B2 Bonds and Series B3 Bonds.

(ii) Terms and Conditions of the Series B1 Bonds:

a. The Series B1 Bonds are compulsorily convertible into fully paid equity shares of ' 10 each on October 27, 2022 at a fixed rate of exchange of ' 65.1386 to US$.1.00 subject to certain adjustments as described in Terms and Conditions of Series B1 Bonds;

b. The Series B1 Bonds are also convertible at the option of the holders of the Series B1 Bonds, (i) at any time from the date of issue of the Series B1 Bonds up to March 20, 2018, into equity shares at a conversion price equal to ' 20 per share, provided however, that on occurrence of a proposed Change of Control on and from the date issue of the Series B1 Bonds till March 20, 2018, the conversion price will be reset to ' 10 per Share; or (ii) at any time after March 20, 2018, into Shares at a conversion price being the higher of (a) ' 10 per Share, or (b) Regulatory Floor Price in each case at a fixed rate of exchange on conversion of ' 65.1386 to U.S.$1.00 subject to certain adjustments as described in Terms and Conditions of Series B1 Bonds.

c. The Series B1 Bonds do not bear any interest.

(iii) Terms and Conditions of the Series B2 Bonds:

a. The Series B2 Bonds bear interest at a fixed rate of 6.7310% p.a. payable semi-annually in arrears on April 26 and October 26, beginning on the 12 months anniversary of the issuance of the Series B2 Bonds i.e. on October 26, 2018.

b. The Series B2 Bonds are redeemable at 100% of its principal amount on October 27, 2022 unless previously redeemed, converted or purchased and cancelled.

c. The Series B2 Bonds are convertible at the option of the holders of the Series B2 Bonds at any time from the date of the issue of the Series B2 Bonds up to the close of business on October 27, 2022 into Equity Shares at a conversion price equal to ' 10 per Share with a fixed rate of exchange on conversion of ' 65.1386 to U.S.$1.00 subject to certain adjustments as described in Terms and Conditions of Series B2 Bonds.

d. Following the occurrence of a Change of Control, the holder of each Series B2 Bond will have the right at such holder's option to require the Company to redeem in whole but not in part such holder's Series B2 Bonds at 100% of their principal amount (“Change of Control Put Price”), together with accrued and unpaid interest and default interest (if any) up to and including the date of payment of the Change of Control Put Price.

(iv) Terms and Conditions of the Series B3 Bonds:

a. The Series B3 Bonds are compulsorily convertible into fully paid equity shares of ' 10 each on October 27, 2022 at a fixed rate of exchange of ' 65.1386 to US$.1.00 subject to certain adjustments as described in Terms and Conditions of Series B3 Bonds;

b. The Series B3 Bonds are convertible at the option of the holders of the Series B3 Bonds at any time from the date of issue of the Series B3 Bonds up to the close of business on October 27, 2022 into Equity Shares at a conversion price equal to ' 10 per Share with a fixed rate of exchange on conversion of ' 65.1386 to U.S.$1.00, subject to certain adjustments as described in Terms and Conditions of Series B3 Bonds.

c. The Series B3 Bonds do not bear any interest.

(v) Series B1 & Series 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 account. However, the Company is still awaiting the relevant details of bondholders. Series B2 Bonds are redeemable and have matured on October 27, 2022. The lead secured lender has, however, 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. As per the Terms and Conditions of Series B2 Bonds, in case of default in redemption of Series B2 Bonds, conversion right of bondholders will revive and /or will continue to be exercisable up to the date of receipt of redemption amount by the Principal Agent / Trustee of the Series B2 Bonds.

(vi) As on March 31,2023, 27,728.50 Series B1 Bonds, 58,478 Series B2 Bonds and 10,330 Series B3 Bonds were outstanding.

Considering the current situation of telecom scenario mentioned in note no. 59 and dismantling of sites as mentioned in note no. 58, the Company carried out an impairment test of its property, plant and equipment in accordance with the Indian Accounting Standards (Ind AS) 36 - 'Impairment of Assets' and found that the Carrying cost of these assets exceeds its value in use; therefore, an impairment loss of ' 58,654 Lakhs has been recognized for the year ended March 31,2023 (previous year ' 66,346 Lakhs) and the same has been disclosed as exceptional items.

36. Pursuant to the Energy Management & Field Level Management Services Agreement and Suspension Agreement, GTL Limited (“GTL”) invoked arbitration against the Company claiming ' 69,000 Lakhs along with damages under its recovery. Arbitral Tribunal of 3 (Three) retired Supreme Court Judges has been formed and on examination of the underlying facts, the Hon'ble Tribunal passed its interim award dated December 17, 2019 directing the Company to pay an amount of ' 44,000 Lakhs. The Company preferred an appeal before the Hon'ble Delhi High Court. While confirming the interim award passed by the Arbitral Tribunal, the appeal was dismissed by the High Court. In view of the Arbitration award and dismissal of appeal by Delhi High Court, the Company had provided ' 44,000 Lakhs as claims against arbitration and disclosed the same as exceptional items in the financial statements in FY 2019-20.

In the month of June, 2020 EARC challenged the Interim Award dated December 17, 2019 by way of an appeal before the Hon'ble Delhi High Court (“eArC Appeal”). On November 18, 2020 the said EARC Appeal was disposed off by the Hon'ble Delhi High Court thereby allowing the appeal of the EARC and modified the Interim Award dated December 17, 2019 to the extent that all payments directed thereunder, would be deposited, not with the Company or in an Escrow Account to be maintained by the Company, but in the TRA, created and maintained in accordance with the TRA Agreement. The said deposit amount shall remain subject to further orders to be passed by the learned Arbitral Tribunal. After the said Judgment and Order dated November 18, 2020, EARC had filed a Clarification application and Review Petition in regards with the said Judgment and Order dated November 18, 2020. The Clarification Application and the Review Petition were dismissed by the Hon'ble Delhi High Court on February 3, 2021 and February 4, 2022 respectively. EARC thereafter has filed a Special Leave Petition (SLP) before the Hon'ble Supreme Court of India, against the Delhi High orders dated November 18, 2020 and February 4, 2022. EARC through Impleadment application has requested to the Hon'ble Supreme Court to implead the non-assigning lenders of the Company to the said SLP. Company has filed its reply and now the matter is posted for hearing on May 17, 2023. The balance claim of GTL is still under consideration by the Arbitral Tribunal, final hearing by GIL and GTL are completed and matter reserved for final order.

* During the year, the Company was in receipt of the Income Tax Order Under Section 271(1)(c) of the Income Tax Act,1961 passed by the National Faceless Assessment Centre (NFAC) in case of erstwhile Chennai Network Infrastructure Limited (CNIL) for Assessment Year (AY) 2016-17 imposing a penalty of ' 12,904 Lakhs for furnishing inaccurate particulars.

There were various disallowances of expenses made in the regular assessment for the AY 2016-17 for which the erstwhile CNIL/ the Company has filed appeals before the Commissioner of Income Tax (Appeals). The appeals filed before the Commissioner of Income Tax (Appeals) in respect of the Assessment framed for the AY 2016-17, for which penalty is being imposed, has already been settled under the “The Vivad Se Vishwas Scheme 2020” and as a matter of settlement the Income Tax Department has issued Form 5, in respect of the those appeals. Therefore, the penalty under said Section 271(1)(c) is not leviable as per the Vivad Se Vishwas Scheme, 2020.

Considering the above fact the Company has filed a writ petition before the Honourable Bombay High Court.

ii) Certain Legal issues are outstanding against the Company mainly in relation to the alleged non-compliance of policies of municipal corporations, cases pending for permanent injunctions, objections by the local residents, disputes with site owners, in respect of which the amounts cannot be quantified at this stage and therefore the Contingent Liability in respect of this could not be determined.

The Company does not expect any material financial effect of the above matters under litigation.

39. During earlier years, as legally advised, the Company's CENVAT credit aggregating to ' 7,993 Lakhs was utilized for discharging service tax liability of CNIL, an erstwhile Associate, which subsequently got merged with the Company. CNIL also paid the same amount to the Service Tax Authority under Voluntary Compliance Encouragement Scheme (VCES) in November, 2013. Subsequently, the Company filed a writ petition in High Court of Judicature at Mumbai for seeking restoration of this cenvat credit and based on the Mumbai High Court direction, CESTAT passed the order in March 2015 for allowing the Company to restore the said amount as Cenvat credit. The Service tax authorities have filed an appeal with the High court challenging the CESTAT order passed in March 2015. The Company has been advised that there will not be any outflows in this regard.

40. The Hon'ble Supreme Court vide its order dated December 16, 2016 upheld that “Mobile Telecommunication Tower” is exigible to Property Tax and the State can levy property tax to Mobile Towers. While deciding the Special Leave Petition (SLP) for Mumbai matters, the Hon'ble Supreme Court had given liberty to agitate the issue with regard to the retrospective operation of assessment/demand of tax and the quantum thereof before the appropriate forum. Post the Judgment of Hon'ble Supreme Court in January 2017; the Company had challenged the quantum of property tax and other issues before the Bombay High Court. By an order dated April 18, 2017, Bombay High Court dismissed the appeal. Against the said order, the Company preferred a SLP with regards to the manner, quantum, component of property tax and other issues. The same was heard on January 25, 2018 and the Hon'ble Supreme Court was pleased to issue a notice to Municipal Corporation & also directed Municipal Corporations to maintain status quo. The said SLP was finally disposed of by an order dated January 02, 2019 and Hon'ble Supreme Court has set aside the Bombay High Court order dated April 18, 2017 and has directed the Bombay High Court to decide the Writ Petition on merits. The Company has filed an amendment application before the Bombay High Court in view of the Supreme Court order and developments happened during the pendency of the SLP before Supreme Court.

Another IP Company by name ATC Telecom Pvt. Ltd (“ATC Company'') have preferred an appeal before Hon'ble Supreme Court against the Order of the Gujarat High Court on the rates and taxes to be fixed for mobile towers in lieu of the Amendment made in the Gujarat Provincial Municipal Corporation Act, 1949 in the year 2011. The Hon'ble Supreme Court after hearing the ATC Company in September, 2018 has granted leave and the matter is pending for final hearing. Further, The Company has also filed a SLP on July 10, 2019, bearing SLP No. 16649 of 2019 before Hon'ble Supreme Court against Nagpur Municipal Corporation challenging the calculation and quantum of the Property Tax. The Hon'ble Supreme Court has given a stay on the High Court Order subject to payment of 50% of the demanded amount and tagged the said matter with ATC SLP. Also with respect to the few sites where demand notices for property tax have been received, the Company has contested the demands by filing writ petitions in appropriate Courts for the assessment of property tax demand / retrospective levy of property tax, procedure and quantum that have been demanded. Various Hon'ble High Courts passed an order not to take any coercive action till the admission of matter.

The matter being still sub-judice, non-receipt of demand notes for majority of the towers of the Company and the Company's right to recover property tax from certain customers, the Company is unable to quantify actual property tax amount payable excluding the components which are under challenge. The provision will be considered as and when the matter is resolved. In respect of the above, the auditors have issued modified report for the year ended on March 31,2023.

43. Details of loans given, investment made and guarantees given, covered U/s 186(4) of the Companies Act, 2013

The Company has not given any Loan or Guarantee to any party for their borrowings. Details of Investments are given in note no. 4 and 9 to the Financial Statements.

44. DEFERRED TAX

44.1 Reconciliation of tax expenses and the accounting profit multiplied by domestic tax rate

The Company has incurred losses during the financial year 2022-23 and previous financial year 2021-22. The Company has no tax expenses in these years as per provisions of Income Tax Act, 1961 and no deferred tax assets recognised. Since the Company has been following the new tax regime, effective tax rate applicable for financial year 2022-23 is 25% in case of income other than Capital Gains and 20 % in case of Long Term Capital Gain.

45. DISCLOSURE ON REVENUE RECOGNITION

(a) Disaggregated Revenue information & Performance Obligation

The Company provides passive infrastructure on shared basis to telecom operators (Telcos) for hosting their active network components. The business model of passive infrastructure sharing is based on building, owning, operating and maintaining passive telecom infrastructure sites capable of hosting active network components of various technologies of multiple Telcos. The Company's operation is solely in geographic boundaries of India. The main source of revenue includes Infrastructure Provisioning fee (IPF) & Reimbursements of Energy & Other Cost. It's an ongoing service performance obligation based on long term contracts with the customers with pre defined lock in periods, contracts are optimally designed based on fixed or actual contract basis matrix. Since the performance obligation is an ongoing process the same is billed on monthly basis / satisfaction of conditions in contract, which falls due for payments within upto 30 days of billing or advance as per terms of contract. (Refer note no. 27 for Segregation of Revenue).

(b) Trade Receivables and Contract balances

The timing of revenue recognition, billings and collections results in receivables, unbilled revenue and unearned revenue on the Company's Balance Sheet. Amounts are billed in accordance with agreed-upon contractual terms on monthly basis. The Company's receivables are rights to consideration that are unconditional. Unbilled revenues comprising revenues in excess of billings from the contracts, which are classified as financial assets when the right to consideration is unconditional and is due only within a month. Invoicing to the customers is based on the contracts and therefore, the timing of revenue recognition is different from the timing of invoicing to the customers. Invoicing in excess of earnings is classified as unearned revenue. Trade receivables and unbilled revenues are presented net of provision in the Balance Sheet.

Fair Valuation techniques used to determine fair value

The Company maintains procedures to value financial assets or financial liabilities using the best and most relevant

data available. The fair values of the financial assets and liabilities are included at the amount that would be

received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the

measurement date.

The following methods and assumptions were used to estimate the fair values:

i. Fair Value of mutual fund are reported as per Net Asset Value

ii. The fair values of non-current loans/Borrowings and security deposits are calculated based on Discounted Cash Flows technique (DCF) using a current lending rate relevant to the instrument

iii. Fair value of trade receivable, cash & cash equivalents, other bank balances, trade payables, loans and other financial assets and liabilities are approximate to their carrying amounts largely due to the short-term maturities of these instruments.

iv. Fair Value of financial instruments measured at amortised cost such as Deposits, Borrowings, Lease Liabilities etc are approximate to their Carrying values.

v. The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

51. FAIR VALUE HIERARCHY

The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation techniques: -

Level 1:- Quoted prices / published NAV (unadjusted) in active markets for identical assets or liabilities. It includes fair value of financial instruments traded in active markets and are based on quoted market prices at the balance sheet date and financial instruments like mutual funds for which net assets value (NAV) is published by mutual fund operators at the balance sheet date.

Level 2:- Inputs, other than quoted prices included within level 1, that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices). It includes fair value of the financial instruments, that are not traded in an active market, which is determined by using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on the Group specific estimates. If all significant inputs required to fair value an instrument are observable then instrument is included in level 2.

Level 3:- Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs). If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

52. FINANCIAL RISK MANAGEMENT OBJECTIVE AND POLICIES:

The Company's principal financial liabilities comprise loans and borrowings including Interest thereon, Lease Liabilities, Trade payables, Capex Creditors, deposits from Customers and others Financial Liabilities. The main purpose of these financial liabilities is to finance the Company's operations, including Tower/Network upgradation projects under implementation. The Company's principal financial assets include Investments, Deposits, loans and advances, receivables and cash and bank balances that are derived directly from its operations.

The Company is exposed to market risk, credit risk and liquidity risk. The Risk Management Committee in consultation with Audit Committee of the Board of Directors of the Company oversees the management of these risks. The focus of Risk Management is to assess risks, monitor, evaluate and deploy mitigation measures to manage these risks within risk appetite.

The Board of Directors reviews and agrees policies for managing each of these risks, which are summarized below:

1) Market Risk

Market risk is the risk that the fair value of future cash flows of financial instruments 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 Instrument affected by market risk includes loans and borrowings, deposits and mutual funds.

As the revenues from Company's tower business are dependent on the sustainability of Telecom sector, Company believes that macro-economic factors, including the growth of Indian economy, interest rates as well as political & economic environment, have a significant direct impact on Company's business, results of operations & financial positions.

I ndia's top telecoms companies, including Reliance Jio, Vodafone Idea and Bharti Airtel, have appealed to the government for reduced levies, saying the sector requires more financial relaxation and support for viability and sustenance. Through the Cellular Operators Association of India, the industry is seeking a reduction in license fees, from 3% to 1% and a deferral of the universal service obligation levy of 5%.

(i) Above exposure does not include exposure towards Foreign Currency Compulsory Convertible bonds (FCCB) B1 & B3.

(ii) Amounts in INR are reported at the closing exchange rates.

(iii) Amounts reported above are at actuals while same are measured at amortised cost in the Financial Statements.

c) Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Company's fixed rate long term borrowings, which constitute more than 95% of the total borrowings, carry step up interest rate with a predetermined yield rate which is fixed throughout the tenor of the borrowings, whereas floating rate long Term Borrowing is exposed to market rate fluctuations. As such, considering the ratio of fixed rate and floating rate borrowings, risk exposure is at minimum level.

d) 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 Company's borrowings related to its foreign currency convertible bonds & foreign currency loan.

Foreign currency risk is managed by effective foreign risk management policy based on risk perception of the management

e) Commodity Price Risk

The Company invests on upgradation of its tower assets which includes purchases of A class items like Battery banks, Diesel Generators, SMPS and other electrical items. The prices of these items fluctuate based on the prices of its raw material. Metal prices depends on the LME rate (London metal exchange), any variation in the LME prices, battery prices gets fluctuate.

Further, Company consumes diesel and electricity for running its tower sites. These rates for diesel and electricity fluctuate based on central & state policies. Company has entered into contracts with the Customers for recovery of diesel and electricity expenses. These contracts are linked with actual diesel and electricity rates thus resulting in natural hedging.

Commodity price risk is managed by effective risk management policy with help of Company's Supply Chain Management Team and Central Purchasing Committee based on risk perception.

2) Credit Risk

Credit risk refers to the risk of default of obligations by the counterparty resulting in a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and investments in mutual funds.

Trade Receivables

The Company periodically assesses the financial reliability of its customers, taking into account the current economic trend, business challenges, historic trend of payments, bad debts & ageing of accounts receivables. The Company provides Passive Telecom Infrastructure to Telecom Operators in India. During previous few years, all telecom companies faced increased pressure on earnings and financing fronts, which in turn adversely impacted financing and fund raising plans of tower companies.

The Company lost substantial number of tenancies in last few years, due to various events which were beyond management control, such as shutdown/exit of major telecom operators including Aircel Group, Reliance Communications and Tata Tele, Shyam Sistema Business combination of Vodafone & Idea (VIL), Telenor & Airtel, etc. The Company believes that it has binding long term contractual lock in arrangements with Aircel/other customers and accordingly, continues to pursue its claim of approx. ' 15,34,023 Lakhs arising out these developments. One of the customers, is not paying its monthly invoices raised by the Company on time and delaying the same by one/two months. Even after continuous followup, apart from making delayed payment, it is unilaterally making deductions. Additionally, another customer is facing financial crunch, which has resulted in long pending overdue and uncertainty in collection. The Company has already initiated the arbitration and legal recourse for recovery proceedings against the defaulting customers.

The Company, as a part of its risk management plan, has proactively taken various measures including legal measures to recover its dues from defaulting operators. In case of BSNL, to mitigate the funding risk, the Company has terminated certain non-paying sites by following due contractual process. On the other hand, the Company is taking measures to ensure smooth operations and contracted network time for remaining customers which would enable the Company to keep the credit risk at moderate level. The Company has also obtained rolling advances & security deposits from its customers which in turn mitigate the credit risk to that extent.

The Company uses a provision matrix to compute the expected credit loss allowance for trade receivables. The provision matrix takes into account available external and internal credit risk factors and the Company's historical experience with customers.

Financial instruments and Bank deposits

The Company's Credit risk from balances with banks and financial institutions is managed by the Company's treasury department in accordance with the Company's policy subject to lenders' consent.

3) 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 including deposits and advances received from customers as a part of its contractual terms. Considering the various developments during the last decade in telecom sector affecting the Company, various steps have been initiated by the Company to ensure that liquidity risk remains at low level.

The Company lost substantial number of tenancies in last few years, due to various events which were beyond management control, such as shutdown / exit of major telecom customers including Aircel Group, Reliance Communications and Tata Tele, Business combination of Vodafone & Idea (VIL), Telenor & Airtel, etc. The Company believes that it has binding long term contractual lock in arrangements with Aircel/other operators and accordingly, continues to pursue its claim of approx. ' 15,34,023 Lakhs arising out these developments.

One of the customers, in its latest published unaudited financial results for the quarter and nine months ended December 31,2022, had indicated that its ability to continue as a going concern is dependent on its ability to raise additional funds as required, successful negotiation with lenders and vendors for continued support and generation of cashflow from operations for settling its liability as they fall due. The said customer had also disclosed in its financial results that so far it has met all debt obligations to its lenders / banks and financial institutions along with applicable interest till date.

The Company, in these circumstances, has proactively taken various steps to ensure smooth operations and contracted network uptime for its existing customers, namely VIL, Reliance Jio, Bharti Airtel, BSNL etc. These steps include reduction in fixed/semi variable costs including electricity and diesel charges, operations and maintenance charges, ground rent, terminating non-paying site after following contractual process, initiating arbitration for recovery of dues etc. The Company is also in the process of re-negotiating its arrangements with existing vendors. These steps are expected to enable the Company to remain EBITDA positive.

The Hon'ble National Company Law Tribunal, Mumbai Bench (“NCLT”) vide its order dated November 18, 2022 has dismissed petition filed by one of the secured lenders for initiation of Corporate Insolvency Resolution Process (“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''). In the meantime, 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 on May 26, 2023.

The Company is optimistic that various resource optimization initiatives under taken by the Company along with positive developments in telecom sector can lead to stabilization and revival.

53. CAPITAL MANAGEMENT

For the purpose of the Company's capital management, capital includes issued equity capital, mandatorily convertible foreign currency bonds, securities premium, all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company's capital management is to ensure continuity of the operating activities of the Company.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. The funding requirement is met through internal accruals of the Company.

In order to achieve this overall objective, the Company's capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements.

No changes were made in the objectives, policies or processes for managing capital during the year ended March 31,2023.

54. The Code on Social Security, 2020 ('Code') relating to employee benefits during employment and post-employment benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date on which the Code will come into effect has not been notified. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the period the Code becomes effective

• The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

• The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall: (a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or (b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

• The Company has not received any fund from any person(s) or entity(s), including entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the (a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or (b) Provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

• The Company does not have any such transaction which is not recorded in the books of accounts surrendered or disclosed as income during the year in the tax assessments under the Income-tax Act, 1961.

• No proceeding has 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.

• The Company is not declared wilful defaulter by any bank or financial institution or other lender.

57. The management and authorities have the power to amend Financial Statements in accordance with section 130 and 131 of Companies Act, 2013.

58. DISMANTLING OF UNOCCUPIED SITES

During last decade, there were various developments which adversely impacted Indian telecom sector. The extremely challenging external environment during last decade impacted the Indian telecom sector where even multinational companies and/or large Indian conglomerates have either (i) shut down and exited from the telecom sector or (ii) downsized their operations significantly. 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). Thus, consequent to closure of 14 telecom customers, more than 14,000 towers of the Company were abandoned by such discontinuing operators, thereby making such towers unoccupied, which is more than 50% of the total tower portfolio. These external events were beyond the control of the management and the Company. Post abandonment of these towers, the discontinuing operators didn't make payment of their contractual dues including rent payable to landlords, taxes and other dues, etc., related to unoccupied towers remained unpaid, many of which are pass through payments for the Company. As a result, the Company was saddled with substantial costs and liabilities including rents, taxes and other dues on such unoccupied towers without any revenue. The Company is already litigating with such discontinuing operators to recover its contractual dues, which are amounting to more than ' 15,34,023 Lakhs.

The Company, on a monthly basis, has been requesting EARC, being Monitoring Institution for payments due to the landlords of the unoccupied sites. However, the same is yet to be approved by the EARC.

Due to non-receipt of the rental amounts, many of the landowners blocked access to our Company's employees to sites. Resultantly, disgruntled landlords / unknown miscreants resorted to unauthorized dismantling of the tower sites. 2,932 sites got dismantled during Year ended March 31, 2023 (Previous Year 259 sites) out of the above unoccupied sites. This has resulted into a loss (net) of ' 34,169 Lakhs for the year ended March 31,2023 (Previous year ' 3,181 Lakhs) which is included in other expenses in the Financial Statements.

The Company has already initiated various steps to protect its assets from such miscreants including carrying out additional surveys, discussion with landowners, legal actions against such miscreants, recovering site material, lodging of police complaints / FIR and insurance claim etc. Additionally, the Company has deployed Tower Vigilance Team(TVT) in theft prone areas to curb theft of the towers and tower materials which is showing positive result since deployment. In few cases, thieves have been arrested by the police as a result of additional measures taken by the Company.

59. The Company had undertaken a Corporate Debt Restructuring (CDR) exercise in 2011 as per applicable CDR guidelines and regulations. For reasons beyond the management control, post implementation of CDR package, the adverse conditions relating to the telecom sector had a material adverse impact in the achievement of the CDR projections. These events include 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. The Company had met its repayment obligations till June 30, 2016 out of its cash accruals and realization from current assets. However in view of the substantial developments which have had a significant impact on the financial performance of the Company, the repayment obligations were not likely to be met going forward. In view thereof, in the Joint Lender Forum (JLF) meeting held on September 20, 2016, the Rupee Lenders reviewed the account and after deliberations, invoked the scheme for SDR. Thus with secured debt reduced to a sustainable level, there was significant investor interest for buying out lenders equity stake as part of the Strategic Debt Restructuring (SDR) process.

Post implementation of SDR scheme, the unprecedented shut downs of major wireless operators such as Aircel Group, Reliance Communications and Tata Tele, consolidation in telecom industry such as Business combination of Vodafone & Idea, Telenor & Airtel have had a material adverse effect on the Company. These event were beyond the control of the management. As a result, the Company lost substantial number of tenancies making more than 14,000 towers unoccupied, which is more than 50% of the total tower portfolio. Also, Company's EBITDA reduced substantially from ' 1,10,000 Lakhs to less than ' 30,000 Lakhs due to continued cost of unoccupied sites and fall in revenue due to defaults by bankrupt operators.

Table below highlights the tenancies lost by the company due to telecom sector events, which were beyond the management control, such as shut down / exit of 14 Telecom customers over the past few years.

These developments have resulted in reduction in the revenue and earnings and the Company was saddled with substantial costs and liabilities on unoccupied towers. Thus, these factors resulted in erosion of Company's net worth and provision for impairment of property, plant and equipment.

As a consequence of the above developments, there was an urgent need to right size the debt levels. At the time, the lenders of the Company chose to assign their respective debts in favour of Edelweiss Asset Reconstruction Company Limited (“EARC”). The Company believed that once the assignment was completed, the debt would be restructured to sustainable levels in a timely manner and accordingly, the Company presented multiple Resolution Plans starting from April 2018 for consideration of lenders' consortium updating such plans from time to time after taking into account various developments in telecom sector. However, for reasons best known to them, the said Resolution Plans submitted by the Company were never considered by the lenders and also few lenders elected not to assign their respective debts to EARC. Further, a Techno-Economic Viability study for better understanding of the realistic sustainable debt was not carried out.

The Hon'ble National Company Law Tribunal, Mumbai Bench (“NCLT”) vide its order dated November 18, 2022 has dismissed petition filed by one of the secured lenders for initiation of Corporate Insolvency Resolution Process (“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”). In the meantime, 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 on May 26, 2023.

Additionally, the Company has received notices of recall of loans from EARC and IDBI Bank claiming alleged default in terms of Master Restructuring Agreement dated December 31,2011. The Company has strongly refuted the claims, as the lenders knew it fully that restructuring was essential post ARC sale. Meanwhile IDBI Trusteeship Company Limited (ITSL), Security Trustee, on the instruction of lenders of the Company has invoked pledge on 2,85,00,000 equity shares of GTL Limited, pledged by Promoter Group Company and transferred the said shares to their account. The lenders have recovered and appropriated ' 2,010 lakhs (previous year ' 1,391 Lakhs) Lakhs from sale of the said equity shares. The above events, cast significant doubt on the Company's ability to continue as a Going Concern.

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. Further, the Company also continues to pursue contractual claims of approx. ' 15,34,023 Lakhs from various operators in respect of premature exits by them in the lock in period. One of such claims of the Company against TATA was settled during the year resulting in receipt of arbitration award in favour of the Company and consequent recovery of ' 2,900 Lakhs from TATA.

Considering the above 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.

60. The figures for the corresponding previous year have been regrouped/rearranged wherever necessary, to make them comparable.

61. These financial statements have been approved for issue by the Board of Directors at their meeting held on May 11,2023.