GTL Infrastructure Ltd

Dematerialisation processing status

• Securities for dematerialisation up to Sep 30, 2026 were confirmed to depositories.
• Dematerialised securities have been listed on the relevant stock exchanges.
• Physical certificates received for dematerialisation were mutilated and cancelled after verification.
• The depository's name was substituted as registered owner within 15 days.

GTL Infrastructure Ltd – Closure of Trading Window

AGM details and AR access

• 23rd AGM scheduled for Sep 30, 2026 at 11:00 IST via VC/OAVM.
• AR 2025-26 available via web-link for non-registered shareholders.
• Web-link: https://www.gtlinfra.com/wp-content/uploads/2026/07/GTLINFRA AR2025 2026.pdf
• Shareholders without registered email should update email with DP/Registrar to receive AR.

Email registration and KYC update

• Physical shareholders should submit ISR-1 to Bigshare RTA to update email.
• Form ISR-2 and PAN/mobile/bank details required for KYC updation.
• RTA: Bigshare Services Private Limited contact details provided for assistance.

Financials

• Revenue from operations: ₹13,720 Mn in FY25-26, up from ₹13,441 Mn.
• Normalized EBITDA: ₹2,171 Mn; margin 16%.
• Total costs: ₹11,549 Mn.
• CAPEX: ₹550 Mn; plan ₹750 Mn for FY2026-27.
• Network uptime: 99.90% at year-end.
• Tower portfolio: total 21,220 towers; occupied 10,251; tenants 21,947.
• Average tenancy per occupied tower: 2.1.
• Unoccupied towers: 10,969; tenancy ratio on occupied towers: 2.1.
• Dividends: Not declared for FY25-26.

Operations & footprint

• Total towers: 21,220 across 22 circles.
• Occupied towers: 10,251; Tenants: 21,947.
• Average tenancy per occupied tower: 2.1.
• Uptime: 99.90% under SLAs.
• Occupancy and tenancy driven by network expansion and loadings.

Capital structure & liquidity

• Borrowings: ₹63,320 Mn; down from ₹78,154 Mn YoY.
• Cash and equivalents: ₹1,163 Mn.
• Equity base negative; net worth under pressure due to losses.
• OTS/NS driven settlements with lenders; bilateral settlements in progress.
• Aggregate debt repayments to lenders since 2010 around ₹20,58,650 Mn.
• Assets Held for Sale: 7 properties carrying ₹3,575 Mn.

Debt resolution & outlook

• Two secured lenders settled under OTS; DRT/NCLT actions withdrawn.
• Lead lender sanctioned OTS/NS; remaining lenders under bilateral discussion.
• Non-core assets monetisation to fund settlements; proceeds to be allocated to settlements.
• FY2025-26 capex and maintenance aligned to revenue-linked parameters.
• Outlook: 5-6% tenancy growth expected sector-wide; 5G densification supports demand.

Governance & leadership

• Board size 7: 6 non-exec; 3 independent including one woman.
• Vikas Arora ceased as WTD on 12 May 2026; Jayant Bhimanwar appointed WTD from 6 Aug 2026.
• Ajit Shanbhag (CFO) and Deepak Keluskar (Company Secretary) updated; Nitesh Mhatre left.
• Abhijit Deshpande appointed as Non-Executive, Non-Independent Director from Aug 6, 2026.
• 11 Board meetings; 4 Audit Committee meetings; 4 Stakeholders' Relationship meetings.

Risks & uncertainties

• Going concern risk noted by auditors; contingent on execution of bilateral settlements.
• Legacy tenancy losses and unoccupied towers create revenue leakage and litigation exposure.
• Counterparty credit risk; concentration with a few large operators persists.
• Property tax disputes; DoT Act 2024 partially mitigates but disputes remain.
• Dismantling/theft risk on unoccupied sites remains until debt resolution completes.

ESG & sustainability

• Green sites: 3,171; YE electrification and energy management focus.
• Energy optimization: Li-Ion battery pilots; energy efficiency initiatives across sites.
• Rural connectivity programs and BharatNet context support long-term demand for passive infra.
• CSR spend not applicable; ESG governance disclosed in BRSR Annexure.

Dividends & shareholder info

• Dividend for FY25-26 not declared; equity structure disclosed in annual report.
• Top holders include Union Bank of India, Central Bank of India, Bank of Baroda, etc.

Outlook & opportunities

• Industry tenancy growth projected around 5-6%; 4G/5G expansion supports demand.
• Network densification and private 5G/IoT generate incremental tenancy opportunities.
• Capex plan and debt-resolution progress expected to stabilise cash flows.

Audit & controls

• Statutory auditors: CVK & Associates; no qualifications reported.
• Going concern noted but not deemed an uncertainty in our opinion; internal controls adequate.

AGM details

• Date and time: 30 September 2026 at 11:00 a.m. IST.
• Mode: VC/OAVM; physical attendance not allowed.
• Voting record date: 23 September 2026.
• Remote e-voting window: 26–29 September 2026.
• E-voting and AGM participation via dedicated portal.

Key resolutions

• Ordinary: Adopt Audited Financial Statements for the year ended 31 March 2026.
• Ordinary: Re-appoint Charudatta K. Naik as Director.
• Ordinary: Appoint Jayant Bhimanwar as Director, liable to rotate.
• Special: Appoint Jayant Bhimanwar as Whole-time Director for three years.
• Ordinary: Appoint Abhijit Deshpande as Non-Executive/Non-Independent Director.

Voting status

• Voting results not disclosed in this document.
• Results to be announced after Scrutinizer’s report under applicable laws.

Director changes

• Charudatta K. Naik retires by rotation; seeks re-appointment.
• Jayant Laxmikant Bhimanwar appointed Additional Director and Whole-time Director (Aug 6, 2026).
• Abhijit Padmanabh Deshpande appointed Non-Executive/Non-Independent Director (Aug 6, 2026).

Remuneration/governance disclosures

• Remuneration terms for Bhimanwar to be approved under Schedule V.

KMP designation

• Mr. Jayant L. Bhimanwar appointed as Whole-time Director and KMP.
• GTL authorized following KMPs for materiality determinations and disclosures.
• KMP roster: Bhimanwar (WTD), Ajit Shanbhag (CFO), Deepak Keluskar (CS).
• KMP contact details: +91 22 68293500 and gilshares@gtlinfra.com.

Compliance update on late filing fines

• Paid ₹5,900 to each exchange for one-day delay in filing Regulation 23(9) report.
• Total fines paid amount to ₹11,800.
• Payment made on July 14, 2026; notices June 30, 2026.
• Board noted delay was inadvertent and advised timely compliance.
• Board meeting held August 6, 2026 to review matter.
• No material impact on operations or strategy disclosed.
• Company Secretary and CFO signed the disclosure.

Director appointments

• Jayant Bhimanwar appointed Additional Director and Whole-time Director for 3-year term from Aug 6, 2026.
• Subject to shareholders' approval.
• Abhijit Deshpande appointed Additional Director; Non-Executive, Non-Independent from Aug 6, 2026.
• Liable to retire by rotation for Deshpande.
• No inter-se relationship with other directors or Promoters.
• Not debarred from holding office by SEBI or other authorities.