GTL Ltd

Dematerialisation status

• Securities received from depository participants for dematerialisation were confirmed to the depositories.
• Dematerialised securities have been listed on the stock exchange where the earlier issues are listed.
• Security certificates received for dematerialisation were mutilated and cancelled after due verification.
• Depositories' names were substituted as registered owners in the register of members within 15 days of receipt.

GTL Ltd – Trading Window Closure

AGM and annual report access

• AGM of GTL Limited set for Sept 30, 2026 at 2:00 PM via VC/OAVM
• Notice and annual report sent to shareholders with registered emails for the AGM
• Shareholders without registered emails can access the report via the provided web-link
• KYC updation via ISR-1/ISR-2; PAN, mobile, and bank details required if updating
• Demat holders must update email with Depository Participant; physical holders with RTA

Financial highlights

• Total income 226.70 Cr; revenue from operations 224.37 Cr in FY25-26.
• Exceptional items totaled 610.44 Cr, driving PAT higher.
• PAT after tax 582.54 Cr; aided by one-time items.
• Net worth is negative at (5,446.05) Cr; equity 157.30 Cr.
• Dividend declared for FY25-26: Nil.

Segment performance

• Segment revenue: Telecom Network Services 150.13 Cr; Energy Management 74.25 Cr.
• Company operates only Network Services; no separate reportable segments.

Capital structure & liquidity

• Total borrowings: 4,553.40 Cr; CDR/ECB/NCD liabilities disclosed.
• Equity capital 157.30 Cr; OCPS 327.95 Cr; NCD 1,589.28 Cr.
• Total borrowings include ECB and NCD; OTS ongoing with lenders.
• Net payable to CDR lenders 1,023.16 Cr; escrow balance 58.42 Cr.

Cash flow & liquidity

• Operating cash flow 166.14 Cr; investing -2.46 Cr; financing -161.05 Cr.
• Cash and cash equivalents end-year 3.05 Cr.
• Liquidity constrained by negative net worth; going concern disclosed.

One-time items & earnings impact

• Exceptional items total 610.44 Cr; OTS impact 739.91 Cr.
• One-time revenue 49.53 Cr; pledge invocation 179 Cr recorded.
• PAT reflects these items; underlying revival remains uncertain.

Risks & going concern

• Net worth erosion; current liabilities exceed assets.
• Contingent liabilities total 4,516.18 Cr across taxes, DoT, disputes.
• Management pursuing OTS, asset sales, and lender settlements; going concern maintained.
• AGM 38th scheduled for Sept 30, 2026 via VC/OAVM.

Governance & oversight

• Board changes: Harshad Kulkarni appointed CFO; Pratik Toprani appointed Company Secretary.
• Siddhi Thakur to retire at upcoming AGM; independent directors continue.
• 38th AGM to be held Sept 30, 2026 via VC/OAVM.
• Auditors: M/s GDA & Associates re-appointed; Secretarial Auditor: Virendra Bhatt.

CSR & ESG

• CSR spend 0.35 Cr; ~6,000 beneficiaries; focus on Education, Health, Disability.
• CSR funded through Global Foundation; two projects: Education and Disability.

AGM Details

• AGM to be held via VC/OAVM; details specified in notice.
• Record date for e-voting disclosed in the notice.

Resolutions

• Ordinary business: adoption of audited financial statements.
• New ordinary resolution: not re-appoint retiring director; vacancy on board not filled.

Change in Directorate

• Siddhi Thakur will cease as Director and Non-Executive, Non-Independent Director effective Sept 30, 2026, not seeking re-appointment.

Financial results (Q1 FY27)

• Revenue from operations for quarter ended Jun 30, 2026: ₹6,002.18 lakh; total income ₹6,035.51 lakh.
• Total expenses: ₹7,247.63 lakh; PBT before exceptional items: ₹-1,212.12 lakh.
• Exceptional items: ₹33,430.04 lakh; PBT after exceptional items: ₹32,217.92 lakh.
• Tax expense for the quarter: NIL; Profit after tax: ₹32,217.92 lakh.
• Earnings per share after exceptional items: Basic ₹20.48; Diluted ₹37.03.
• One-time settlement related exceptional items total ₹33,430.04 lakh; comprises ₹31,585.04 lakh accounting impact.
• Note: Company operates in Network Services; going concern depends on lender settlements; interest not provided.
• Auditors issued a limited review; going concern emphasized due to eroded net worth and liquidity.
• As of Jun 30, 2026, two lenders await approvals; escrow deposits made for settlements.
• Results approved by Audit Committee and Board on Aug 11, 2026.
• Company operates a single segment; no separate reportable segments.

Meeting Details

• Board meeting scheduled for August 11, 2026 in Mumbai; time not disclosed.

Key Agenda Items

• Consider and approve unaudited financial results for quarter ended June 30, 2026.

Other Notes

• Trading window for Directors/Officers and designated employees will remain closed from July 1, 2026 to August 13, 2026.