Provisions are recognised when the Company has a presentobligation (legal or constructive) as a result of a past event. Itis probable that an outflow of resources embodying economicbenefits will be required to settle the obligation and a reliableestimate can be made of the amount of the obligation. If theeffect of the time value of money is material, provisions arediscounted using equivalent period government securitiesinterest rate. Unwinding of the discount is recognised in thestatement of profit and loss as a finance cost. Provisions arereviewed at each balance sheet date and are adjusted toreflect the current best estimate.
Contingent liabilities are disclosed when there is apossible obligation arising from past events, the existenceof which will be confirmed only by the occurrence ornon-occurrence of one or more uncertain future eventsnot wholly within the control of the Company or a presentobligation that arises from past events where it is eithernot probable that an outflow of resources will be requiredto settle or a reliable estimate of the amount cannot bemade. Information on contingent liability is disclosed inthe Notes to the Financial Statements. Contingent assetsare not recognised. However, when the realisation ofincome is virtually certain, then the related asset is nolonger a contingent asset, but it is recognised as an asset.
“The Company measures financial instruments at fairvalue at each balance sheet date.
Fair value is the price that would be received to sell anasset or paid to transfer a liability in an orderly transactionbetween market participants at the measurement date.The fair value measurement is based on the presumptionthat the transaction to sell the asset or transfer the liabilitytakes place either:
a) In the principal market for the asset or liability, or
b) I n the absence of a principal market, in the mostadvantageous market for the asset or liability.
A fair value measurement of a non-financial asset takesinto account a market participant's ability to generateeconomic benefits by using the asset in its highest andbest use or by selling it to another market participant thatwould use the asset in its highest and best use.
The Company uses valuation techniques that areappropriate in the circumstances and for which sufficientdata are available to measure fair value, maximising theuse of relevant observable inputs and minimising the useof unobservable inputs.
All assets and liabilities for which fair value is measuredor disclosed in the financial statements are categorisedwithin the fair value hierarchy.
The Company's revenue primarily consists of revenuefor use of infrastructure facilities on individual / sharingbasis and energy revenue for the provision of energy foroperations of sites.
Revenue for use of infrastructure (which is termed as“Revenue from Telecom / Network Infrastructure Facilities”)is governed by Ind AS 116. The same is recognized as andwhen services are rendered, on a monthly basis as perthe contractual terms under agreements entered withcustomers. The Company has ascertained that the revenuefor use of infrastructure facilities is structured to increasein line with expected inflationary increase in cost of theCompany and hence, not straight-lined.
Effective April 1,2018, the Company has applied Ind AS 115“Revenue from Contracts with Customers” which establishesa comprehensive framework to depict timing and amount ofrevenue to be recognised. The Company has adopted IND AS115 using cumulative effect method, where any effect arisingupon application of this standard is recognised as at the dateof initial application i.e., April 1, 2018. Company's revenuefor provision of energy for operation of sites is governed byInd AS 115; Company's revenue from use of infrastructurefacilities, which is covered in leases is specifically excludedfrom the Scope of Ind AS 115.
Energy revenue is recognized over the period on amonthly basis upon satisfaction of performance obligationas per contracts with the customers. The transaction priceis the consideration received from customers based onprices agreed as per the contract with the customers. Thedetermination of standalone selling prices is not requiredas the transaction prices are stated in the contract basedon the identified performance obligation.
The Company provides sharing benefits to its customersbased on slab defined in the revenue contracts. Contractalso contains clause on Service Level Agreements (SLAs)
penalty/rewards, dependent upon the achievement ofnetwork uptime level as mentioned in the contract. TheCompany estimates SLA penalty/rewards at each monthend and considers the impact of the same in the revenue.Revenues in excess of invoicing are classified as contractassets (referred as unbilled revenue) while invoicing inexcess of revenues are classified as contract liabilities(referred as unearned revenue).
Revenue from reimbursement of property tax is recognizedover the period on a monthly basis upon satisfactionof performance obligation as per contracts with thecustomers. The transaction price is the considerationreceived from customers based on prices agreed as perthe contract with the customers.
Interest income
Interest Income from financial assets is recognised whenit is probable that the economic benefit will flow to theCompany and the amount of income can be measuredreliably. Interest income is accrued on time basis, byreference to the principal outstanding and at the effectiveinterest rate applicable, which is the rate that exactlydiscounts estimated future cash receipts through theexpected life of the financial asset to that asset's netcarrying amount on initial recognition.
Dividends
Income from dividends is recognised when the Company'sright to receive the dividend has been established.
Insurance Claims
Insurance Claims for loss of material are accounted uponreceipt of the same.
Leases are classified as finance lease whenever the termsof the lease transfer substantially all the risks and rewardsof ownership to the lessee. All other leases are classifiedas operating leases.
i. Company as a lesseeOperating lease:
Effective April 1, 2019, the Company has adoptedInd AS- 116 “Leases” under modified retrospectiveapproach without adjustment of comparatives andhas considered a Right of Use (ROU) Assets andcorresponding lease liabilities.
The Company recognizes right-of-use assetrepresenting its right to use the underlying asset for thelease term at the lease commencement date. The costof the right-of-use asset measured at inception shallcomprise of the amount of the initial measurementof the lease liability adjusted for any lease paymentsmade at or before the commencement date less anylease incentives received, plus any initial direct costsincurred. The right-of-use assets is subsequentlymeasured at cost less any accumulated depreciation,accumulated impairment losses, if any and adjustedfor any remeasurement of the lease liability. The right-of-use asset is depreciated from the commencementdate on a straight-line basis over the shorter of thelease term and useful life of the underlying asset.Right-of-use assets are tested for impairmentwhenever there is any indication that their carryingamounts may not be recoverable. Impairment loss, ifany, is recognised in the statement of profit and loss.
The Company measures the lease liability at thepresent value of the lease payments that are notpaid at the commencement date of the lease. Thelease payments are discounted using the interestrate implicit in the lease, if that rate can be readilydetermined. If that rate cannot be readily determined,the Company uses incremental borrowing rate. Forleases with reasonably similar characteristics, theCompany may adopt the incremental borrowingrate for the entire portfolio of leases as a whole. Thelease payments shall include fixed payments, variablelease payments, residual value guarantees, exerciseprice of a purchase option where the Companyis reasonably certain to exercise that option andpayments of penalties for terminating the lease, if thelease term reflects the lessee exercising an option toterminate the lease. The lease liability is subsequentlyremeasured by increasing the carrying amount toreflect interest on the lease liability, reducing thecarrying amount to reflect the lease payments madeand remeasuring the carrying amount to reflect anyreassessment or lease modifications or to reflectrevised in-substance fixed lease payments.
For lease renewals previously classified as short¬term leases, the commencement date is establishedas the first day of the month in which the renewalpayment is processed. Any incremental rent paidduring the renewal, for the period when it wasconsidered a short-term lease, is expensed in themonth when the rent payment occurs.
The Company recognises the amount of theremeasurement of lease liability as an adjustment tothe right-of-use asset. Where the carrying amount ofthe right-of-use asset is reduced to zero and thereis a further reduction in the measurement of the leaseliability, the Company recognizes any remaining amountof the re-measurement in statement of profit and loss.The Company elects not to apply the requirementsof Ind AS 116 to short term leases or the leases forwhich the underlying asset is of low value. The leasepayments associated with these leases are recognisedas expense on either a straight-line basis over leaseterm or another systematic basis. The Company hasopted to recognize the asset retirement obligationliability as part of the cost of an item of property, plantand equipment in accordance with Ind As 16.
ii. Company as a lessorOperating lease:
Rental income from operating lease is recognisedon a straight-line basis over the lease term unlesspayments to the Company are structured to increasein line with expected general inflation to compensatefor the Company's expected increase in inflationarycost; such increases are recognised in the yearin which such benefits accrue. Initial direct costsincurred in negotiating and arranging an operatinglease are added to the carrying amount of the leasedasset and recognised over the lease term on thesame basis as the lease income.
Short Term Employee Benefits
The undiscounted amount of short-term employeebenefits expected to be paid in exchange for the services
rendered by the employees are recognised as an expenseduring the year when the employees render the services.Post-Employment BenefitsDefined Contribution Plan
A defined contribution plan is a post-employment benefitplan under which the Company pays specified contributionsto a separate entity. The Company makes specified monthlycontributions towards Provident Fund, Pension Scheme.The Company's contribution is recognised as an expensein the Profit and Loss Statement during the period in whichthe employee renders the related service.
Defined Benefit Plan
The liability in respect of defined benefit plans and other post¬employment benefits is calculated using the Projected UnitCredit Method and spread over the period during which thebenefit is expected to be derived from employees 'services.Re-measurement of defined benefit plans in respectof post-employment benefits are charged to the otherComprehensive Income.
Transactions in foreign currencies are recorded at theexchange rate prevailing on the date of transaction.Monetary assets and liabilities denominated in foreigncurrencies are translated at the functional currencyclosing rates of exchange at the reporting date.
Exchange differences arising on settlement or translationof monetary items are recognised in profit or lossNon-monetary items that are measured in terms ofhistorical cost in a foreign currency are translated usingthe exchange rates at the dates of the transactions.
Borrowing Costs directly attributable to the acquisition,construction or production of an asset that necessarilytakes a substantial period of time to get ready for itsintended use or sale are capitalised as part of the costof the asset. All other borrowing costs are expensed inthe period in which they occur. Borrowing costs consist ofinterest and other costs that an entity incurs in connectionwith the borrowing of funds. Interest income earned onthe temporary investment of specific borrowings pendingtheir expenditure on qualifying assets is deducted fromthe borrowing costs eligible for capitalisation. Borrowingcost also includes exchange differences to the extentregarded as an adjustment to the borrowing costs.
Tax expense represents the sum of current tax (includingincome tax for earlier years) and deferred tax. Tax isrecognised in the statement of profit and loss, except to theextent that it relates to items recognised directly in equityor other comprehensive income, in such cases the tax isalso recognised directly in equity or in other comprehensiveincome. Any subsequent change in direct tax on items initiallyrecognised in equity or other comprehensive income is alsorecognised in equity or other comprehensive income.
Current tax provision is computed for income calculated afterconsidering allowances and exemptions under the provisionsof the applicable Income Tax Laws. Current tax assets andcurrent tax liabilities are off set, and presented as net.Deferred tax is recognised on differences between the carryingamounts of assets and liabilities in the balance sheet and thecorresponding tax bases used in the computation of taxable
profit. Deferred tax liabilities are generally recognised for alltaxable temporary differences, and deferred tax assets aregenerally recognised for all deductible temporary differences,carry forward tax losses and allowances to the extent that itis probable that future taxable profits will be available againstwhich those deductible temporary differences, carry forwardtax losses and allowances can be utilised. Deferred tax assetsand liabilities are measured at the applicable tax rates. Thecarrying amount of deferred tax assets is reviewed at eachbalance sheet date and reduced to the extent that it is nolonger probable that sufficient taxable profits will be availableagainst which the temporary differences can be utilised.
The earnings considered in ascertaining the Company'sEarnings Per Share (EPS) is the net profit/ (loss) after tax.The number of shares used in computing basic EPS is theweighted average number of shares outstanding duringthe period/year. The diluted EPS is calculated on thesame basis as basic EPS, after adjusting for the effectsof potential dilutive equity shares unless the effect of thepotential dilutive equity shares is anti-dilutive.
“The Company presents assets and liabilities in statement offinancial position based on current/non-current classification.
The Company has presented non-current assets andcurrent assets before equity, non-current liabilities andcurrent liabilities in accordance with Schedule III, DivisionII of Companies Act, 2013 notified by Ministry of CorporateAffairs (MCA).”
“An asset is classified as current when it is:
a) Expected to be realised or intended to be sold orconsumed in normal operating cycle,
b) Held primarily for the purpose of trading,
c) Expected to be realised within twelve months afterthe reporting period, or
d) Cash or cash equivalent unless restricted from beingexchanged or used to settle a liability for at leasttwelve months after the reporting period.
All other assets are classified as non-current.”
“A liability is classified as current when it is:
a) Expected to be settled in normal operating cycle,
c) Due to be settled within twelve months after thereporting period, or
d) There is no unconditional right to defer thesettlement of the liability for at least twelve monthsafter the reporting period.
All other liabilities are classified as non-current.”
The operating cycle is the time between the acquisition ofassets for processing and their realisation in cash or cashequivalents. Deferred tax assets and liabilities are classifiedas non-current assets and liabilities. The Company hasidentified twelve months as its operating cycle.
The preparation of the Company's financial statements requiresmanagement to make judgement, estimates and assumptionsthat affect the reported amount of revenue, expenses, assetsand liabilities and the accompanying disclosures. Uncertaintyabout these assumptions and estimates could result inoutcomes that require a material adjustment to the carryingamount of assets or liabilities affected in future periods.
The Company has assessed that its master serviceagreement (“MSA”) with operators contains leaseof its tower sites and plant and equipment andhas determined, based on evaluation of theterms and conditions of the arrangements suchas various lessees sharing the same tower siteswith specific area, the fair value of the asset andall the significant risks and rewards of ownershipof these properties retained by the Company,that such contracts are in the nature of operatinglease and has accounted for as such.
The Company has ascertained that the annualescalations in the lease payment receivedunder the MSA are structured to compensatethe expected inflationary increase in cost andtherefore has not been straight-lined.
The Company has assessed that agreementsentered with the landlords contain lease of theunderlying space based on evaluation of termsand conditions of the contracts with landlordsand are accounted for as such under Ind AS 116
b) Revenue Recognition
The Company's revenue primarily consists ofrevenue for use of infrastructure facilities (Rentals)and energy revenue for the provision of energy foroperations of sites. Rentals are not covered withinthe scope of Ind AS 115, hence identification ofdistinct performance obligation within Ind AS 115 donot involve significant judgement.
Judgement is required to determine the transactionprice for the contract. The transaction price could beeither a fixed amount of customer consideration orvariable consideration with elements such as discounts,service level credits, etc. The estimated amount ofvariable consideration is adjusted in the transactionprice only to the extent that it is highly probable thata significant reversal in the amount of cumulativerevenue recognised will not occur and is reassessed atthe end of each reporting period. The Company providessharing benefits to its customers based on slab definedin the revenue contracts. Contract also contains clauseon Service Level Agreements (SLAs) benefits/penaltiesdependent upon achievement of network uptime levelas mentioned in the contract.
These benefits/SLA penalties are called variableconsideration. There is no additional impact of variableconsideration as per Ind AS 115 since maximumbenefit is already being given to customer and thesame is deducted from revenue. There is no additionalimpact of SLA as the Company already estimates SLApenalty amount and the same is provided for at eachmonth end. This SLA is presented as net off withrevenue in the Statement of profit and loss.
c) Depreciation and useful lives of property plantand equipment
Property, plant and equipment are depreciated over theestimated useful lives of the assets, after taking intoaccount their estimated residual value. Managementreviews the estimated useful lives and residual valuesof the assets annually in order to determine the amount
of depreciation to be recorded during any reportingperiod. The useful lives and residual values are basedon the Company's historical experience with similarassets and take into account anticipated technologicalchanges. The depreciation for future periods is adjustedif there are significant changes from previous estimates.
d) Recoverability of trade receivable:
Judgements are required in assessing therecoverability of trade receivables and determiningwhether a provision against those receivablesis required. Factors considered in assessing therecoverability of trade receivables include the creditrating of the counterparty, the amount and timing ofanticipated future payments and any possible actionsthat can be taken to mitigate the risk of non-payment.
e) Provisions:
Provisions and liabilities are recognized in the periodwhen it becomes probable that there will be a futureoutflow of funds resulting from past operations orevents and the amount of cash outflow can be reliablyestimated. The timing of recognition and quantificationof the liability require the application of judgementto existing facts and circumstances, which can besubject to change. Since the cash outflows can takein the future years, the carrying amounts of provisionsand liabilities are reviewed regularly and adjusted totake account of changing facts and circumstances.
f) Impairment of non-financial assets includinginvestment property:
The Company assesses at each reporting date whetherthere is an indication that an asset may be impaired.If any indication exists, or when annual impairmenttesting for an asset is required, the Companyestimates the asset's recoverable amount. An asset'srecoverable amount is the higher of an asset's or CGU'sfair value less costs of disposal and its value in use.It is determined for an individual asset, unless theasset does not generate cash inflows that are largelyindependent of those from other assets or a groups ofassets. Where the carrying amount of an asset or CGUexceeds its recoverable amount, the asset is consideredimpaired and is written down to its recoverable amount.
I n assessing value in use, the estimated future cashflows are discounted to their present value usingpre-tax discount rate that reflects current marketassessments of the time value of money and the risksspecific to the asset. In determining fair value less costsof disposal, recent market transactions are taken intoaccount, if no such transactions can be identified, anappropriate valuation methodology is used.
g) Impairment of financial assets
The impairment provisions for financial assets arebased on assumptions about risk of default andexpected cash loss. The Company uses judgement inmaking these assumptions and selecting the inputs tothe impairment calculation, based on Company's pasthistory, existing market conditions as well as forwardlooking estimates at the end of each reporting period.
h) Defined benefit plans (gratuity benefits)
The cost of the defined benefit gratuity plan and otherpost-employment benefits and the present value ofthe gratuity obligation are determined using actuarialvaluations.An actuarial valuation involves making various
assumptions that may differ from actual developmentsin the future. These include the determination of thediscount rate, future salary increases and mortalityrates. Due to the complexities involved in the valuationand its long-term nature, a defined benefit obligationis highly sensitive to changes in these assumptions. Allassumptions are reviewed at each reporting date.
i) Fair value measurement of financial instruments
When the fair value of financial assets and financialliabilities recorded in the balance sheet cannot bemeasured based on quoted prices in active markets,their fair value is measured using valuation techniquesincluding the Discounted Cash Flow (DCF) model. Theinputs to these models are taken from observablemarkets where possible, but where this is not feasible,a degree of judgement is required in establishing fairvalues. Judgements include considerations of inputssuch as liquidity risk, credit risk and volatility. Changesin assumptions about these factors could affect thereported fair value of financial instruments.
j) Taxes
Significant management judgement is required todetermine the amount of deferred tax assets thatcan be recognised, based on the likely timing andthe level of future taxable income together withfuture tax planning strategies. The Company doesnot expect availability of future taxable incomesufficient to utilise its deferred tax assets. Furtherdetails on taxes are disclosed in note 44.
k) Property taxes on sites
The matter of levy of property tax on the company is sub-judice before various authorities in India. The companyhas accounted for the liability towards Property taxes inits financial statements on the basis of best estimatesconsidering the demand notices received/ receivable invarious circles wherever it is applicable.
l) Asset retirement obligations
The Company has recognised a provision forasset retirement obligations associated withtelecommunication towers.Such Provision is recognisedin respect of the costs for dismantling of infrastructureequipment and restoration of sites under operatingleases, which are expected to be incurred at the endof the lease term, based on the estimate provided bythe internal technical experts. In determining the fairvalue of such provision, assumptions and estimates aremade in relation to discount rates, the expected cost todismantle and remove the plant from the site and theexpected timing of those costs.
The Company estimates that the costs would beincurred at the end of the lease term and calculatesthe provision using the DCF method based on thediscount rate that approximates interest rate ofrisk free borrowings and current estimate of assetretirement obligation duly adjusted for expectedinflationary increase in related costs.
Recent Accounting Pronouncements
Ministry of Corporate Affairs (“MCA”) notifies new standardsor amendments to the existing standards under Companies(Indian Accounting Standards) Rules as issued from time totime. For the year ended March 31,2025, MCA has not notifiedany new standards or amendments to the existing standardsapplicable to the Company.
3 (a) (i) Buildings include properties having carrying value of ' 479 Lakhs (Previous year ' 490 Lakhs) for which deeds ofconveyance have yet to be executed in favour of the Company and ' 0.07 Lakhs (March 31,2017'0.07 Lakhs) towardscost of 70 shares of ' 100 each in a Co-operative Housing Society
3 (a) (ii) Buildings include Land related properties and Boundary Wall at Sites having carrying value of ' 4,523 Lakhs (Previousyear ' 4,755 Lakhs) before impairment.
3 (a) (iii) Property, Plant and Equipment (PPE) includes assets mortgaged as security (Refer Note No. 18.2)
3 (a) (iv) The Company carried out an impairment test of its property, plant and equipment in accordance with the Indian AccountingStandards (Ind AS) 36 - 'Impairment of Assets' and concluded that there was no impairment loss for the financial yearended March 31, 2025. Impairment Loss of the Previous year has been disclosed as exceptional item (Building ' 35Lakhs and Plant & Equipments ' 1,508 lakhs).
The Company has only one class of equity shares having par value of ' 10 per share. Each holder of equity shares isentitled to one vote per share. In the event of liquidation of the Company, the holders of equity shares will be entitled toreceive any of the remaining assets of the Company, after distribution of all the preferential amounts. The distribution willbe in proportion to the number of equity shares held by the shareholders.
The Foreign Currency Convertible Bonds (FCCB) holders have the option to convert FCCB into 490,816,093 Equity Shares(Previous year 492,907,042). (Refer Note No. 22.1)
Equity Component represents FCCB Series B1 & B3 Bonds compulsorily convertible into equity shares. (Refer Note No. 22.1)
Created pursuant to scheme of arrangement approved by Hon'ble High Court in earlier years. It shall be utilised as perprovisions of Companies Act 2013.
Created On Forfeiture of Preferential Convertible Warrants. It shall be utilised as per provisions of Companies Act 2013.
Created on conversion of Employee Stock Options Scheme , Preferential Warrants and Foreign currency convertibleBonds. It shall be utilised as per provisions of Companies Act 2013.
18.1 (a) In 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 CompanyLimited (“EARC”). As of March 31, 2025, 79.34% of Indian Rupee Debt of ' 322,625 Lakhs have been assigned infavour of EARC acting in its capacity as Trustee of EARC Trust-SC 338 vide assignment agreement executed in favour ofEARC. The Company believed that once the assignment was completed, the debt would be restructured to sustainablelevels in a timely manner and accordingly, the Company presented multiple Resolution Plans starling from April 2018 forconsideration of lenders' consortium updating such plans from time to time after taking into account various developmentsin telecom sector. However, for reasons best known to them, the said Resolution Plans submitted by the Company werenever considered by the lenders and also few lenders elected not to assign their respective debts to EARC.
(b) e National Company Law Tribunal, Mumbai Bench (“NCLT”) vide its order dated November 18, 2022 hasdismissed petition filed by Canara Bank for initiation of Corporate Insolvency Resolution Process (“CIRP”) under Section7 of the Insolvency & Bankruptcy Code, 2016 (“IBC”). The Hon'ble Tribunal held that the business of the Company issustainable, it is a viable going concern under its current management and the overall financial health of the Companyis not bad enough to be admitted under CIRP. Thus, in view of aforementioned, the petition is dismissed, against whichCanara Bank filed an appeal before National Company Law Appellate Tribunal, at Delhi (“NCLAT”). The Hon'ble NCLAT,vide order dated October 25, 2024, has, while allowing the said appeal, set aside the order passed by the Hon'ble NCLTand remanded the case to the Hon'ble NCLT for fresh hearing of the original petition filed by Canara Bank, taking allrelevant facts into account. Accordingly, matter is pending for final hearing before the Hon'ble NCLT, Mumbai Bench.
(c) During the year ended March 31,2025, IDBI Trusteeship Services Limited (“ITSL”), on behest of Edelweiss AssetReconstruction Company Limited (“EARC”)/lenders, debited ' 13,059 lakhs, which includes upfront amount paidby the Company for considering the OTS/Restructuring proposal to lenders. Thus, since May 2020 to till date overallamount of ' 127,560 lakhs including above have been debited/paid from TRA account. Interest on borrowings iscalculated after adjusting these amounts from the principal.
(d) Additionally, ITSL, on the instruction of lenders of the Company, has realised ' 3,401 Lakhs by way of sale of pledgedequity shares. The said amount is reduced from the Lenders' outstanding amount and considered as other equitytowards contribution of promoter group company considering invocation of their pledged shares by the lenders.
(e) The Company received notices of recall of loans from three of the lenders claiming alleged default of ' 382,261 Lakhs,' 24,812 Lakhs and ' 20,102 Lakhs in terms of Master Restructuring Agreement dated December 31,2011 duringfinancial 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 31,2025 in terms of and in accordancewith 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 non¬compliance with these covenants may give rights to the lenders to demand Repayment of the loans. Considering thealleged claims of lenders and to comply with the requirement of Ind AS -1 “Presentation of Financial Statement”,the Company has, as an abundant precaution, classified Non-Current borrowings as Current borrowings. Thisclassification was made 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 respectivecompanies as existed on the effective date of merger i.e December 22, 2017.
(ii) In Addition to the specific charge, Personal guarantee of Mr. Manoj Tirodkar and sponsor support from Global HoldingCorporation Private Limited (GHC ) have been provided to Banks and Life Insurance Corporation of India (LIC).
at a fixed rate of exchange of ' 65.1386 to US$ 1.00 subject to certain adjustments as described in Terms andConditions of Series B1 Bonds; Floor Price in each case at a fixed rate of exchange on conversion of ' 65.1386to US $1.00 subject to certain adjustments as described in Terms and Conditions of Series B1 Bonds.
b. The Series B1 Bonds do not bear any interest.
a. The Series B2 Bonds bear interest at a fixed rate of 6.7310% p.a. payable semi-annually in arrears onApril 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 previouslyredeemed, 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 thedate of the issue of the Series B2 Bonds up to the close of business on October 27, 2022 into Equity Sharesat a conversion price equal to 10 per Share with a fixed rate of exchange on conversion of ' 65.1386 toUS $1.00 subject to certain adjustments as described in Terms and Conditions of Series B2 Bonds.
d. Following the occurrence of a Change of Control, the holder of each Series B2 Bond will have the right at suchholder's option to require the Company to redeem in whole but not in part such holder's Series B2 Bonds at100.0% of their principal amount (“Change of Control Put Price”), together with accrued and unpaid interestand default interest (if any) up to and including the date of payment of the Change of Control Put Price.
a. The Series B3 Bonds are compulsorily convertible into fully paid equity shares of ' 10 each on October 27,2022 at a fixed rate of exchange of ' 65.1386 to US$ 1.00 subject to certain adjustments as described inTerms and Conditions of Series B3 Bonds;
b. 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. TheCompany has requested bondholders to share their respective details for converting bonds and crediting equityshares to their respective account. However, the Company is awaiting the relevant details from the respectivebondholders. Series B2 Bonds are redeemable and have matured on October 27, 2022. The lead secured lenderhas, however, informed the Company that till the entire outstanding Secured debt of the Secured lenders is fullypaid 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. Thus, as per theTerms and Conditions of Series B2 Bonds, in case of default in redemption of Series B2 Bonds, conversion right ofbondholders will revive and /or will continue to be exercisable up to the date of receipt of redemption amount bythe Principal Agent / Trustee of the Series B2 Bonds.
(vi) As on March 31,2025, 27,597.50 Series B1 Bonds, 37,471 Series B2 Bonds and 10,281 Series B3 Bonds wereoutstanding.
In view of the current developments and challenges impacting the telecom sector, as elaborated in note no. 57, and consideringthe dismantling activities pertaining to certain telecom sites as set out in note no. 58, the Company carried out impairmentassessment of its property, plant and equipment in accordance with the applicable provisions of Indian Accounting Standard(Ind AS) 36 - Impairment of Assets.
Based on this assessment, it is concluded that the carrying amounts of these assets continue to be supportable by theirrecoverable amounts, determined on a value-in-use basis. Accordingly, no impairment loss has been recognized for thefinancial year ended March 31,2025 (Previous Year: ' 1,543 lakhs). The impairment loss recognized in the previous year wasdisclosed under 'Exceptional Items' in the Statement of Profit and Loss.
Pursuant to the Energy Management Agreement, Field Level Management Services Agreement and Suspension Agreement,GTL Limited (“GTL”) had invoked arbitration proceedings against the Company and claimed an amount of ' 69,000 Lakhsalong with damages. Three retired Supreme Court Judges formed an Arbitral Tribunal and examined the underlying facts of thematter. The Hon'ble Tribunal had passed an interim award dated December 17, 2019 directing the Company to pay an amountof ' 44,000 Lakhs to GTL.
The Company preferred an appeal against the interim award before the Hon'ble Delhi High Court and the same had beendismissed while confirming the interim award passed by the Hon'ble Arbitral Tribunal. In view of the Arbitration award anddismissal of appeal by Hon'ble Delhi High Court, the Company had provided ' 44,000 Lakhs as claims against arbitration anddisclosed the same as exceptional items in the financial statements in FY 2019-20.
During the month of June 2020, EARC filed an appeal before the Hon'ble Delhi High Court (“EARC Appeal”) challenging theinterim Award passed by the Hon'ble Arbitral Tribunal dated December 27, 2019.The EARC appeal was disposed of by theHon'ble Delhi High Court on November 18, 2020 and modified the Interim Award to the extent that all payments directedthereunder, would be deposited, not with the Company or in an Escrow Account to be maintained by the Company, but in theTRA, created and maintained in accordance with the TRA Agreement. The said payments are to be kept deposited in the TRAAccount subject to further orders to be passed by the Hon'ble Arbitral Tribunal.
Subsequent to the said Judgment and Order dated November 18, 2020, EARC filed a Clarification Application and ReviewPetition with regards to the said Judgment and Order dated November 18, 2020 before the Hon'ble Delhi High Court whichwere dismissed on February 3, 2021 and February 4, 2022 respectively.
EARC thereafter filed a Special Leave Petition (SLP) before the Hon'ble Supreme Court of India, against the Hon'ble Delhi HighCourt orders dated November 18, 2020 and February 4, 2022. EARC through Impleadment application has requested to theHon'ble Supreme Court to implead the non-assigning lenders of the Company to the said SLP. Company has filed its reply.
After hearing all the parties, on May 13, 2024, Hon'ble Supreme Court disposed of the said SLP of Appeal modifying theHon'ble Delhi HC order dated November 18, 2020 and directed that the amount shall be subject to the orders in suit pendingbefore the Bombay High Court”.
Meanwhile, the residual claim of ' 25,000 Lakhs by GTL is still pending before the Hon'ble Arbitral Tribunal. The final hearingsin the matter have concluded, and the proceedings stand reserved for the final award.
[A] Company as a lessor
The Company has entered into operating lease arrangement with its customers for Infrastructure provisioning. The followingtable sets out the Maturity analysis of lease receivable for the lock in period of the customers after the reporting date:
During earlier years, as legally advised, the Company's CENVAT credit aggregating to ' 7,993 Lakhs was utilized for dischargingservice tax liability of Chennai Network Infrastructure Limited (CNIL), an erstwhile Associate, which subsequently got mergedwith the Company. CNIL also paid the same amount to the Service Tax Authority under Voluntary Compliance EncouragementScheme (VCES) in November, 2013. Subsequently, the Company filed a writ petition in Hon'ble Bombay High Court for seekingrestoration of this CENVAT credit and based on the Hon'ble Bombay High Court direction, CESTAT passed the order in March2015 for allowing the Company to restore the said amount as CENVAT credit. The Service tax authorities have filed an appealwith the High court challenging the CESTAT order passed in March 2015. The Company has been advised that there will notbe any cash outflows in this regard.
The Hon'ble Supreme Court, in its order dated December 16, 2016, upheld that mobile telecommunication towers are subjectto property tax, thereby allowing States to levy such tax on mobile tower companies. While adjudicating a Special LeavePetition (SLP) related to the Mumbai region, the Court granted liberty to challenge the retrospective application and thequantum of property tax assessments before the appropriate forum.
Following this judgment, in January 2017, the Company filed an appeal before the Hon'ble Bombay High Court disputing thequantum and other aspects of the property tax. This appeal was dismissed on April 18, 2017. Subsequently, the Companyfiled a Special Leave Petition (SLP) before the Hon'ble Supreme Court, contesting the manner, components, and quantumof the property tax. The SLP was heard on January 25, 2018, wherein the Hon'ble Supreme Court issued a notice to theconcerned Municipal Corporation and directed all Municipal Corporations to maintain status quo. Ultimately, by its order datedJanuary 2, 2019, the Hon'ble Supreme Court set aside the Bombay High Court's order and remanded the matter to the HighCourt for fresh consideration on merits. Accordingly, the Company filed an amendment application before the Hon'ble BombayHigh Court, taking into account developments during the pendency of the SLP.
Separately, another infrastructure provider, ATC Telecom Private Limited (“ATC”), challenged the Gujarat High Court's orderconcerning property tax rates on mobile towers following the 2011 amendment to the Gujarat Provincial Municipal CorporationAct, 1949. The Hon'ble Supreme Court granted leave in September 2018 and the matter is currently pending for final hearing.
Further, on July 10, 2019, the Company filed another SLP before the Hon'ble Supreme Court challenging the quantum andcalculation of property tax demanded by the Nagpur Municipal Corporation. The Hon'ble Supreme Court stayed the HighCourt's order, subject to the Company depositing 50% of the demand amount and tagged the matter with the ATC SLP.
In respect of certain sites where demand notices for property tax have been received, the Company has challenged thesame and retrospective levy—particularly regarding procedure and quantum—by filing writ petitions before relevantHigh Courts. In most such cases, the High Courts have directed that no coercive action be taken until admission of thematters.
As of March 31, 2025, the Company operates telecom sites across 25 circles in India. Out of these, property tax is notapplicable in 12 circles, and no demand notices have been received from local authorities in those jurisdictions. Furthermore,in August 2023, the Department of Telecommunication (DoT) issued an order prohibiting levy of property tax on InfrastructureProviders in Kolkata and West Bengal circles, pursuant to the West Bengal State Infrastructure Policy, 2023.
For the remaining 11 circles, the Company is involved in active litigation, either independently or alongside other InfrastructureProviders.
The Government of India enacted the Telecommunication Act, 2023, portions of which came into effect on June 26, 2024.Relevant to the Company's position is Section 14(3), which states about chargeability of property tax.
Relevant extract is as under:
“The telecommunication network installed on any property shall not be considered as part of such property, including for thepurposes of any transaction related to that property, or any property tax, levy, cess, fees or duties as may be applicable on thatproperty.”
Despite the enactment of this provision, some authorities continue to demand property tax. In order to prevent sealing ofoperational sites, the Company has had to make such payments under protest.
Where directed by court orders, the Company has paid the property tax and, in subsequent years, continued to pay the basictax component as per demand notices under protest to avoid site closures. These payments have been accounted for asexpenses in the financials of the respective years. In cases where demand notices were issued and the Company did notpursue litigation, the basic tax amount has been duly paid and recorded as expense. Remaining demands, based on theirspecific facts and legal status, have been reported under contingent liabilities.
Given that, the matter remains sub judice with respect to the components of property tax and the absence of demand noticesfor the majority of sites, the Company continues to disclose the amounts under either provisions or contingent liabilities, basedon the stage and nature of each dispute.
(a) Disaggregated Revenue information & Performance Obligation
The Company provides passive infrastructure on shared basis to telecom operators (Telcos) for hosting their activenetwork components. The business model of passive infrastructure sharing is based on building, owning, operating andmaintaining passive telecom infrastructure sites capable of hosting active network components of various technologiesof multiple Telcos. The Company operates solely within the geographic boundaries of India. The main source of revenueincludes Infrastructure Provisioning fee (IPF) and Reimbursements of Energy & Other Costs. It's an ongoing serviceperformance obligation based on long term contracts with the customers with pre-defined lock in periods. Contractsare optimally designed based on fixed or actual contract basis matrix. Since the performance obligation is an ongoingprocess, the same is billed on monthly basis/satisfaction of conditions in contract, which falls due for payments withinup to 30 days of billing or advance as per terms of contract. (Refer note no. 27 for Segregation of Revenue).
The timing of revenue recognition, billings and collections results in receivables, unbilled revenue and unearned revenueon 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 inexcess of billings from the contracts, which are classified as financial assets when the right to consideration is unconditionaland is due only within a month. Invoicing to the customers is based on the contracts and therefore, the timing of revenuerecognition is different from the timing of invoicing to the customer. Invoicing in excess of earnings is classified as unearnedrevenue to the extent of collection. Trade receivables are presented net of provision in the Balance Sheet.
The Company is predominantly in the business of providing “Telecom Towers” on shared basis and as such there are noseparate reportable segments. The Company's operations are only in India.
Revenue from Operations includes ' 127,137 Lakhs (previous year ' 129,458 Lakhs) towards aggregate amount of revenue fromthree customers (previous year three customers), who individually contributes more than 10% of total revenue of the company.
These revenues are attributed to the Revenue from Telecom / Network Infrastructure Facilities, Energy and Other reimbursements.
Set out below, are the carrying amounts and fair value of the Company's financial assets and liabilities that are recognized inthe Financial Statements.
Accordingly, the fair values of such financial assets and financial liabilities have not been disclosed separately in case ofthe following:
i) Financial Assets:
- Cash and Cash equivalents
- Bank balances Including Deposits other than cash and cash equivalents
- Security Deposits
- Interest Receivable
- Trade Receivables and Unbilled Income
ii) Financial Liabilities:
- Lease Liabilities
- Trade Payables and Creditors for Capital Goods
- Other Financial Current Liabilities
- Borrowings Including Interest
- Deposits from Customer
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 dataavailable. The fair values of the financial assets and liabilities are included at the amount that would be received to sellan 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 for leases act the initial recognition arecalculated 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 assetsand 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 amortized 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 dataare available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use ofunobservable inputs.
The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuationtechniques: -
Level 1: - Quoted prices / published NAV (unadjusted) in active markets for identical assets or liabilities, it includes fair value offinancial instruments traded in active markets and are based on quoted market prices at the balance sheet date and financialinstruments like mutual funds for which net assets value (NAV) is published by mutual fund operators as 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 nottraded in an active market, which is determined by using valuation techniques. These valuation techniques maximize the useof observable market data where it is available and rely as little as possible on the Group specific estimates. If all significantinputs 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 ormore of the significant inputs is not based on observable market data, the instrument is included in level 3.
The following table provides the fair value measurement hierarchy of the Company's Assets and Liabilities:
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 theCompany's operations, including Tower/Network upgradation projects under implementation. The Company's principal financial assetsinclude 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 consultationwith Audit Committee of the Board of Directors of the Company oversees the management of these risks. The focus of RiskManagement is to assess risks, monitor, evaluate and deploy mitigation measures to manage these risks within risk appetite.
Market risk is the risk that the fair value of future cash flows of financial instruments will fluctuate because of changes in marketprices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price riskand 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 believesthat macro-economic factors, including the growth of Indian economy, interest rates as well as political & economicenvironment, technological Obsolesce, Operators going out of the business have a significant direct impact on Company'sbusiness, results of operations & financial positions. There are following positive developments in telecom sector:
1. Government of India has introduced new telecom policy that is expected to reform and simplify the regulatory andlicensing regime for telecommunications, even as it removes bottlenecks in creating telecom infrastructure, protectsusers and provides a four-tiered structure for dispute resolution. Additionally in December 2024, the Department ofTelecommunication (“DoT”) extended its support to the telecom industry by dispensing with the requirement of bankguarantee to be submitted for spectrum auctions held prior to the Telecom Reform package 2021 with certain conditions.
2. The growth of 5G technology, the rise of Al-driven solutions, and the increasing importance of cloud computing andedge computing. Additionally, there's a focus on network disaggregation and virtualization, along with the developmentof new revenue streams through business-to-business (B2B) offerings and innovative digital services.
3. In March 2025, Vodafone Idea Limited (“VIL”) announced that the Government of India has decided to convert a partof their outstanding spectrum auction dues, including deferred dues repayable after expiry of the moratorium periodinto equity shares to be issued to the Government. Further, VIL in its recent press release announced launch of its5G services in Mumbai, Chandigarh and Patna and their plans to roll out in Delhi and Bangalore. During last year,VIL raised equity of ' 26,00,000 lakhs including ' 18,00,000 lakhs from the largest FPO in India, promoter infusionof ' 4,00,000 lakhs and conversion / equity issuance to key vendors of approx. ' 4,00,000 lakhs.
4. Bharti Airtel Limited and Reliance Jio Infocomm Limited continue to roll out new sites to penetrate their 5G network.
5. Hike in mobile call and data tariffs by telecom operators thereby increase in Average Revenue Per User (ARPU).
The above are clear indicators of an opportunity for Tower Companies in India, as many new locations will be required forcapacity expansion and greenfield coverage across India. In light of the same, the management of the Company believesthat the aforementioned events in telecom sector are positive developments which will lead to increase in demand forits towers and thereby increase in the revenue and EBITDA levels. The Company has already mapped sites for proposed4G/5G rollout by its customers.
(ii) Amounts in INR are recorded at the closing exchange rates applicable at the respective year end as stated onthe Reserve Bank of India website.
c) Interest Rate Risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate becauseof 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 thetenor 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.
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because ofchanges in foreign exchange rates. The Company's exposure to the risk of changes in foreign exchange rates relatesprimarily 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 framework based on risk perception of themanagement
Series B2 Foreign Currency Convertible Bonds are redeemable and have matured on October 27, 2022. The leadsecured lender has, however, informed the Company that till the entire outstanding Secured debt of the Securedlenders is fully paid off, no other creditor including Series B2 Bondholders, which rank sub-ordinate to the securedcreditors, can be paid in priority. Hence, the Company could not redeem Series B2 Bonds on its maturity
The Company invests on upgradation of its tower assets which includes purchases of A class items like Batterybanks, Diesel Generators, SMPS and other electrical items. The prices of these items fluctuate based on the pricesof its raw material.
In case of battery bank the Lead price is based on LME rate (London Metal Exchange), with any variation in the LMErates, the manufacturing price of battery also gets impacted.
Further, Company consumes Diesel and Electricity for running its tower sites. These rates for Diesel and Electricityfluctuate based on central & state policies and geo political situations. Company has entered into contracts withthe Customers for recovery of Diesel and Electricity Expenses. These contracts are linked with actual Diesel andElectricity Rates thus resulting in natural hedging.
Commodity price risk is managed by effective risk management framework with help of Company's Supply ChainManagement Team and Central Purchasing Committee based on risk perception.
Credit risk refers to the risk of default of obligations by the counterparty resulting in a financial loss. The Company isexposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, includingdeposits with banks and investments in mutual funds.
The Company periodically assesses the financial reliability of its customers, taking into account the current economictrend, business challenges, historic trend of payments, bad debts & ageing of accounts receivables. The Companyprovides Passive Telecom Infrastructure to Telecom Operators in India. During previous few years, all telecom companiesfaced increased pressure on earnings and financing fronts, which in turn adversely impacted financing and fund-raisingplans of tower companies.
The Company lost substantial number of tenancies in last decade, due to various events which were beyond managementcontrol, such as shutdown/exit of major telecom operators including Aircel Group, Reliance Communications and TataTeleservices, Business combination of Vodafone & Idea (VIL), Telenor & Airtel, etc. The Company believes that it hasbinding long term contractual lock in arrangements with Aircel/other customers and accordingly, continues to pursueits claim of approx. ' 15,41,651 Lakhs arising out these developments. One of the customers, is not paying its monthlyinvoices raised by the Company on time and delaying the same by Two-Three months. Even after continuous follow¬up, apart from making delayed payment, some of the customers are unilaterally making deductions. Additionally, dueto long pending overdue and uncertainty in collection the Company has already initiated the arbitration and recoveryproceedings against the defaulting customer. Change in energy billing methodology from fixed to actuals has taken placefor two of the the operators.
The Company, as a part of its risk management plan, has proactively taken various measures including negotiations,legal measures to recover its dues from defaulting operator, receivables from one of the leading customer has reducedfrom 4 months to 2.4 months. The Company is taking measures to ensure smooth operations and contracted networktime for customers which would enable the Company to keep the credit risk at moderate level. The Company has alsoobtained security deposits from its customers which in turn mitigate the credit risk to that extent.
For trade receivables Company applies 'simplified approach' which requires expected lifetime losses to be recognisedfrom initial recognition of the receivables. The Company uses historical default rates to determine impairment loss onthe portfolio of trade receivables. At every reporting date these historical default rates are reviewed and changes inthe forward looking estimates are analyzed. The Company fully provides for receivables outstanding for over 6 monthsunless collection is assured . In certain cases, it also makes provisions for receivables outstanding for less than 6 monthsbased on its estimates.
Financial instruments and Bank deposits
The Company considers factors such as track record, size of the institution, market reputation and service standardsto select the banks with which its balances and deposits are maintained. Pursuant to the Hon'ble Supreme Court orderdated May 13, 2024 an amount of ' 44,000 lakhs is to be earmarked. The Company does not maintain significant cashand deposit balances other than those required for its day-to-day operations, OTS / restructuring and contingencies.
Liquidity risk is that the company will not be able to settle or meet its obligation on time or at reasonable price. Company'sprincipal sources of liquidity are cash flows generated from its operations including deposits and advances received fromcustomers as a part of its contractual terms. In view of telecom sector developments affecting the Company, varioussteps have been initiated by the Company to ensure that liquidity risk remains at low level.
The Company lost substantial number of tenancies in last decade, due to various events which were beyond managementcontrol, such as shutdown / exit of major telecom customers including Aircel Group, Reliance Communications and TataTele, Business combination of Vodafone & Idea (VIL), Telenor & Airtel, etc. The Company believes that it has bindinglong term contractual lock in arrangements with Aircel/other operators and accordingly, continues to pursue its claimof approximately ' 15,41,651 Lakhs arising out these developments. One of the Customers, is not paying its monthlyinvoices raised by the Company on time and delaying the same by Two/Three months. Even after continuous follow¬up, apart from making delayed payment, some of the customers are unilaterally making deductions. Additionally, OtherCustomer has long pending overdue and there is uncertainty in collection. The Company has already initiated thearbitration and recovery proceedings against the defaulting customer.
The Company, in these circumstances, has proactively taken various steps to ensure smooth operations and contractednetwork uptime for its existing customers, namely VIL, Reliance Jio, Bharti Airtel, BSNL etc. These steps include reductionin fixed/semi variable costs including wages, electricity and diesel charges, operations and maintenance charges,ground rent, terminating non-paying site after following contractual process, initiating arbitration for recovery of duesetc. Further, the Company is in the process of re-negotiating its arrangements with existing vendors These steps areexpected to enable the Company to remain EBITDA positive.
One of the secured lenders had filed an appeal before the Hon'ble National Company Law Appellate Tribunal, MumbaiBench (“NCLAT”) against dismissal of its Corporate Insolvency Resolution Process (CIRP) petition by National Company
For the purpose of the Company's capital management, capital includes issued equity capital, mandatorily convertible foreigncurrency bonds, securities premium, all other equity reserves attributable to the equity holders of the Company. The primaryobjective of the Company's capital management is to ensure continuity of the operating activities of the Company.
The Company manages its capital structure in light of changes in the requirements of the financial covenants. The fundingrequirement 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 itmeets 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 31,2025.
• 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 foreignentities (Intermediaries) with the understanding that the Intermediary shall: (a) Directly or indirectly lend or invest in otherpersons 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 theunderstanding (whether recorded in writing or otherwise) that the (a) directly or indirectly lend or invest in other personsor entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or (b) Provideany 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 ordisclosed 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 BenamiTransactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.
• The Company is not declared willful defaulter by any bank or financial institution or other lender.
56. The management and authorities have the power to amend Financial Statements in accordance with section 130 and 131 ofCompanies Act, 2013.
The Company has from time to time informed about various developments in Indian Telecom Sector, which were beyond thecontrol of the Company and the management. The first set of issues included the landmark judgement of the Hon'ble SupremeCourt cancelling 122 2G telecom licenses in February 2012 (including licenses of Uninor, Videocon, Etisalat, Idea and Tata), theVodafone Tax issues, the 3G auctions and the unsustainable debt accumulated by the telecom companies. All these factors ledto mass exits of operators and significant scale down by the remaining. As a result, majority of the Company's telecom sitesturned into single tenant sites.
Thereafter, the year 2017-18 has seen unprecedented shutting down of some of the major telecom operators such as AircelGroup (then largest customer of the Company), Tata Teleservices, Reliance Communication, Shyam Sistema (merged withReliance Communication) and Telenor (merged with Airtel). These events were beyond the control of the management. Thetable below, clearly highlights the impact of tenancy loss the Company has faced over the last decade, despite having longterm binding contracts with telecom operators:
Resultantly, these operators abandoned tower sites of the Company making more than 14,000 towers sites unoccupied,which was more than 50% of the total tower portfolio. These discontinuing operators did not make any payment of theircontractual dues to the Company, including rent payable to landlords, statutory dues such as property tax, NA tax, local bodytax, 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 suchunoccupied towers without any revenue.
This led to reduction in the revenue and a sharp decline in the Company's EBITDA, plummeting from over ' 1,10,000 Lakhs atits peak to less than ' 20,000 Lakhs, resulted in erosion of Company's net worth and necessitating provision for impairmentof 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, themajority of then lenders of the Company chose to assign their respective debts in favor of Edelweiss Asset ReconstructionCompany Limited (“EARC”). The Company believed that once the assignment was completed, the debt would be restructuredto sustainable levels in a timely manner and accordingly, the Company presented multiple Resolution Plans starting fromApril 2018 for consideration of lenders' consortium updating such plans from time to time after taking into account variousdevelopments in telecom sector affecting the business of the Company.
However, for reasons best known to the lenders, the said Resolution Plans submitted by the Company were never consideredby the lenders and also few lenders elected not to assign their respective debts to EARC. Further, a Techno-Economic Viabilitystudy for better understanding of the realistic sustainable debt was not carried out.
Additionally, the Company has received notices of recall of loans from the lenders claiming alleged default in terms of MasterRestructuring Agreement dated December 31,2011. The Company has strongly refuted the claims as lenders were fully awarethat post ARC sale it was essential to restructure. In the meantime, lenders also liquidated shares pledged with them, therebyappropriating ' 3,401 Lakhs towards borrowings. The above events cast significant doubt on the Company's ability to continueas a Going Concern.
Despite the above developments, there are following positive developments in telecom sector, which will lead to stabilizingtelecom sector:
1. Government of India has introduced new telecom policy that is expected to reform and simplify the regulatory andlicensing regime for telecommunications, even as it removes bottlenecks in creating telecom infrastructure, protects
users, and provides a four-tiered structure for dispute resolution. Additionally in December 2024, the Departmentof Telecommunication (“DoT”) extended its support to the telecom industry by dispensing with the requirement ofbank guarantee to be submitted for spectrum auctions held prior to the Telecom Reform package 2021 with certainconditions.
2. In March 2025, Vodafone Idea Limited (“VIL”) announced that the Government of India has decided to convert a part oftheir outstanding spectrum auction dues, including deferred dues repayable after expiry of the moratorium period intoequity shares to be issued to the Government. Further, VIL in its recent press release announced launch of its 5G servicesin Mumbai, Chandigarh and Patna and their plans to roll out in Delhi and Bangalore. During last year, VIL raised equity of' 26,00,000 lakhs including ' 18,00,000 lakhs from the largest FPO in India, promoter infusion of ' 4,00,000 lakhs andconversion / equity issuance to key vendors of approx. ' 4,00,000 lakhs.
3. Bharti Airtel Limited and Reliance Jio Infocomm Limited continue to roll out new sites to penetrate their 5G network.
4. Hike in mobile call and data tariffs by telecom operators thereby increase in Average Revenue Per User (ARPU).
The above are clear indicators of an opportunity for Tower Co's in India, as many new locations will be required for capacityexpansion and greenfield coverage across Pan India circles. In light of the same, the management of the Company believesthat the aforementioned events in telecom sector are positive developments which will lead to increased demand for itstowers and thereby increase in the revenue and EBITDA levels. The Company has already mapped its sites for proposed 4G/5Groll out by its customer.
Further, the Hon'ble National Company Law Tribunal, Mumbai Bench (“NCLT”) vide its order dated November 18, 2022 hasdismissed petition filed by one of the secured lenders for initiation of Corporate Insolvency Resolution Process (“CIRP”) underSection 7 of the Insolvency & Bankruptcy Code, 2016 (“IBC”). The Hon'ble NCLT observed in its order that the business of theCompany is sustainable, it is viable going concern under its current management and overall financial health of the Companyis not bad enough to be admitted under CIRP. Presently, the National Company Law Appellate Tribunal has remanded back thematter to NCLT for hearing afresh and the said matter is pending for hearing.
In addition to the above, various resource optimization initiatives undertaken by the Company can lead to stabilization andrevival. The Company is also regular in payment of statutory dues, taxes, employee dues etc. Further, the Company continuesto pursue contractual claims of approx. ' 15,41,651 Lakhs from various customers in respect of premature exits by them inthe lock in period and OTS/debt restructuring by lenders. During the year ended March 31,2025, the Company paid ' 13,059lakhs to its lenders including upfront amount for considering the OTS/ Restructuring proposal to lenders. Considering abovefacts, the Company does not have any intention to discontinue its operations or liquidate its operating assets, the Companycontinues to prepare the books of account on Going Concern basis.
As stated in note no. 57, the Company and the telecom sector as a whole, suffered a series of setbacks and existentialchallenges over last decade. All these factors, which were beyond the control of the management and the Company, led toeither closing down of operations by telecom operators or consolidation among other telecom operator. Resultantly, despitehaving long term contracts with the telecom operators, the Company lost around 68,276 tenancies since 2012 from suchdiscontinuing telecom operator.
The discontinuing operators abandoned tower sites of the Company making more than 14,000 towers sites unoccupied, whichwas more than 50% of the total tower portfolio. Post abandonment of these towers, the discontinuing operators didn't makepayment of their contractual dues including rent payable to landlords, statutory dues, employees' dues and vendors' claimsetc., many of which are pass through payments for the Company. As a result, the Company was saddled with substantialcosts and liabilities including rents, vendors' claims and statutory dues on such unoccupied towers without any revenue. TheCompany has already litigated with such discontinued operators to recover its contractual dues, which are amounting to morethan ' 15,41,651 Lakhs.
The Company, on monthly basis, has been requesting EARC being Monitoring Institution to allow payments due to the landlordsof the unoccupied sites, the same is yet to be approved by EARC. The Company had also attempted to salvage unoccupiedtower sites and accordingly resolution plans submitted by the Company included payment of rent to landowners, settlementto vendors and employees. However, none of the resolution plans were considered by the lenders till date.
Due to non-receipt of the rental amounts, the disgruntled landowners have sent legal notices and filed various cases includingcriminal cases against the Company and its officials. Moreover, many of the landowners blocked access to our Company'semployees to the sites. Exploiting such situations, unknown miscreants / disgruntled landowners have also resorted tounauthorized dismantling / theft of towers and equipment's attached thereto.
During the year ended March 31,2025, 363 sites (Previous Year 903 sites) got dismantled out of the above unoccupied sites.This has resulted into a loss (net off WDV of useful items taken to stores) of ' 242 Lakhs for the year ended March 31,2025(Previous year ' 641 Lakhs) which is included in other expenses in the Financial Statements.
To mitigate the risk of dismantling and in order to protect its assets from such miscreants, the Company has already initiatedvarious steps which includes carrying out additional surveys, discussion with landowners, legal actions against suchmiscreants, recovering site material, lodging of police complaints / FIR and insurance claim etc. Additionally, the Company hasproactively implemented Tower Vigilance Teams (TVT) in areas prone to theft to prevent the dismantling and theft of towers andtower materials. This strategic deployment of TVT has yielded significant positive outcomes, with the Company successfullycurbing a high number of tower theft incidents. In few cases, thieves have been arrested by the police before unauthorizeddismantling and theft of towers / material. However, the risk of unauthorized dismantling and theft of towers and materialpersists until the comprehensive resolution of unpaid liabilities on unoccupied towers is achieved.
59. The figures for the corresponding previous year have been regrouped/rearranged wherever necessary, to make themcomparable.
60. These financial statements have been approved for issue by the Board of Directors at their meeting held on May 08, 2025.
As per our report of even date For and on behalf of the Board of Directors
For CVK & Associates Vikas Arora Charudatta Naik
Chartered Accountants Whole Time Director Chairman
Firm Regd. No. 101745W DIN-09785527 DIN: 00225472
Shriniwas Y. Joshi Bhupendra Kiny
Partner Chief Financial Officer
Membership No: 032523
Nitesh Mhatre
Mumbai Company Secretary
Date: May 08, 2025 Membership No:A18487