We have audited the accompanying financial statements of
GTL Limited (“the Company”), which comprise the Balance
Sheet as at March 31,2025, the Statement of Profit and Loss
(including other comprehensive income), the Statement of
Changes in Equity and the Statement of Cash Flows for the
year ended on that date, notes to the financial statements
and a summary of material accounting policies and other
explanatory information (hereinafter referred to as “the
financial statements”).

In our opinion and to the best of our information and
according to the explanations given to us, except for the
effect of matters prescribed in the basis for qualified
opinion section of our report, the aforesaid financial
statements give the information required by the Companies
Act, 2013 (“the Act”) in the manner so required and give a
true and fair view in conformity with the Indian Accounting
Standards prescribed under section 133 of the Act read
with the Companies (Indian Accounting Standards) Rules,
2015, as amended, (“Ind AS”) and other accounting
principles generally accepted in India, of the state of affairs
of the Company as at March 31,2025, the loss and other
comprehensive income, changes in equity and its cash
flows for the year ended on that date.

Basis for Qualified Opinion

As mentioned in Note No. 32.1 to the Statement, the Company
has neither paid nor provided interest on its borrowings
during the financial year. Had such interest been recognized,
the finance cost and interest liability for the year ended
March 31, 2025 would have been more by ' 383.44 Crore.
Consequently, the reported loss after Other Comprehensive
Income by the Company for the year ended March 31,2025
would have been ' 391.40 Crore. The Earnings per Share
(EPS) would have been negative ' 24.91.

We conducted our audit of the financial statements in
accordance with the Standards on Auditing (SAs) specified
under section 143(10) of the Companies Act, 2013 (“the
Act”). Our responsibilities under those Standards are further
described in the Auditor's Responsibilities for the Audit
of the Financial Statements section of our report. We are
independent of the Company in accordance with the Code
of Ethics issued by the Institute of Chartered Accountants of
India (“the ICAI”) together with the ethical / independence
requirements that are relevant to our audit of the financial
statements under the provisions of the Companies Act, 2013
and the Rules thereunder, and we have fulfilled our other
ethical responsibilities in accordance with these requirements

and the ICAI's Code of Ethics. We believe that the audit
evidence we have obtained is sufficient and appropriate to
provide a basis for our modified audit opinion on the financial
statements.

Material Uncertainty relating to Going Concern

We draw attention to the following note to the accompanying
financial statements-

Note no. 49 which inter-alia states that, the net worth of
the Company has been eroded and the company's current
liabilities are higher than its current assets as at March
31, 2025. The above conditions indicate the existence of
material uncertainty that casts significant doubt about
the company's ability to continue as a going concern.
However, the financial results of the Company have been
prepared on going concern basis for the reasons stated
in the said note - The petition filed by one of the lenders
is pending before National Company Law Tribunal (NCLT)
and also, as against the 'in-principle' approval for the OTS
communicated by the Monitoring Institution and individual
sanctions, the Company has funded the Escrow Account
maintained for the said purpose and settled the dues of
nine original secured lenders (including the three settled
during the current quarter), besides entering into Upside
Sharing Agreement with seven of them for sharing 75%
of the net recovery amount of Arbitration Proceedings,
amongst the lenders in the agreed proportion and the
Company is awaiting the outcome of the Arbitration
proceedings and also the OTS sanctions from the rest of
the lenders along with the resolution of NCLT and Debt
Recovery Tribunal (DRT) related issues.

Our opinion is not modified in respect of the above matter.

Emphasis of Matter

We draw attention to the following note to the accompanying
financial statements-

We invite attention to the note no. 47 which inter-alia states
that, with regards to the investigation carried out by the
Central Bureau of Investigation of India (CBI), Directorate
of Enforcement (ED) and Serious Fraud Investigation Office
(SFIO) and the same is currently underway.

Our opinion is not modified in respect of the above matter.

Key Audit Matters

Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the
financial statements of the current period. These matters
were addressed in the context of our audit of the financial
statements as a whole, in forming our opinion thereon, and we
do not provide a separate opinion on these matters. We have
determined the matters described below to be the key audit
matters to be communicated in our report.

Other matter

As at March 31,2025, balance Confirmations, with respect to
Bank Loan including interest accrued and Balance in Escrow
Account, Bank Guarantee, Bank Current Account and Fixed
Deposits aggregating to ' 3580.04 Crore, have not been
received.

Our opinion is not modified in respect of the above matter.

Information Other than the Financial Statements and
Auditor’s Report thereon

The Company's Board of Directors is responsible for the
preparation of the other information. The other information
comprises the information included in the Management
Discussion and Analysis, Board's Report including Annexures
to Board's Report, Business Responsibility Report, Corporate
Governance and Shareholder's Information, but does not include
the financial statements and our auditor's report thereon.

Our opinion on the financial statements does not cover the
other information and we do not express any form of assurance
conclusion thereon.

In connection with our audit of the financial statements, our
responsibility is to read the other information identified above
when it becomes available and, in doing so, consider whether
the other information is materially inconsistent with the financial
statements or our knowledge obtained during the course of our
audit or otherwise appears to be materially misstated.

When we read other information, if we conclude that there is a
material misstatement therein, we are required to communicate
the matter to those charged with governance and describe
actions applicable in the applicable laws and regulations. We
have nothing to report in this regard.

Responsibilities of Management and Those Charged with
Governance for the Financial Statements

The Company's Board of Directors is responsible for the
matters stated in section 134(5) of the Act with respect to
the preparation of these financial statements that give a true
and fair view of the financial position, financial performance,
total comprehensive income, changes in equity and cash
flows of the Company in accordance with the Ind AS and
other accounting principles generally accepted in India.
This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of
the Act for safeguarding the assets of the Company and for
preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting policies;
making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of
adequate internal financial controls, that were operating
effectively for ensuring the accuracy and completeness
of the accounting records, relevant to the preparation and
presentation of the financial statements that give a true and
fair view and are free from material misstatement, whether
due to fraud or error.

In preparing the financial statements, management is
responsible for assessing the Company's ability to continue
as a going concern, disclosing, as applicable, matters related
to going concern and using the going concern basis of
accounting unless management either intends to liquidate the
Company or to cease operations, or has no realistic alternative
but to do so.

The Board of Directors are responsible for overseeing the
Company's financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial
Statements

Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to
issue an auditor's report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with SAs will always
detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on
the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional skepticism
throughout the audit. We also:

• Identify and assess the risks of material misstatement
of the financial statements, whether due to fraud
or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis
for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or
the override of internal control.

• Obtain an understanding of internal financial controls
relevant to the audit in order to design audit procedures
that are appropriate in the circumstances. Under section
143(3)(i) of the Act, we are also responsible for expressing
our opinion on whether the Company has adequate
internal financial controls system in place and the
operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and
related disclosures made by the Board of Directors.

• Conclude on the appropriateness of management's use of
the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast
significant doubt on the Company's ability to continue as a
going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor's

report to the related disclosures in the financial statements
or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence
obtained up to the date of our auditor's report. However,
future events or conditions may cause the Company to
cease to continue as a going concern.

• Evaluate the overall presentation, structure and content
of the financial statements, including the disclosures, and
whether the financial statements represent the underlying
transactions and events in a manner that achieves fair
presentation.

Materiality is the magnitude of misstatements in the financial
statements that, individually or in aggregate, makes it probable
that the economic decisions of a reasonably knowledgeable
user of the financial statements may be influenced. We consider
quantitative materiality and qualitative factors in (i) planning the
scope of our audit work and in evaluating the results of our work;
and (ii) to evaluate the effect of any identified misstatements in
the financial statements.

We communicate with those charged with governance
regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including
any significant deficiencies in internal control that we identify
during our audit.

We also provide those charged with governance with a statement
that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought
to bear on our independence, and where applicable, related
safeguards.

From the matters communicated with those charged with
governance, we determine those matters that were of most
significance in the audit of the financial statements of the
current period and are therefore the key audit matters. We
describe these matters in our auditor's report unless law or
regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that
a matter should not be communicated in our report because
the adverse consequences of doing so would reasonably
be expected to outweigh the public interest benefits of such
communication.

Report on Other Legal and Regulatory Requirements

I. As required by the Companies (Auditor's Report) Order,
2020 (“the Order”) issued by the Central Government
of India in terms of sub-section (11) of section 143 of
the Act, we give in the “Annexure A”, a statement on the
matters specified in paragraphs 3 and 4 of the Order to
the extent applicable.

II. As required by Section 143 (3) of the Act, we report that:

a) We have sought and obtained all the information and
explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required
by law have been kept by the Company so far as it
appears from our examination of those books.

c) The reports on the accounts of the branch offices of
the Company have not been audited under Section
143(8) of the Act by branch auditor. Accounts of the
branch are management certified and have been
appropriately dealt with by us in preparing this
report. (Refer Point (a) of Other Matter paragraph
above)

d) The Balance Sheet, the Statement of Profit and Loss
including (other comprehensive income), the Cash
Flow Statement and Statement of Changes in Equity
dealt with by this Report are in agreement with the
books of account.

e) I n our opinion, the aforesaid Financial Statements
comply with the Ind AS specified under Section 133
of the Act, read with Rule 3 of the Companies (Indian
Accounting Standards) Rules, 2015.

f) On the basis of the written representations received
from the directors as on March 31, 2025 taken
on record by the Board of Directors, none of the
directors is disqualified as on March 31,2025 from
being appointed as a director in terms of Section
164 (2) of the Act.

g) With respect to the adequacy of the internal
financial controls over financial reporting of the
Company and the operating effectiveness of such
controls, refer to our separate Report in “Annexure
B” to this report.

h) With respect to the other matters to be included in
the Auditor's Report under section 197(16) of the
Act:

In our opinion and according to the information and
explanation given to us, the remuneration paid by
the Company to its directors during the current year
is in accordance with the provision of section 197 of
the Act.

i) With respect to the other matters to be included in
the Auditor's Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014, in
our opinion and to the best of our information and
according to the explanations given to us:

i. The Company has disclosed the impact of
pending litigations on its financial position in its
Financial Statements - Refer Note No. 39.C.1
to the Financial Statements.

ii. The Company does not have any long - term
contracts including derivative contracts for
which there are any material foreseeable
losses.

or invest in other persons or entities
identified in any manner whatsoever
by or on behalf of the Funding Party
(“Ultimate Beneficiaries”) or provide any
guarantee, security or the like on behalf
of the Ultimate Beneficiaries; and

c) based on audit procedures that have been
considered reasonable and appropriate
in the circumstances, nothing has come
to our notice that has caused us to
believe that the representations under
sub-clause (i) and (ii) of Rule 11(e), as
provided under (a) and (b) above, contain
any material mis-statement.

v. The Company has not declared or paid dividend
during the year. Hence, this clause is not applicable.

vi. Based on our examination which included test
checks, the Company has used an accounting
software for maintaining its books of account which
has a feature of recording audit trail (edit log) facility
and the same has operated throughout the year for
all relevant transactions recorded in the software.
Further, during the course of our audit, we did not
come across any instance of audit trail feature being
tampered with. Additionally, the audit trail has been
preserved by the Company as per the statutory
requirements for record retention.

For GDA & Associates

Chartered Accountants

Firm Registration Number: 135780W

Akshay D. Maru

Partner

Membership No: 150213

UDIN : 25150213BMSCBD7945

Place : Mumbai

Date : May 07, 2025