2.8. Provisions, Contingent Liabilities, Contingent Assets and Commitments
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event. It is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. If the effect of the time value of money is material, provisions are discounted using equivalent period government securities interest rate. Unwinding of the discount is recognised in the statement of profit and loss as a finance cost. Provisions are reviewed at each balance sheet date and are adjusted to reflect the current best estimate.
Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made. Information on contingent liability is disclosed in the Notes to the Financial Statements. Contingent assets are not recognised. However, when the realisation of income is virtually certain, then the related asset is no longer a contingent asset, but it is recognised as an asset.
2.9. Fair value measurement
“The Company measures financial instruments at fair value at each balance sheet date.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
a) In the principal market for the asset or liability, or
b) I n the absence of a principal market, in the most advantageous market for the asset or liability.
A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.
The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy.
2.10. Revenue recognition
The Company's revenue primarily consists of revenue for use of infrastructure facilities on individual / sharing basis and energy revenue for the provision of energy for operations 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 and when services are rendered, on a monthly basis as per the contractual terms under agreements entered with customers. The Company has ascertained that the revenue for use of infrastructure facilities is structured to increase in line with expected inflationary increase in cost of the Company and hence, not straight-lined.
Effective April 1,2018, the Company has applied Ind AS 115 “Revenue from Contracts with Customers” which establishes a comprehensive framework to depict timing and amount of revenue to be recognised. The Company has adopted IND AS 115 using cumulative effect method, where any effect arising upon application of this standard is recognised as at the date of initial application i.e., April 1, 2018. Company's revenue for provision of energy for operation of sites is governed by Ind AS 115; Company's revenue from use of infrastructure facilities, which is covered in leases is specifically excluded from the Scope of Ind AS 115.
Energy revenue is recognized over the period on a monthly basis upon satisfaction of performance obligation as per contracts with the customers. The transaction price is the consideration received from customers based on prices agreed as per the contract with the customers. The determination of standalone selling prices is not required as the transaction prices are stated in the contract based on the identified performance obligation.
The Company provides sharing benefits to its customers based on slab defined in the revenue contracts. Contract also contains clause on Service Level Agreements (SLAs)
penalty/rewards, dependent upon the achievement of network uptime level as mentioned in the contract. The Company estimates SLA penalty/rewards at each month end and considers the impact of the same in the revenue. Revenues in excess of invoicing are classified as contract assets (referred as unbilled revenue) while invoicing in excess of revenues are classified as contract liabilities (referred as unearned revenue).
Revenue from reimbursement of property tax is recognized over the period on a monthly basis upon satisfaction of performance obligation as per contracts with the customers. The transaction price is the consideration received from customers based on prices agreed as per the contract with the customers.
Interest income
Interest Income from financial assets is recognised when it is probable that the economic benefit will flow to the Company and the amount of income can be measured reliably. Interest income is accrued on time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount on initial recognition.
Dividends
Income from dividends is recognised when the Company's right to receive the dividend has been established.
Insurance Claims
Insurance Claims for loss of material are accounted upon receipt of the same.
2.11. Leases
Leases are classified as finance lease whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.
i. Company as a lessee Operating lease:
Effective April 1, 2019, the Company has adopted Ind AS- 116 “Leases” under modified retrospective approach without adjustment of comparatives and has considered a Right of Use (ROU) Assets and corresponding lease liabilities.
The Company recognizes right-of-use asset representing its right to use the underlying asset for the lease term at the lease commencement date. The cost of the right-of-use asset measured at inception shall comprise of the amount of the initial measurement of the lease liability adjusted for any lease payments made at or before the commencement date less any lease incentives received, plus any initial direct costs incurred. The right-of-use assets is subsequently measured at cost less any accumulated depreciation, accumulated impairment losses, if any and adjusted for any remeasurement of the lease liability. The right- of-use asset is depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of the underlying asset. Right-of-use assets are tested for impairment whenever there is any indication that their carrying amounts may not be recoverable. Impairment loss, if any, is recognised in the statement of profit and loss.
The Company measures the lease liability at the present value of the lease payments that are not paid at the commencement date of the lease. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined. If that rate cannot be readily determined, the Company uses incremental borrowing rate. For leases with reasonably similar characteristics, the Company may adopt the incremental borrowing rate for the entire portfolio of leases as a whole. The lease payments shall include fixed payments, variable lease payments, residual value guarantees, exercise price of a purchase option where the Company is reasonably certain to exercise that option and payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease. The lease liability is subsequently remeasured by increasing the carrying amount to reflect interest on the lease liability, reducing the carrying amount to reflect the lease payments made and remeasuring the carrying amount to reflect any reassessment or lease modifications or to reflect revised in-substance fixed lease payments.
For lease renewals previously classified as short¬ term leases, the commencement date is established as the first day of the month in which the renewal payment is processed. Any incremental rent paid during the renewal, for the period when it was considered a short-term lease, is expensed in the month when the rent payment occurs.
The Company recognises the amount of the remeasurement of lease liability as an adjustment to the right-of-use asset. Where the carrying amount of the right-of-use asset is reduced to zero and there is a further reduction in the measurement of the lease liability, the Company recognizes any remaining amount of the re-measurement in statement of profit and loss. The Company elects not to apply the requirements of Ind AS 116 to short term leases or the leases for which the underlying asset is of low value. The lease payments associated with these leases are recognised as expense on either a straight-line basis over lease term or another systematic basis. The Company has opted to recognize the asset retirement obligation liability as part of the cost of an item of property, plant and equipment in accordance with Ind As 16.
ii. Company as a lessor Operating lease:
Rental income from operating lease is recognised on a straight-line basis over the lease term unless payments to the Company are structured to increase in line with expected general inflation to compensate for the Company's expected increase in inflationary cost; such increases are recognised in the year in which such benefits accrue. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised over the lease term on the same basis as the lease income.
2.12. Employee benefits
Short Term Employee Benefits
The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services
rendered by the employees are recognised as an expense during the year when the employees render the services. Post-Employment Benefits Defined Contribution Plan
A defined contribution plan is a post-employment benefit plan under which the Company pays specified contributions to a separate entity. The Company makes specified monthly contributions towards Provident Fund, Pension Scheme. The Company's contribution is recognised as an expense in the Profit and Loss Statement during the period in which the 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 Unit Credit Method and spread over the period during which the benefit is expected to be derived from employees 'services. Re-measurement of defined benefit plans in respect of post-employment benefits are charged to the other Comprehensive Income.
2.13. Foreign currency transactions
Transactions in foreign currencies are recorded at the exchange rate prevailing on the date of transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency closing rates of exchange at the reporting date.
Exchange differences arising on settlement or translation of monetary items are recognised in profit or loss Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the transactions.
2.14. Borrowing Costs
Borrowing Costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the asset. All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. Interest income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation. Borrowing cost also includes exchange differences to the extent regarded as an adjustment to the borrowing costs.
2.15. Taxes
Tax expense represents the sum of current tax (including income tax for earlier years) and deferred tax. Tax is recognised in the statement of profit and loss, except to the extent that it relates to items recognised directly in equity or other comprehensive income, in such cases the tax is also recognised directly in equity or in other comprehensive income. Any subsequent change in direct tax on items initially recognised in equity or other comprehensive income is also recognised in equity or other comprehensive income.
Current tax provision is computed for income calculated after considering allowances and exemptions under the provisions of the applicable Income Tax Laws. Current tax assets and current tax liabilities are off set, and presented as net. Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the balance sheet and the corresponding tax bases used in the computation of taxable
profit. Deferred tax liabilities are generally recognised for all taxable temporary differences, and deferred tax assets are generally recognised for all deductible temporary differences, carry forward tax losses and allowances to the extent that it is probable that future taxable profits will be available against which those deductible temporary differences, carry forward tax losses and allowances can be utilised. Deferred tax assets and liabilities are measured at the applicable tax rates. The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available against which the temporary differences can be utilised.
2.16. Earnings per share
The earnings considered in ascertaining the Company's Earnings Per Share (EPS) is the net profit/ (loss) after tax. The number of shares used in computing basic EPS is the weighted average number of shares outstanding during the period/year. The diluted EPS is calculated on the same basis as basic EPS, after adjusting for the effects of potential dilutive equity shares unless the effect of the potential dilutive equity shares is anti-dilutive.
2.17. Current and Non-Current Classification
“The Company presents assets and liabilities in statement of financial position based on current/non-current classification.
The Company has presented non-current assets and current assets before equity, non-current liabilities and current liabilities in accordance with Schedule III, Division II of Companies Act, 2013 notified by Ministry of Corporate Affairs (MCA).”
“An asset is classified as current when it is:
a) Expected to be realised or intended to be sold or consumed in normal operating cycle,
b) Held primarily for the purpose of trading,
c) Expected to be realised within twelve months after the reporting period, or
d) Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve 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,
b) Held primarily for the purpose of trading,
c) Due to be settled within twelve months after the reporting period, or
d) There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.
All other liabilities are classified as non-current.”
The operating cycle is the time between the acquisition of assets for processing and their realisation in cash or cash equivalents. Deferred tax assets and liabilities are classified as non-current assets and liabilities. The Company has identified twelve months as its operating cycle.
2(B) Significant accounting judgements, estimates and assumptions
The preparation of the Company's financial statements requires management to make judgement, estimates and assumptions that affect the reported amount of revenue, expenses, assets and liabilities and the accompanying disclosures. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.
a) Operating Lease
1. As Lessor
The Company has assessed that its master service agreement (“MSA”) with operators contains lease of its tower sites and plant and equipment and has determined, based on evaluation of the terms and conditions of the arrangements such as various lessees sharing the same tower sites with specific area, the fair value of the asset and all the significant risks and rewards of ownership of these properties retained by the Company, that such contracts are in the nature of operating lease and has accounted for as such.
The Company has ascertained that the annual escalations in the lease payment received under the MSA are structured to compensate the expected inflationary increase in cost and therefore has not been straight-lined.
2. As Lessee
The Company has assessed that agreements entered with the landlords contain lease of the underlying space based on evaluation of terms and conditions of the contracts with landlords and are accounted for as such under Ind AS 116
b) Revenue Recognition
The Company's revenue primarily consists of revenue for use of infrastructure facilities (Rentals) and energy revenue for the provision of energy for operations of sites. Rentals are not covered within the scope of Ind AS 115, hence identification of distinct performance obligation within Ind AS 115 do not involve significant judgement.
Judgement is required to determine the transaction price for the contract. The transaction price could be either a fixed amount of customer consideration or variable consideration with elements such as discounts, service level credits, etc. The estimated amount of variable consideration is adjusted in the transaction price only to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur and is reassessed at the end of each reporting period. The Company provides sharing benefits to its customers based on slab defined in the revenue contracts. Contract also contains clause on Service Level Agreements (SLAs) benefits/penalties dependent upon achievement of network uptime level as mentioned in the contract.
These benefits/SLA penalties are called variable consideration. There is no additional impact of variable consideration as per Ind AS 115 since maximum benefit is already being given to customer and the same is deducted from revenue. There is no additional impact of SLA as the Company already estimates SLA penalty amount and the same is provided for at each month end. This SLA is presented as net off with revenue in the Statement of profit and loss.
c) Depreciation and useful lives of property plant and equipment
Property, plant and equipment are depreciated over the estimated useful lives of the assets, after taking into account their estimated residual value. Management reviews the estimated useful lives and residual values of the assets annually in order to determine the amount
of depreciation to be recorded during any reporting period. The useful lives and residual values are based on the Company's historical experience with similar assets and take into account anticipated technological changes. The depreciation for future periods is adjusted if there are significant changes from previous estimates.
d) Recoverability of trade receivable:
Judgements are required in assessing the recoverability of trade receivables and determining whether a provision against those receivables is required. Factors considered in assessing the recoverability of trade receivables include the credit rating of the counterparty, the amount and timing of anticipated future payments and any possible actions that can be taken to mitigate the risk of non-payment.
e) Provisions:
Provisions and liabilities are recognized in the period when it becomes probable that there will be a future outflow of funds resulting from past operations or events and the amount of cash outflow can be reliably estimated. The timing of recognition and quantification of the liability require the application of judgement to existing facts and circumstances, which can be subject to change. Since the cash outflows can take in the future years, the carrying amounts of provisions and liabilities are reviewed regularly and adjusted to take account of changing facts and circumstances.
f) Impairment of non-financial assets including investment property:
The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset's recoverable amount. An asset's recoverable amount is the higher of an asset's or CGU's fair value less costs of disposal and its value in use. It is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or a groups of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.
I n assessing value in use, the estimated future cash flows are discounted to their present value using pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken into account, if no such transactions can be identified, an appropriate valuation methodology is used.
g) Impairment of financial assets
The impairment provisions for financial assets are based on assumptions about risk of default and expected cash loss. The Company uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on Company's past history, existing market conditions as well as forward looking estimates at the end of each reporting period.
h) Defined benefit plans (gratuity benefits)
The cost of the defined benefit gratuity plan and other post-employment benefits and the present value of the gratuity obligation are determined using actuarial valuations.An actuarial valuation involves making various
assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.
i) Fair value measurement of financial instruments
When the fair value of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the Discounted Cash Flow (DCF) model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments.
j) Taxes
Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based on the likely timing and the level of future taxable income together with future tax planning strategies. The Company does not expect availability of future taxable income sufficient to utilise its deferred tax assets. Further details 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 company has accounted for the liability towards Property taxes in its financial statements on the basis of best estimates considering the demand notices received/ receivable in various circles wherever it is applicable.
l) Asset retirement obligations
The Company has recognised a provision for asset retirement obligations associated with telecommunication towers.Such Provision is recognised in respect of the costs for dismantling of infrastructure equipment and restoration of sites under operating leases, which are expected to be incurred at the end of the lease term, based on the estimate provided by the internal technical experts. In determining the fair value of such provision, assumptions and estimates are made in relation to discount rates, the expected cost to dismantle and remove the plant from the site and the expected timing of those costs.
The Company estimates that the costs would be incurred at the end of the lease term and calculates the provision using the DCF method based on the discount rate that approximates interest rate of risk free borrowings and current estimate of asset retirement obligation duly adjusted for expected inflationary increase in related costs.
Recent Accounting Pronouncements
Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. For the year ended March 31,2025, MCA has not notified any new standards or amendments to the existing standards applicable to the Company.
3 (a) (i) Buildings include properties having carrying value of ' 479 Lakhs (Previous year ' 490 Lakhs) for which deeds of conveyance have yet to be executed in favour of the Company and ' 0.07 Lakhs (March 31,2017'0.07 Lakhs) towards cost 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 (Previous year ' 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 Accounting Standards (Ind AS) 36 - 'Impairment of Assets' and concluded that there was no impairment loss for the financial year ended March 31, 2025. Impairment Loss of the Previous year has been disclosed as exceptional item (Building ' 35 Lakhs and Plant & Equipments ' 1,508 lakhs).
16.2 Terms/rights attached to equity shares
The Company has only one class of equity shares having par value of ' 10 per share. Each holder of equity shares is entitled to one vote per share. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the Company, after distribution of all the preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
16.3 Shares reserved for issue under options :
The Foreign Currency Convertible Bonds (FCCB) holders have the option to convert FCCB into 490,816,093 Equity Shares (Previous year 492,907,042). (Refer Note No. 22.1)
Nature ana purpose ot Reserves
17.1 Equity Component ot Compound Financial Instruments
Equity Component represents FCCB Series B1 & B3 Bonds compulsorily convertible into equity shares. (Refer Note No. 22.1)
17.2 Reconstruction Reserve
Created pursuant to scheme of arrangement approved by Hon'ble High Court in earlier years. It shall be utilised as per provisions of Companies Act 2013.
17.3 Capital Reserve
Created On Forfeiture of Preferential Convertible Warrants. It shall be utilised as per provisions of Companies Act 2013.
17.4 Securities premium
Created on conversion of Employee Stock Options Scheme , Preferential Warrants and Foreign currency convertible Bonds. It shall be utilised as per provisions of Companies Act 2013.
18.1 (a) 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 Company Limited (“EARC”). As of March 31, 2025, 79.34% of Indian Rupee Debt of ' 322,625 Lakhs have been assigned in favour of EARC acting in its capacity as Trustee of EARC Trust-SC 338 vide assignment agreement executed in favour of EARC. The Company believed that once the assignment was completed, the debt would be restructured to sustainable levels in a timely manner and accordingly, the Company presented multiple Resolution Plans starling from April 2018 for consideration of lenders' consortium updating such plans from time to time after taking into account various developments in telecom sector. However, for reasons best known to them, the said Resolution Plans submitted by the Company were never considered by the lenders and also few lenders elected not to assign their respective debts to EARC.
(b) e National Company Law Tribunal, Mumbai Bench (“NCLT”) vide its order dated November 18, 2022 has dismissed petition filed by Canara Bank for initiation of Corporate Insolvency Resolution Process (“CIRP”) under Section 7 of the Insolvency & Bankruptcy Code, 2016 (“IBC”). The Hon'ble Tribunal held that the business of the Company is sustainable, it is a viable going concern under its current management and the overall financial health of the Company is not bad enough to be admitted under CIRP. Thus, in view of aforementioned, the petition is dismissed, against which Canara Bank 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 NCLT and remanded the case to the Hon'ble NCLT for fresh hearing of the original petition filed by Canara Bank, taking all relevant 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 Asset Reconstruction Company Limited (“EARC”)/lenders, debited ' 13,059 lakhs, which includes upfront amount paid by the Company for considering the OTS/Restructuring proposal to lenders. Thus, since May 2020 to till date overall amount of ' 127,560 lakhs including above have been debited/paid from TRA account. Interest on borrowings is calculated 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 pledged equity shares. The said amount is reduced from the Lenders' outstanding amount and considered as other equity towards contribution of promoter group company considering invocation of their pledged shares by the lenders.
(e) The Company received notices of recall of loans from 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 during financial year 2020-21. The Company has strongly refuted the claims and responded to said notices appropriately. Thus, in absence of directions from lenders as stated above, the Company continues to mention terms of repayment (Refer note No 18.3) and amount of Overdue (Refer note no. 18.4) as on March 31,2025 in terms of and in accordance with the payment schedule, terms and conditions of Strategic Debt Restructuring Scheme as approved by then lenders.
(f) As per the arrangements with the Lenders, the Company is required to comply with certain covenants and non¬ compliance with these covenants may give rights to the lenders to demand Repayment of the loans. Considering the alleged 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. This classification 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 respective companies 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 Holding Corporation 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 and Conditions of Series B1 Bonds; Floor Price in each case at a fixed rate of exchange on conversion of ' 65.1386 to US $1.00 subject to certain adjustments as described in Terms and Conditions of Series B1 Bonds.
b. The Series B1 Bonds do not bear any interest.
(iii) Terms and Conditions of the Series B2 Bonds:
a. The Series B2 Bonds bear interest at a fixed rate of 6.7310% p.a. payable semi-annually in arrears on April 26 and October 26, beginning on the 12 months anniversary of the issuance of the Series B2 Bonds i.e. on October 26, 2018.
b. The Series B2 Bonds are redeemable at 100% of its principal amount on October 27, 2022 unless previously redeemed, converted or purchased and cancelled.
c. The Series B2 Bonds are convertible at the option of the holders of the Series B2 Bonds at any time from the date of the issue of the Series B2 Bonds up to the close of business on October 27, 2022 into Equity Shares at a conversion price equal to 10 per Share with a fixed rate of exchange on conversion of ' 65.1386 to US $1.00 subject to certain adjustments as described in Terms and Conditions of Series B2 Bonds.
d. Following the occurrence of a Change of Control, the holder of each Series B2 Bond will have the right at such holder's option to require the Company to redeem in whole but not in part such holder's Series B2 Bonds at 100.0% of their principal amount (“Change of Control Put Price”), together with accrued and unpaid interest and default interest (if any) up to and including the date of payment of the Change of Control Put Price.
(iv) Terms and Conditions of the Series B3 Bonds:
a. The Series B3 Bonds are compulsorily convertible into fully paid equity shares of ' 10 each on October 27, 2022 at a fixed rate of exchange of ' 65.1386 to US$ 1.00 subject to certain adjustments as described in Terms and Conditions of Series B3 Bonds;
b. The Series B3 Bonds do not bear any interest.
(v) Series B1 & Series B3 bonds have become compulsorily convertible upon maturity date i.e. October 27, 2022. The Company has requested bondholders to share their respective details for converting bonds and crediting equity shares to their respective account. However, the Company is awaiting the relevant details from the respective bondholders. Series B2 Bonds are redeemable and have matured on October 27, 2022. The lead secured lender has, however, informed the Company that till the entire outstanding Secured debt of the Secured lenders is fully paid off, no other creditor including Series B2 Bondholders, which rank sub-ordinate to the secured creditors, can be paid in priority. Hence, the Company could not redeem Series B2 Bonds on its maturity. Thus, as per the Terms and Conditions of Series B2 Bonds, in case of default in redemption of Series B2 Bonds, conversion right of bondholders will revive and /or will continue to be exercisable up to the date of receipt of redemption amount by the Principal Agent / Trustee of the Series B2 Bonds.
(vi) As on March 31,2025, 27,597.50 Series B1 Bonds, 37,471 Series B2 Bonds and 10,281 Series B3 Bonds were outstanding.
35. EXCEPTIONAL ITEMS:
In view of the current developments and challenges impacting the telecom sector, as elaborated in note no. 57, and considering the dismantling activities pertaining to certain telecom sites as set out in note no. 58, the Company carried out impairment assessment 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 their recoverable amounts, determined on a value-in-use basis. Accordingly, no impairment loss has been recognized for the financial year ended March 31,2025 (Previous Year: ' 1,543 lakhs). The impairment loss recognized in the previous year was disclosed under 'Exceptional Items' in the Statement of Profit and Loss.
36. ARBITRATION:
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 Lakhs along with damages. Three retired Supreme Court Judges formed an Arbitral Tribunal and examined the underlying facts of the matter. The Hon'ble Tribunal had passed an interim award dated December 17, 2019 directing the Company to pay an amount of ' 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 been dismissed while confirming the interim award passed by the Hon'ble Arbitral Tribunal. In view of the Arbitration award and dismissal of appeal by Hon'ble Delhi High Court, the Company had provided ' 44,000 Lakhs as claims against arbitration and disclosed the same as exceptional items in the financial statements in FY 2019-20.
During the month of June 2020, EARC filed an appeal before the Hon'ble Delhi High Court (“EARC Appeal”) challenging the interim Award passed by the Hon'ble Arbitral Tribunal dated December 27, 2019.The EARC appeal was disposed of by the Hon'ble Delhi High Court on November 18, 2020 and modified the Interim Award to the extent that all payments directed thereunder, would be deposited, not with the Company or in an Escrow Account to be maintained by the Company, but in the TRA, created and maintained in accordance with the TRA Agreement. The said payments are to be kept deposited in the TRA Account 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 Review Petition with regards to the said Judgment and Order dated November 18, 2020 before the Hon'ble Delhi High Court which were 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 High Court orders dated November 18, 2020 and February 4, 2022. EARC through Impleadment application has requested to the Hon'ble Supreme Court to implead the non-assigning lenders of the Company to the said SLP. Company has filed its reply.
After hearing all the parties, on May 13, 2024, Hon'ble Supreme Court disposed of the said SLP of Appeal modifying the Hon'ble Delhi HC order dated November 18, 2020 and directed that the amount shall be subject to the orders in suit pending before 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 hearings in the matter have concluded, and the proceedings stand reserved for the final award.
37. DISCLOSURE ON LEASES:
[A] Company as a lessor
The Company has entered into operating lease arrangement with its customers for Infrastructure provisioning. The following table sets out the Maturity analysis of lease receivable for the lock in period of the customers after the reporting date:
39. CENVAT CREDIT:
During earlier years, as legally advised, the Company's CENVAT credit aggregating to ' 7,993 Lakhs was utilized for discharging service tax liability of Chennai Network Infrastructure Limited (CNIL), an erstwhile Associate, which subsequently got merged with the Company. CNIL also paid the same amount to the Service Tax Authority under Voluntary Compliance Encouragement Scheme (VCES) in November, 2013. Subsequently, the Company filed a writ petition in Hon'ble Bombay High Court for seeking restoration of this CENVAT credit and based on the Hon'ble Bombay High Court direction, CESTAT passed the order in March 2015 for allowing the Company to restore the said amount as CENVAT credit. The Service tax authorities have filed an appeal with the High court challenging the CESTAT order passed in March 2015. The Company has been advised that there will not be any cash outflows in this regard.
40. PROPERTY TAX:
The Hon'ble Supreme Court, in its order dated December 16, 2016, upheld that mobile telecommunication towers are subject to property tax, thereby allowing States to levy such tax on mobile tower companies. While adjudicating a Special Leave Petition (SLP) related to the Mumbai region, the Court granted liberty to challenge the retrospective application and the quantum 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 the quantum and other aspects of the property tax. This appeal was dismissed on April 18, 2017. Subsequently, the Company filed a Special Leave Petition (SLP) before the Hon'ble Supreme Court, contesting the manner, components, and quantum of the property tax. The SLP was heard on January 25, 2018, wherein the Hon'ble Supreme Court issued a notice to the concerned Municipal Corporation and directed all Municipal Corporations to maintain status quo. Ultimately, by its order dated January 2, 2019, the Hon'ble Supreme Court set aside the Bombay High Court's order and remanded the matter to the High Court for fresh consideration on merits. Accordingly, the Company filed an amendment application before the Hon'ble Bombay High 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 order concerning property tax rates on mobile towers following the 2011 amendment to the Gujarat Provincial Municipal Corporation Act, 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 and calculation of property tax demanded by the Nagpur Municipal Corporation. The Hon'ble Supreme Court stayed the High Court'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 the same and retrospective levy—particularly regarding procedure and quantum—by filing writ petitions before relevant High Courts. In most such cases, the High Courts have directed that no coercive action be taken until admission of the matters.
As of March 31, 2025, the Company operates telecom sites across 25 circles in India. Out of these, property tax is not applicable 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 Infrastructure Providers 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 Infrastructure Providers.
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 the purposes of any transaction related to that property, or any property tax, levy, cess, fees or duties as may be applicable on that property.”
Despite the enactment of this provision, some authorities continue to demand property tax. In order to prevent sealing of operational 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 basic tax component as per demand notices under protest to avoid site closures. These payments have been accounted for as expenses in the financials of the respective years. In cases where demand notices were issued and the Company did not pursue litigation, the basic tax amount has been duly paid and recorded as expense. Remaining demands, based on their specific 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 notices for the majority of sites, the Company continues to disclose the amounts under either provisions or contingent liabilities, based on the stage and nature of each dispute.
45. DISCLOSURE OF REVENUE RECOGNITION:
(a) Disaggregated Revenue information & Performance Obligation
The Company provides passive infrastructure on shared basis to telecom operators (Telcos) for hosting their active network components. The business model of passive infrastructure sharing is based on building, owning, operating and maintaining passive telecom infrastructure sites capable of hosting active network components of various technologies of multiple Telcos. The Company operates solely within the geographic boundaries of India. The main source of revenue includes Infrastructure Provisioning fee (IPF) and Reimbursements of Energy & Other Costs. It's an ongoing service performance obligation based on long term contracts with the customers with pre-defined lock in periods. Contracts are optimally designed based on fixed or actual contract basis matrix. Since the performance obligation is an ongoing process, the same is billed on monthly basis/satisfaction of conditions in contract, which falls due for payments within up to 30 days of billing or advance as per terms of contract. (Refer note no. 27 for Segregation of Revenue).
(b) Trade Receivable and contract balances
The timing of revenue recognition, billings and collections results in receivables, unbilled revenue and unearned revenue on the Company's Balance Sheet. Amounts are billed in accordance with agreed-upon contractual terms on monthly basis. The Company's receivables are rights to consideration that are unconditional. Unbilled revenues comprising revenues in excess of billings from the contracts, which are classified as financial assets when the right to consideration is unconditional and is due only within a month. Invoicing to the customers is based on the contracts and therefore, the timing of revenue recognition is different from the timing of invoicing to the customer. Invoicing in excess of earnings is classified as unearned revenue to the extent of collection. Trade receivables are presented net of provision in the Balance Sheet.
48. SEGMENT REPORTING:
The Company is predominantly in the business of providing “Telecom Towers” on shared basis and as such there are no separate 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 from three 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.
49. FAIR VALUE:
Set out below, are the carrying amounts and fair value of the Company's financial assets and liabilities that are recognized in the Financial Statements.
b) The carrying amounts of the following financial assets and financial liabilities are recorded at transaction cost/ amortised cost which is a reasonable approximation of their fair values.
Accordingly, the fair values of such financial assets and financial liabilities have not been disclosed separately in case of the 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 data available. The fair values of the financial assets and liabilities are included at the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
The following methods and assumptions were used to estimate the fair values:
i. Fair Value of mutual fund are reported as per Net Asset Value.
ii. The fair values of non-current loans/Borrowings and security deposits for leases act the initial recognition are calculated based on Discounted Cash Flows technique (DCF) using a current lending rate relevant to the instrument.
iii. Fair value of trade receivable, cash & cash equivalents, other bank balances, trade payables, loans and other financial assets and liabilities are approximate to their carrying amounts largely due to the short-term maturities of these instruments.
iv. Fair Value of financial instruments measured at 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 data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.
51. FAIR VALUE HIERARCHY:
The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation techniques: -
Level 1: - Quoted prices / published NAV (unadjusted) in active markets for identical assets or liabilities, it includes fair value of financial instruments traded in active markets and are based on quoted market prices at the balance sheet date and financial instruments like mutual funds for which net assets value (NAV) is published by mutual fund operators 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 not traded in an active market, which is determined by using valuation techniques. These valuation techniques maximize the use of observable market data where it is available and rely as little as possible on the Group specific estimates. If all significant inputs required to fair value an instrument are observable then instrument is included in level 2.
Level 3: - Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs), if one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.
The following table provides the fair value measurement hierarchy of the Company's Assets and Liabilities:
52. FINANCIAL RISK MANAGEMENT OBJECTIVE AND POLICIES:
The Company's principal financial liabilities comprise loans and borrowings including Interest thereon, Lease Liabilities, Trade payables, Capex Creditors, deposits from Customers and others Financial Liabilities. The main purpose of these financial liabilities is to finance the Company's operations, including Tower/Network upgradation projects under implementation. The Company's principal financial assets include Investments, Deposits, loans and advances, receivables and cash and bank balances that are derived directly from its operations.
The Company is exposed to market risk, credit risk and liquidity risk. The Risk Management Committee in consultation with Audit Committee of the Board of Directors of the Company oversees the management of these risks. The focus of Risk Management is to assess risks, monitor, evaluate and deploy mitigation measures to manage these risks within risk appetite.
1) Market Risk
Market risk is the risk that the fair value of future cash flows of financial instruments will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial Instrument affected by market risk includes loans and borrowings, deposits and mutual funds.
As the revenues from Company's tower business are dependent on the sustainability of Telecom sector, Company believes that macro-economic factors, including the growth of Indian economy, interest rates as well as political & economic environment, technological Obsolesce, Operators going out of the business have a significant direct impact on Company's business, 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 and licensing 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 Department of Telecommunication (“DoT”) extended its support to the telecom industry by dispensing with the requirement of bank guarantee 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 and edge computing. Additionally, there's a focus on network disaggregation and virtualization, along with the development of 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 part of their outstanding spectrum auction dues, including deferred dues repayable after expiry of the moratorium period into equity shares to be issued to the Government. Further, VIL in its recent press release announced launch of its 5G 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 infusion of ' 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 for capacity expansion and greenfield coverage across India. In light of the same, the management of the Company believes that the aforementioned events in telecom sector are positive developments which will lead to increase in demand for its towers and thereby increase in the revenue and EBITDA levels. The Company has already mapped sites for proposed 4G/5G rollout by its customers.
(ii) Amounts in INR are recorded at the closing exchange rates applicable at the respective year end as stated on the 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 because of changes in market interest rates. Company's fixed rate long term borrowings, which constitute more than 95% of the total borrowings, carry step up interest rate with a predetermined yield rate which is fixed throughout the tenor of the borrowings, whereas floating rate long Term Borrowing is exposed to market rate fluctuations. As such, considering the ratio of fixed rate and floating rate borrowings, risk exposure is at minimum level.
d) Foreign Currency Risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company's exposure to the risk of changes in foreign exchange rates relates primarily to the Company's borrowings related to its foreign currency convertible bonds & foreign currency loan.
Foreign currency risk is managed by effective foreign risk management framework based on risk perception of the management
Series B2 Foreign Currency Convertible Bonds are redeemable and have matured on October 27, 2022. The lead secured lender has, however, informed the Company that till the entire outstanding Secured debt of the Secured lenders is fully paid off, no other creditor including Series B2 Bondholders, which rank sub-ordinate to the secured creditors, can be paid in priority. Hence, the Company could not redeem Series B2 Bonds on its maturity
e) Commodity Price Risk
The Company invests on upgradation of its tower assets which includes purchases of A class items like Battery banks, Diesel Generators, SMPS and other electrical items. The prices of these items fluctuate based on the prices of its raw material.
In case of battery bank the Lead price is based on LME rate (London Metal Exchange), with any variation in the LME rates, the manufacturing price of battery also gets impacted.
Further, Company consumes Diesel and Electricity for running its tower sites. These rates for Diesel and Electricity fluctuate based on central & state policies and geo political situations. Company has entered into contracts with the Customers for recovery of Diesel and Electricity Expenses. These contracts are linked with actual Diesel and Electricity Rates thus resulting in natural hedging.
Commodity price risk is managed by effective risk management framework with help of Company's Supply Chain Management Team and Central Purchasing Committee based on risk perception.
2) Credit Risk
Credit risk refers to the risk of default of obligations by the counterparty resulting in a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and investments in mutual funds.
Trade Receivables:
The Company periodically assesses the financial reliability of its customers, taking into account the current economic trend, business challenges, historic trend of payments, bad debts & ageing of accounts receivables. The Company provides Passive Telecom Infrastructure to Telecom Operators in India. During previous few years, all telecom companies faced increased pressure on earnings and financing fronts, which in turn adversely impacted financing and fund-raising plans of tower companies.
The Company lost substantial number of tenancies in last decade, due to various events which were beyond management control, such as shutdown/exit of major telecom operators including Aircel Group, Reliance Communications and Tata Teleservices, Business combination of Vodafone & Idea (VIL), Telenor & Airtel, etc. The Company believes that it has binding long term contractual lock in arrangements with Aircel/other customers and accordingly, continues to pursue its claim of approx. ' 15,41,651 Lakhs arising out these developments. One of the customers, is not paying its monthly invoices raised by the Company on time and delaying the same by Two-Three months. Even after continuous follow¬ up, apart from making delayed payment, some of the customers are unilaterally making deductions. Additionally, due to long pending overdue and uncertainty in collection the Company has already initiated the arbitration and recovery proceedings against the defaulting customer. Change in energy billing methodology from fixed to actuals has taken place for 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 reduced from 4 months to 2.4 months. The Company is taking measures to ensure smooth operations and contracted network time for customers which would enable the Company to keep the credit risk at moderate level. The Company has also obtained 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 recognised from initial recognition of the receivables. The Company uses historical default rates to determine impairment loss on the portfolio of trade receivables. At every reporting date these historical default rates are reviewed and changes in the forward looking estimates are analyzed. The Company fully provides for receivables outstanding for over 6 months unless collection is assured . In certain cases, it also makes provisions for receivables outstanding for less than 6 months based on its estimates.
Financial instruments and Bank deposits
The Company considers factors such as track record, size of the institution, market reputation and service standards to select the banks with which its balances and deposits are maintained. Pursuant to the Hon'ble Supreme Court order dated May 13, 2024 an amount of ' 44,000 lakhs is to be earmarked. The Company does not maintain significant cash and deposit balances other than those required for its day-to-day operations, OTS / restructuring and contingencies.
3) Liquidity Risk
Liquidity risk is that the company will not be able to settle or meet its obligation on time or at reasonable price. Company's principal sources of liquidity are cash flows generated from its operations including deposits and advances received from customers as a part of its contractual terms. In view of telecom sector developments affecting the Company, various steps have been initiated by the Company to ensure that liquidity risk remains at low level.
The Company lost substantial number of tenancies in last decade, due to various events which were beyond management control, such as shutdown / exit of major telecom customers including Aircel Group, Reliance Communications and Tata Tele, Business combination of Vodafone & Idea (VIL), Telenor & Airtel, etc. The Company believes that it has binding long term contractual lock in arrangements with Aircel/other operators and accordingly, continues to pursue its claim of approximately ' 15,41,651 Lakhs arising out these developments. One of the Customers, is not paying its monthly invoices raised by the Company on time and delaying the same by Two/Three months. Even after continuous follow¬ up, apart from making delayed payment, some of the customers are unilaterally making deductions. Additionally, Other Customer has long pending overdue and there is uncertainty in collection. The Company has already initiated the arbitration and recovery proceedings against the defaulting customer.
The Company, in these circumstances, has proactively taken various steps to ensure smooth operations and contracted network uptime for its existing customers, namely VIL, Reliance Jio, Bharti Airtel, BSNL etc. These steps include reduction in fixed/semi variable costs including wages, electricity and diesel charges, operations and maintenance charges, ground rent, terminating non-paying site after following contractual process, initiating arbitration for recovery of dues etc. Further, the Company is in the process of re-negotiating its arrangements with existing vendors These steps are expected 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, Mumbai Bench (“NCLAT”) against dismissal of its Corporate Insolvency Resolution Process (CIRP) petition by National Company
53. CAPITAL MANAGEMENT:
For the purpose of the Company's capital management, capital includes issued equity capital, mandatorily convertible foreign currency bonds, securities premium, all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company's capital management is to ensure continuity of the operating activities of the Company.
The Company manages its capital structure in light of changes in the requirements of the financial covenants. The funding requirement is met through internal accruals of the Company.
In order to achieve this overall objective, the Company's capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements.
No changes were made in the objectives, policies or processes for managing capital during the year ended March 31,2025.
• 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 foreign entities (Intermediaries) with the understanding that the Intermediary shall: (a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or (b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
• The Company has not received any fund from any person(s) or entity(s), including entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the (a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or (b) Provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
• The Company does not have any such transaction which is not recorded in the books of accounts surrendered or disclosed as income during the year in the tax assessments under the Income-tax Act, 1961.
• No proceeding has been initiated or pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.
• The Company is not declared 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 of Companies Act, 2013.
57. GOING CONCERN:
The Company has from time to time informed about various developments in Indian Telecom Sector, which were beyond the control of the Company and the management. The first set of issues included the landmark judgement of the Hon'ble Supreme Court cancelling 122 2G telecom licenses in February 2012 (including licenses of Uninor, Videocon, Etisalat, Idea and Tata), the Vodafone Tax issues, the 3G auctions and the unsustainable debt accumulated by the telecom companies. All these factors led to mass exits of operators and significant scale down by the remaining. As a result, majority of the Company's telecom sites turned into single tenant sites.
Thereafter, the year 2017-18 has seen unprecedented shutting down of some of the major telecom operators such as Aircel Group (then largest customer of the Company), Tata Teleservices, Reliance Communication, Shyam Sistema (merged with Reliance Communication) and Telenor (merged with Airtel). These events were beyond the control of the management. The table below, clearly highlights the impact of tenancy loss the Company has faced over the last decade, despite having long term 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 their contractual dues to the Company, including rent payable to landlords, statutory dues such as property tax, NA tax, local body tax, 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 such unoccupied 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 at its peak to less than ' 20,000 Lakhs, resulted in erosion of Company's net worth and necessitating provision for impairment of property, plant and equipment.
As a consequence of the above developments, there was an urgent need to right size the debt levels. At the time, the majority of then lenders of the Company chose to assign their respective debts in favor of Edelweiss Asset Reconstruction Company Limited (“EARC”). The Company believed that once the assignment was completed, the debt would be restructured to sustainable levels in a timely manner and accordingly, the Company presented multiple Resolution Plans starting from April 2018 for consideration of lenders' consortium updating such plans from time to time after taking into account various developments in telecom sector affecting the business of the Company.
However, for reasons best known to the lenders, the said Resolution Plans submitted by the Company were never considered by the lenders and also few lenders elected not to assign their respective debts to EARC. Further, a Techno-Economic Viability study for better understanding of the realistic sustainable debt was not carried out.
Additionally, the Company has received notices of recall of loans from the lenders claiming alleged default in terms of Master Restructuring Agreement dated December 31,2011. The Company has strongly refuted the claims as lenders were fully aware that post ARC sale it was essential to restructure. In the meantime, lenders also liquidated shares pledged with them, thereby appropriating ' 3,401 Lakhs towards borrowings. The above events cast significant doubt on the Company's ability to continue as a Going Concern.
Despite the above developments, there are following positive developments in telecom sector, which will lead to stabilizing telecom sector:
1. Government of India has introduced new telecom policy that is expected to reform and simplify the regulatory and licensing 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 Department of Telecommunication (“DoT”) extended its support to the telecom industry by dispensing with the requirement of bank guarantee to be submitted for spectrum auctions held prior to the Telecom Reform package 2021 with certain conditions.
2. In March 2025, Vodafone Idea Limited (“VIL”) announced that the Government of India has decided to convert a part of their outstanding spectrum auction dues, including deferred dues repayable after expiry of the moratorium period into equity shares to be issued to the Government. Further, VIL in its recent press release announced launch of its 5G 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 infusion of ' 4,00,000 lakhs and conversion / 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 capacity expansion and greenfield coverage across Pan India circles. In light of the same, the management of the Company believes that the aforementioned events in telecom sector are positive developments which will lead to increased demand for its towers and thereby increase in the revenue and EBITDA levels. The Company has already mapped its sites for proposed 4G/5G roll out by its customer.
Further, the Hon'ble National Company Law Tribunal, Mumbai Bench (“NCLT”) vide its order dated November 18, 2022 has dismissed petition filed by one of the secured lenders for initiation of Corporate Insolvency Resolution Process (“CIRP”) under Section 7 of the Insolvency & Bankruptcy Code, 2016 (“IBC”). The Hon'ble NCLT observed in its order that the business of the Company is sustainable, it is viable going concern under its current management and overall financial health of the Company is not bad enough to be admitted under CIRP. Presently, the National Company Law Appellate Tribunal has remanded back the matter 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 and revival. The Company is also regular in payment of statutory dues, taxes, employee dues etc. Further, the Company continues to pursue contractual claims of approx. ' 15,41,651 Lakhs from various customers in respect of premature exits by them in the lock in period and OTS/debt restructuring by lenders. During the year ended March 31,2025, the Company paid ' 13,059 lakhs to its lenders including upfront amount for considering the OTS/ Restructuring proposal to lenders. Considering above facts, the Company does not have any intention to discontinue its operations or liquidate its operating assets, the Company continues to prepare the books of account on Going Concern basis.
58. UNAUTHORIZED DISMANTLING/THEFT OF UNOCCUPIED SITES
As stated in note no. 57, the Company and the telecom sector as a whole, suffered a series of setbacks and existential challenges over last decade. All these factors, which were beyond the control of the management and the Company, led to either closing down of operations by telecom operators or consolidation among other telecom operator. Resultantly, despite having long term contracts with the telecom operators, the Company lost around 68,276 tenancies since 2012 from such discontinuing telecom operator.
The discontinuing 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. Post abandonment of these towers, the discontinuing operators didn't make payment of their contractual dues including rent payable to landlords, statutory dues, 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 such unoccupied towers without any revenue. The Company has already litigated with such discontinued operators to recover its contractual dues, which are amounting to more than ' 15,41,651 Lakhs.
The Company, on monthly basis, has been requesting EARC being Monitoring Institution to allow payments due to the landlords of the unoccupied sites, the same is yet to be approved by EARC. The Company had also attempted to salvage unoccupied tower sites and accordingly resolution plans submitted by the Company included payment of rent to landowners, settlement to 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 including criminal cases against the Company and its officials. Moreover, many of the landowners blocked access to our Company's employees to the sites. Exploiting such situations, unknown miscreants / disgruntled landowners have also resorted to unauthorized 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 initiated various steps which includes carrying out additional surveys, discussion with landowners, legal actions against such miscreants, recovering site material, lodging of police complaints / FIR and insurance claim etc. Additionally, the Company has proactively implemented Tower Vigilance Teams (TVT) in areas prone to theft to prevent the dismantling and theft of towers and tower materials. This strategic deployment of TVT has yielded significant positive outcomes, with the Company successfully curbing a high number of tower theft incidents. In few cases, thieves have been arrested by the police before unauthorized dismantling and theft of towers / material. However, the risk of unauthorized dismantling and theft of towers and material persists 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 them comparable.
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
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