MIRA INFORM REPORT

Report Date :

05.11.2012

IDENTIFICATION DETAILS

Name :	GTL INFRASTRUCTURE LIMITED (w.e.f.01.02.2005) CHENNAI NETWORK INFRASTRUCTURE LIMITED (AMALGAMATED WITH GTL INFRASTRUCTURE LIMITED)
Formerly Known As :	GTL ENGINEERING AND MANAGED NETWORK SERVICES LIMITED
Registered Office :	3^rd Floor, “Global Vision”, Electronics Sadan No. II, MIDC, TTC Industrial Area, Mahape, Navi Mumbai-400710, Maharashtra
Country :	India
Financials (as on) :	31.03.2012
Date of Incorporation :	04.02.2004
Com. Reg. No.:	11-144367
Capital Investment / Paid-up Capital :	Rs. 9573.486 Millions
CIN No.: [Company Identification No.]	L74210MH2004PLC144367
PAN No.: [Permanent Account No.]	AACCG2107K
Legal Form :	A Public Limited Liability Company. The Company’s shares are listed on Stock Exchange.
Line of Business :	Subject is providing telecom towers to the operators on shared basis.
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

B (26)

RATING		STATUS	PROPOSED CREDIT LINE
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small

Maximum Credit Limit :	USD 50000000
Status :	Moderate
Payment Behaviour :	Slow
Litigation :	Clear
Comments :	Subject is a amalgamated with GTL Infrastructure Limited. It is well established company director are reputed businessmen. But there appears huge accumulated loss recorded by the company. However, networth of the company appears to be strong. Trade relations are reported to be fair. Business is active. Payments are slow. The view of strong holding, company can be considered for business dealings with some caution.

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

ECGC Country Risk Classification List – June 30, 2012

Country Name	Previous Rating (31.03.2012)	Current Rating (30.06.2012)
India	A1	A1

Risk Category	ECGC Classification
Insignificant	A1
Low	A2
Moderate	B1
High	B2
Very High	C1
Restricted	C2
Off-credit	D

INDIAN ECONOMIC OVERVIEW

India is developing into an open-market economy, yet traces of its past autarkic policies remain. Economic liberalization, including industrial deregulation, privatization of state-owned enterprises, and reduced controls on foreign trade and investment, began in the early 1990s and has served to accelerate the country's growth, which has averaged more than 7% per year since 1997. India's diverse economy encompasses traditional village farming, modern agriculture, handicrafts, a wide range of modern industries, and a multitude of services. Slightly more than half of the work force is in agriculture, but services are the major source of economic growth, accounting for more than half of India's output, with only one-third of its labor force. India has capitalized on its large educated English-speaking population to become a major exporter of information technology services and software workers. In 2010, the Indian economy rebounded robustly from the global financial crisis - in large part because of strong domestic demand - and growth exceeded 8% year-on-year in real terms. However, India's economic growth in 2011 slowed because of persistently high inflation and interest rates and little progress on economic reforms. High international crude prices have exacerbated the government's fuel subsidy expenditures contributing to a higher fiscal deficit, and a worsening current account deficit. Little economic reform took place in 2011 largely due to corruption scandals that have slowed legislative work. India's medium-term growth outlook is positive due to a young population and corresponding low dependency ratio, healthy savings and investment rates, and increasing integration into the global economy. India has many long-term challenges that it has not yet fully addressed, including widespread poverty, inadequate physical and social infrastructure, limited non-agricultural employment opportunities, scarce access to quality basic and higher education, and accommodating rural-to-urban migration.

Source : CIA

EXTERNAL AGENCY RATING

Rating Agency Name	FITCH
Rating	C (long Term Rating)
Rating Explanation	Default is imminent or inevitable, or the issue is in stand still.
Date	27.07.2011

RBI DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available RBI Defaulters’ list.

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2012.

LOCATIONS

Registered Office :	3^rd Floor, “Global Vision”, Electronics Sadan No. II, MIDC, TTC Industrial Area, Mahape, Navi Mumbai-400710, Maharashtra, India
Tel. No.:	91-22-39137403
Mobile No.:	91-9926807902 (Mr. Navin Agrawal)
Fax No.:	91-22-39137440
E-Mail :	sureshjo@gtlinfra.com
Website :	www.gtlinfra.com
Head Office :	412, Janmabhoomi Chambers, 29, Walchand Hirachand Marg, Ballard Estate, Mumbai-400038, Maharashtra, India
Tel. No.:	91-22-22613010 / 22715000
Fax No.:	91-22-22619649 / 7000
Branch Office :	34/1, DL, New No 403/L Samson Tower, 7^th Floor, Pantheon Road, Egmore-600008, Tamilnadu, India
Branch Office :	Also Located At · Gujarat · Karnataka · Madhya Pradesh · Kerala · Coimbatore · Tamilnadu · Maharashtra · Delhi · Assam · Andhra Pradesh · Rajasthan · Jammu and Kashmir · West Bengal · Uttar Pradesh · Punjab · Orissa · Bihar · Pune · Goa · Jharkhand

DIRECTORS

AS ON 27.12.2011

Name :	Mr. Manoj Gajanan Tirodkar
Designation :	Director
Address :	Buckley Court, 21^st Floor, Nathalal Parekh Marg, Colaba, Mumbai-400039, Maharashtra, India
Date of Birth/Age :	05.10.1964
Date of Appointment :	08.08.2005
DIN No.:	00298407

Other Directorship:

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	L40300MH1987PLC045657	GTL LIMITED	Managing director	18/08/2011	23/12/1987	-	Active	NO
2	L74210MH2004PLC144367	GTL INFRASTRUCTURE LIMITED	Director	08/08/2005	08/08/2005	-	Active	NO
3	U65990MH1994PTC076078	GLOBAL HOLDING CORPORATION PRIVATE LIMITED	Director	06/10/2008	15/05/2007	-	Active	NO
4	U74999MH2007PTC177178	GLOBAL TRUSTEESHIP COMPANY PRIVATE LIMITED	Director	31/12/2007	31/12/2007	-	Active	NO
5	U64200MH2009PLC192365	GLOBAL RURAL NETCO LIMITED	Additional director	15/05/2009	15/05/2009	30/04/2010	Active	NO
6	U64203TN2009PLC073803	CHENNAI NETWORK INFRASTRUCTURE LIMITED	Director	28/09/2012	29/12/2011	-	Active	NO

Name :	Mr. Balasubramanian Nagarajan
Designation :	Director
Address :	71, Belmonte Towers, Mogal Lane, Mahim, Mumbai-400016, Maharashtra, India
Date of Birth/Age :	03.09.1946
Date of Appointment :	08.10.2007
DIN No.:	00288918

Other Directorship:

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	U74999MH2005PLC155683	SME RATING AGENCY OF INDIA LIMITED	Director	26/08/2005	26/08/2005	27/09/2007	Active	NO
2	L74899DL1993PLC053677	IFCI LIMITED	Director	25/08/2006	29/06/2006	15/09/2007	Active	NO
3	L31900DL1983PLC016304	HAVELLS INDIA LIMITED	Director	05/07/2007	20/01/2007	21/07/2007	Active	NO
4	U65999MH2006FTC165877	JPMORGAN MUTUAL FUND INDIA PRIVATE LIMITED	Director	29/09/2008	14/04/2007	11/12/2008	Active	NO
5	U67190MH1986PLC040506	STOCK HOLDING CORPORATION OF INDIA LIMITED	Director	03/09/2007	03/05/2007	07/07/2008	Active	NO
6	L99999DN1982PLC000128	JBF INDUSTRIES LIMITED	Director	27/07/2007	27/07/2007	24/09/2009	Active	NO
7	L74210MH2004PLC144367	GTL INFRASTRUCTURE LIMITED	Director	13/06/2008	08/10/2007	-	Active	NO
8	U67190KA2007PTC043591	BRICKWORK RATINGS INDIA PRIVATE LIMITED	Director	31/12/2007	31/12/2007	-	Active	NO
9	U74140MH2008PTC178898	REALTY ESTATE MANAGERS AND CONSULTANTS (INDIA) PRIVATE LIMITED	Director	30/09/2009	14/02/2008	-	Strike off	NO
10	U65990MH1996PTC102944	BEES' CAPITAL ADVISORY PRIVATE LIMITED	Director	29/09/2008	02/06/2008	-	Active	NO
11	U67190MH2008PLC179480	CREDIT MARKET SERVICES LIMITED	Additional director	01/07/2008	01/07/2008	26/08/2009	Active	NO
12	U67190DL2006GOI144520	INDIA INFRASTRUCTURE FINANCE COMPANY LIMITED	Director	11/07/2008	11/07/2008	10/07/2011	Active	NO
13	U65999MH2006PTC164773	JPMORGAN ASSET MANAGEMENT INDIA PRIVATE LIMITED	Director	23/07/2010	19/12/2008	-	Active	NO
14	U64200MH2009PLC192365	GLOBAL RURAL NETCO LIMITED	Director	02/11/2010	15/05/2009	-	Active	NO
15	U70102MH2009PTC194708	MUKAMBIKA ESTATE PRIVATE LIMITED	Director	06/08/2009	06/08/2009	-	Active	NO
16	U74140TN2010PTC075705	R E TECHNO FINANCIAL SERVICES INDIA PRIVATE LIMITED	Director	13/05/2010	13/05/2010	-	Active	NO
17	L40300MH1987PLC045657	GTL LIMITED	Additional director	27/07/2010	27/07/2010	19/10/2011	Active	NO
18	U27200MH1986PLC040468	BHARAT WIRE ROPES LIMITED	Director	25/09/2012	15/11/2011	-	Active	NO
19	U66010PN2000PTC015384	CHAZ INSURANCE BROKERS PRIVATE LIMITED	Director	29/09/2012	15/11/2011	-	Active	NO

Name :	Mr. Milind Kamalakar Naik
Designation :	Director
Address :	15, shantiniketan Dadar Gurudeo Co-Operative Housing Society Limited, Kashinath Dhuru Marg, Dadar (West), Mumbai-400028, Maharashtra, India
Date of Birth/Age :	19.03.1962
Date of Appointment :	21.07.2011
DIN No.:	00276884

Other Directorship:

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	U64201MH1992PLC185386	GLOBAL TOWERS LIMITED	Managing director	01/04/2008	01/04/2005	20/07/2011	Active	NO
2	L74210MH2004PLC144367	GTL INFRASTRUCTURE LIMITED	Director	27/12/2011	21/07/2011	-	Active	NO
3	U64203TN2009PLC073803	CHENNAI NETWORK INFRASTRUCTURE LIMITED	Director	28/09/2012	29/12/2011	-	Active	NO

Name :	Mr. Satya Pal Talwar
Designation :	Director
Address :	163, Beach Towers, P Ballu Marg, Prabhadevi, Mumbai-400025, Maharashtra, India
Date of Birth/Age :	14.06.1939
Date of Appointment :	13.08.2009
DIN No.:	00059681

Other Directorship:

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	U23201KA1997PLC032964	GMR VEMAGIRI POWER GENERATION LIMITED	Director	11/03/2004	11/03/2004	12/10/2007	Active	NO
2	U66603MH2000PLC128300	RELIANCE GENERAL INSURANCE COMPANY LIMITED	Director	12/06/2006	29/08/2005	-	Active	NO
3	U66010MH2001PLC167089	RELIANCE LIFE INSURANCE COMPANY LIMITED	Director	16/06/2006	04/10/2005	-	Active	NO
4	L99999MH1937PLC002641	CROMPTON GREAVES LIMITED	Director	14/10/2005	14/10/2005	-	Active	NO
5	L99999MH1986PLC103624	VIDEOCON INDUSTRIES LIMITED	Director	08/12/2005	08/12/2005	-	Active	NO
6	L45309MH2004PLC147531	RELIANCE COMMUNICATIONS LIMITED	Director	17/07/2007	07/02/2006	-	Active	NO
7	U45200MH2006PLC161190	RELIANCE ASSET RECONSTRUCTION COMPANY LIMITED	Director	20/05/2008	17/04/2006	21/02/2009	Active	NO
8	U65910MH1995PLC220528	RELIANCE CAPITAL TRUSTEE COMPANY LIMITED	Director	09/06/2006	09/06/2006	25/03/2008	Active	NO
9	L70100MH1996PLC101379	HOUSING DEVELOPMENT AND INFRASTRUCTURE LIMITED	Director	14/06/2006	14/06/2006	-	Active	NO
10	U64203MH1997PLC166329	RELIANCE COMMUNICATIONS INFRASTRUCTURE LIMITED	Director	29/09/2007	10/01/2007	16/08/2010	Active	NO
11	L32109MH1994PLC083391	ZICOM ELECTRONIC SECURITY SYSTEMS LIMITED	Director	28/09/2007	18/06/2007	18/02/2008	Active	NO
12	U72900MH2001PLC131598	RELIANCE INFRATEL LIMITED	Director	29/09/2007	18/06/2007	-	Active	NO
13	U51503DL1986PTC023886	AMBIENCE PRIVATE LIMITED	Additional director	10/01/2008	10/01/2008	16/07/2008	Active	NO
14	U51909WB1995PLC072045	CONCAST STEEL AND POWER LIMITED	Additional director	03/03/2008	03/03/2008	16/07/2008	Active	NO
15	L27106WB1984PLC037519	JSW ISPAT STEEL LIMITED	Director	28/08/2008	30/06/2008	12/11/2008	Active	NO
16	U11100MH2008PTC179827	PRIVILEGE OIL AND GAS PRIVATE LIMITED	Director	04/07/2008	04/07/2008	21/07/2008	Active	NO
17	L99999MH1986PLC039660	WALL STREET FINANCE LIMITED	Director	19/06/2009	30/10/2008	20/07/2009	Active	NO
18	U55101DL1990PLC038876	A B HOTELS LIMITED	Director	01/09/2009	15/11/2008	28/10/2011	Active	NO
19	U74140MH2008PTC188459	HDIL SECURITIES PRIVATE LIMITED	Director	25/11/2008	25/11/2008	14/12/2011	Active	NO
20	L40100GJ1981PLC004281	KALPATARU POWER TRANSMISSION LIMITED	Director	29/07/2009	30/01/2009	-	Active	NO
21	L23200GJ1992PLC017254	ASIAN OILFIELD SERVICES LIMITED	Director	16/04/2009	23/02/2009	16/12/2009	Active	NO
22	U65990MH2005PLC154052	RELIANCE SECURITIES LIMITED	Director	16/09/2009	23/03/2009	26/11/2009	Active	NO
23	L27104MH1985PLC035806	UTTAM GALVA STEELS LIMITED	Director	26/09/2009	09/05/2009	-	Active	NO
24	U55101DL2001PTC112151	HOTEL QUEEN ROAD PRIVATE LIMITED.	Director	30/12/2009	27/07/2009	-	Active	NO
25	L74210MH2004PLC144367	GTL INFRASTRUCTURE LIMITED	Director	25/08/2010	13/08/2009	-	Active	NO
26	U40300MH2010PTC201493	CHHATTISGARH POWER VENTURES PRIVATE LIMITED	Additional director	14/05/2010	14/05/2010	17/05/2010	Active	NO
27	U45208MH2007PTC174780	VIJAYDURG PORTS PRIVATE LIMITED	Director	21/09/2011	08/11/2010	16/01/2012	Active	NO
28	U27100WB2011PLC158285	SPS ISPAT AND POWER LIMITED	Director	31/07/2012	21/02/2011	30/09/2012	Active	NO
29	U74900DL2004PLC131118	SAMVARDHANA MOTHERSON INTERNATIONAL LIMITED	Director	24/09/2011	14/09/2011	08/09/2012	Active	NO
30	L34300DL1986PLC026431	MOTHERSON SUMI SYSTEMS LIMITED	Additional director	10/09/2012	10/09/2012	-	Active	NO
31	U70100MH2009PTC190528	FIVE STAR REALTY PRIVATE LIMITED	Director	10/09/2012	10/09/2012	-	Active	NO

Name :	Mr. Vivek Kulkarni
Designation :	Director
Address :	14, Mangesh, 5^th C Cross 189, M<ain, Ias Clolony, BTM Layout, Bangalore-560076, Karnataka, India
Date of Birth/Age :	21.07.1957
Date of Appointment :	08.10.2007
Date of Cessation :	27.09.2012
DIN No.:	00191251
Name :	Mr. Charudatta Kashinath Naik
Designation :	Director
Address :	15, Jumbo Society, TPS 4, 1^st Road, Bandra, Mumbai-400050, Maharashtra, India
Date of Birth/Age :	09.11.1965
Date of Appointment :	04.02.2004
DIN No.:	00225472

Other Directorship:

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	U67190MH1996PLC101326	SEZ PROJECTS LIMITED	Director	02/06/2003	02/06/2003	17/03/2008	Strike off	NO
2	L74210MH2004PLC144367	GTL INFRASTRUCTURE LIMITED	Director	04/02/2004	04/02/2004	-	Active	NO
3	L40300MH1987PLC045657	GTL LIMITED	Whole-time director	01/10/2010	01/10/2007	12/09/2012	Active	NO
4	U64200MH2009PLC192365	GLOBAL RURAL NETCO LIMITED	Director	02/11/2010	15/05/2009	-	Active	NO
5	U40108MH2009PTC197883	GLOBAL SMARTPOWER PRIVATE LIMITED	Director	16/12/2009	16/12/2009	-	Active	NO
6	U72900MH2007PTC175384	WIRELESS BUSINESS SERVICES PRIVATE LIMITED	Director	28/02/2011	28/02/2011	24/05/2012	Active	NO
7	U64200DL2010PTC205334	WIRELESS BROADBAND BUSINESS SERVICES (HARYANA) PRIVATE LIMITED	Director	28/02/2011	28/02/2011	24/05/2012	Active	NO
8	U64200DL2010PTC205336	WIRELESS BROADBAND BUSINESS SERVICES (KERALA) PRIVATE LIMITED	Director	28/02/2011	28/02/2011	24/05/2012	Active	NO
9	U64200DL2010PTC205333	WIRELESS BROADBAND BUSINESS SERVICES (DELHI) PRIVATE LIMITED	Director	28/02/2011	28/02/2011	24/05/2012	Active	NO

Name :	Mr. Anand Prabhakar Patkar
Designation :	Director
Address :	52/53, Jayant Apartments, Marathe Marg, PRabhadevi, Mumbai-400025, Maharashtra, India
Date of Birth/Age :	07.09.1952
Date of Appointment :	08.10.2007
DIN No.:	00634761

Other Directorship:

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Company/ LLP Status	Defaulting status
1	L74210MH2004PLC144367	GTL INFRASTRUCTURE LIMITED	Director	13/06/2008	08/10/2007	Active	NO

Name :	Mr. Vinod Balmukand Agarwala
Designation :	Director
Address :	Damini 301, 3^rd Floor, Juhu Tara Road, Mumbai-400049, Maharashtra, India
Date of Birth/Age :	30.10.1949
Date of Appointment :	20.07.2009
DIN No.:	01725158

Other Directorship:

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	U51900MH1990PTC055920	SUDITUL TRADING AND INVESTMENT COMPANY PRIVATE LIMITED	Director	23/05/1999	23/05/1999	-	Active	NO
2	U44513MH2005FTC156128	DELTA GALIL TEXTILES (INDIA) PRIVATE LIMITED	Director	16/09/2005	16/09/2005	-	Active	NO
3	U51900MH2008PTC181295	YES FACADE SYSTEMS PRIVATE LIMITED	Director	18/04/2008	18/04/2008	01/04/2010	Active	NO
4	U74999MH2007PTC177178	GLOBAL TRUSTEESHIP COMPANY PRIVATE LIMITED	Director	31/10/2008	10/05/2008	05/08/2011	Active	NO
5	L74210MH2004PLC144367	GTL INFRASTRUCTURE LIMITED	Director	25/08/2010	20/07/2009	-	Active	NO
6	U24110MH1973PTC016984	SBM CHEMICALS AND INSTRUMENTS PRIVATE LIMITED	Additional director	26/08/2009	26/08/2009	-	Active	NO
7	L74999MH1983PLC029752	SUPREME INFRASTRUCTURE INDIA LIMITED	Director	20/09/2010	20/01/2010	-	Active	NO
8	U74140MH2008PTC184909	V-MAGNUM OPUS STRATEGIC SOLUTIONS PRIVATE LIMITED	Director	01/04/2011	01/04/2011	-	Active	NO
9	U64203TN2009PLC073803	CHENNAI NETWORK INFRASTRUCTURE LIMITED	Director	28/09/2012	29/12/2011	-	Active	NO

Name :	Mr. Vijay Manohar Vij
Designation :	Director
Address :	3, Pushpavilla P K Road, Mulund (West), Mumbai-400080, Maharashtra, India
Date of Birth/Age :	21.09.1970
Date of Appointment :	20.07.2009
DIN No.:	02245470

Other Directorship:

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Company/ LLP Status	Defaulting status
1	L40300MH1987PLC045657	GTL LIMITED	Director	10/07/2009	03/07/2008	Active	NO
2	L74210MH2004PLC144367	GTL INFRASTRUCTURE LIMITED	Director	25/08/2010	20/07/2009	Active	NO
3	U64203TN2009PLC073803	CHENNAI NETWORK INFRASTRUCTURE LIMITED	Director	27/04/2011	28/03/2011	Active	NO

Name :	Mr. Prakash Bhaskarrao Ranjalkar
Designation :	Whole Time Director
Address :	2003, 2th Floor, Octavius Building, Hiranandani Garden, Powai, Mumbai-400076, Maharashtra, India
Date of Birth/Age :	04.09.1965
Date of Appointment :	04.02.2004
Date of Cessation :	31.12.2011
DIN No.:	00191053

KEY EXECUTIVES

Name :	Mr. Suresh V Joshi
Designation :	Secretary
Address :	B/2B, Shivathirth Co-Operative Housing Society Limited, M G Road, Naupada, Thane-400602, Maharashtra, India
Date of Birth/Age :	28.10.1952
Date of Appointment :	06.12.2011
PAN No.:	AADPJ3323Q

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 30.09.2012

Category of Shareholder	No. of Shares	% of No. of Shares
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Bodies Corporate	453289282	23.75
Sub Total	453289282	23.75
(2) Foreign
Total shareholding of Promoter and Promoter Group (A)	453289282	23.75
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI	214	0.00
Financial Institutions / Banks	1028402481	53.88
Insurance Companies	30094886	1.58
Foreign Institutional Investors	18545681	0.97
Sub Total	1077043262	56.43
(2) Non-Institutions
Bodies Corporate	43758021	2.29
Individuals
Individual shareholders holding nominal share capital up to Rs. 0.100 Million	78853853	4.13
Individual shareholders holding nominal share capital in excess of Rs. 0.100 Million	39528320	2.07
Any Others (Specify)	216078181	11.32
Overseas Corporate Bodies	197266	0.01
Foreign Corporate Bodies	213096000	11.17
Non Resident Indians	2784915	0.15
Sub Total	378218375	19.82
Total Public shareholding (B)	1455261637	76.25
Total (A)+(B)	1908550919	100
(C) Shares held by Custodians and against which Depository Receipts have been issued	0	0.00
Sub Total	0	0.00
Total (A)+(B)+(C)	1908550919	0.00

BUSINESS DETAILS

Line of Business :

Subject is providing telecom towers to the operators on shared basis.

GENERAL INFORMATION

No. of Employees :

Not Available

Bankers :

· Andhra Bank

· Indian Overseas Bank

· Axis Bank

· Life Insurance Corporation of India

· Bank of Baroda

· Oriental Bank of Commerce

· Bank of India

· Punjab National Bank

· Canara Bank

· State Bank of Bikaner and Jaipur

· Central Bank of India

· State Bank of India

· Corporation Bank

· State Bank of Patiala

· DEG, Germany

· State Bank of Travancore

· Dena Bank

· Union Bank of India

· IDBI Bank

· United Bank of India

· Indian Bank

· Vijaya Bank

Facilities :

Secured Loan

Rs. In Millions

31.03.2012

Rs. In Millions

31.03.2011

Long-Term Borrowings

Rupee Term Loans from

- Banks

29999.529

26255.318

- Financial Institution

1072.986

1037.800

Foreign Currency Term Loan from

- Financial Institution

833.671

512.051

TOTAL

31906.186

27805.169

Unsecured Loan

Rs. In Millions

31.03.2012

Rs. In Millions

31.03.2011

Long-Term Borrowings

Foreign Currency Convertible Bonds (FCCBs)

0.000

10364.322

Short-Term borrowings

Buyer’s Credit

0.000

210.704

From Banks

0.000

10000.000

TOTAL

0.000

20575.026

NOTES

LONG-TERM BORROWINGS

Term Loans from Banks and Financial Institutions are secured by way of

(i) Mortgage by first pari-passu charge on all immovable assets, both present and future and on all movable assets, both present and future, including first floating charge on all the current assets of the Company.

(ii) Sponsor support from Global Holding Corporation Private Limited (GHC) and Mr. Manoj Tirodkar (Promoter) towards debt servicing of CDR Lenders and Personal guarantee aggregating to Rs. 6010.400 Millions by Mr. Manoj Tirodkar.

Terms of Repayment

i) Rupee Term Loans from Banks and Financial Institutions having an effective yield of 10.75% over the tenure of the facility aggregating to Rs. 30189.972 Millions are repayable in 53 structured quarterly installments starting from June 30, 2013 and ending on June 30, 2026.

The Maturity Profile of these loans is as set below:

(Rs. In Millions)

2013-14	22.642
2014-15	150.950
2015-16	301.900
2016-17	905.699
2017-18	1811.398
2018-19	2113.298
2019-20	2415.198
2020-21	2717.097
2021-22	3320.897
2022-23	3773.746
2023-24	3773.746
2024-25	3773.746
2025-26	3924.696
2026-27	1184.956

(ii) Rupee Term Loans from Banks and Financial Institutions having an Interest rate of 3% p.a aggregating to Rs. 573.614 Millions are repayable in 16 structured quarterly installments starting from June 30, 2013 and ending on March 31, 2017.

The Maturity Profile of this loan is a set below :

(Rs. In Millions)

2013-14	85.003
2014-15	114.967
2015-16	172.451
2016-17	201.193

(iii) The Foreign Currency Term Loan includes overdue amount of Rs. 277.890 Millions as on March 31, 2012. Subsequently on May 14, 2012 the terms of the loan have been amended and as per the amended terms the repayment of loans will commence only from June 15. 2013 and is accordingly repayable in 32 equated quarterly installments of Euro 375,000 starting from June 15, 2013 and ending on March 15, 2021. The loan carries Interest rate of 3 months Euribor+200 bps.

(iv) Rupee Term Loans from Banks having an Interest rate of 8% p.a aggregating to Rs. 308,929,836 are repayable only after the Final Settlement date of all other restructured Loans, i.e., June 30, 2026.

Zero Coupon Foreign Currency Convertible Bonds (FCCBs) :

(i) 2,283 Foreign Currency Convertible Bonds (FCCBs) of USD 100,000 each, aggregating to USD 228.30 Million were outstanding as on March 31, 2012 convertible at the option of the bondholders into Equity shares of the Company by November 22, 2012. In the event the FCCBs holders do not exercise their option by the due date, the FCCBs are redeemable at a premium of 40.4064 percent of the principal amount. The pro-rata premium as on March 31, 2012 works out to Rs. 4073.033 Millions. At the time of redemption, the Company will adjust the premium on redemption to Securities Premium Account and it will not have any impact on profit or loss of the Company. Meanwhile, the Company has also initiated the process of restructuring the FCCB’s.

(ii) Zero Coupon Foreign Currency Convertible Bonds (FCCBs) of USD 100,000 each are :

(a) Convertible by the bond holders at any time on and after January 27, 2008 but prior to close of business on November 22, 2012. Each bond will be converted into fully paid up Equity Shares of Rs. 10 each at an initial Conversion Price of Rs. 53.04 per share translated from U.S. dollars at the Fixed exchange rate of Rs. 39.30 per U.S. dollar.

(b) Redeemable, in whole but not in part, at the option of the Company at any time on or after November 28, 2010 but not less than seven business days prior to maturity date subject to fulfillment of certain terms and obtaining requisite approvals.

(c) Redeemable on maturity date at 140.4064 percent of its principal amount, if not redeemed or converted earlier.

CDR Empowered Group (CDR EG) vide their letter dated December 23, 2011 (‘CDR Letter’) approved the Company’s financial restructuring package under the corporate debt restructuring mechanism (CDR) effective from July 1, 2011. As per the above mentioned restructuring package, a part of the debts outstanding in respect of CDR lenders who have signed the agreement as on that date and CCD contribution received from promoters, aggregating to Rs. 10994.774 Millions has been disclosed as CCD Application Money in Note No. 8 “Other Current Liabilities”. Further, as per the above package the balance Rupee debt of the CDR lender are repayable over the period of 15 years with a moratorium of one year nine months from the effective date carrying interest on step up basis with an effective yield of 10.75% over the tenure of the facility and payable after one year six months from the effective date. Subsequent to March 31, 2012 the Company allotted Compulsorily Convertible Debentures against the above CCD Application Money of Rs. 10994.774 Millions. Further, on May 5, 2012 these CCD’s have been converted into 869,839,670 equity shares of Rs. 10/- each fully paid up.

Banking Relations :	--
Financial Institution :	IDBI Trusteeship Services Limited, Asian Building, Ground Floor, 17 R K Kamani Marg, Ballard Estate, Mumbai-400001, Maharashtra, India
Auditors :
Name :	Yeolekar and Associates Chartered Accountant
Trust :	Tower Trust (The Company is sole beneficiary)
Associates :	· GTL Limited · Technology Infrastructure limited · Global Holding Corporation Private Limited
Subsidiaries :	Chennai Network Infrastructure Limited

CAPITAL STRUCTURE

AS ON 31.03.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
3000000000	Equity Shares	Rs.10/- each	Rs. 30000.000 Millions
50000000	Preference Shares	Rs.100/- each	Rs. 5000.000 Millions
	TOTAL		Rs. 35000.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
957348604	Equity Shares	Rs.10/- each	Rs. 9573.486 Millions

NOTES

RECONCILIATION OF THE SHARES OUTSTANDING AT THE BEGINNING AND AT THE END OF THE YEAR

Particulars	AS AT MARCH 31^ST, 2012
	NUMBER	RS. IN MILLIONS
Equity Shares at the beginning of the Year	957,348,604	9573.486
Equity Shares at the end of the Year	957,348,604	9573.486

TERMS/RIGHTS ATTACHED TO EQUITY SHARES

The Company has only one class of equity shares having par value of Rs. 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.

SHARES RESERVED FOR ISSUE UNDER OPTIONS TO :

(i) The Employee Stock Option Schemes (ESOS) holders under the ESOS have the option to exercise/convert ESOS into 13,495,004 (Previous Year 13,651,804)

(ii) The Foreign Currency Convertible Bonds (FCCB) holders have the option to convert FCCB into 169,158,948 (Previous Year 169,158,948)

(iii) Compulsorily Convertible Debenture (CCD) holders to be allotted pursuant to the Corporate Debt restructuring package

DETAILS OF SHAREHOLDERS HOLDING MORE THAN 5% SHARES IN THE COMPANY

NAME OF SHAREHOLDERS	AS AT MARCH 31^ST, 2012
	NUMBER OF SHARES HELD	% HOLDING IN SHARE CAPITAL
GTL Limited	170,226,673	17.78%
Global Holding Corporation Private Limited	211,733,496	22.12%
Technology Infrastructure Limited	222,345,700	23.23%
IFCI Limited	175,536,793	18.34%

AS ON 27.12.2011

Authorised Capital : Rs. 50000.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
1908550919	Equity Shares	Rs.10/- each	Rs. 19085.509 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2012	31.03.2011	31.03.2010
SHAREHOLDERS FUNDS
1] Share Capital		9573.486	9573.486	9573.486
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		3097.918	6797.270	9080.207
4] (Accumulated Losses)		0.000	0.000	(937.340)
NETWORTH		12671.404	16370.756	17716.353
LOAN FUNDS
1] Secured Loans		31906.186	27805.169	28268.210
2] Unsecured Loans		0.000	20575.026	16436.847
TOTAL BORROWING		31906.186	48380.195	44705.057
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		44577.590	64750.951	62421.410
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		41351.966	35672.504	30475.568
Capital work-in-progress		2786.068	8616.308	9815.006
INVESTMENT		35.000	0.000	18584.724
NON CURRENT INVESTMENT		18489.724	18489.724	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	11.661	10.948	39.413
	Sundry Debtors	361.255	376.145	337.117
	Cash & Bank Balances	485.938	2657.980	4602.526
	Other Current Assets	1074.149	415.866	100.780
	Loans & Advances	8793.397	9492.209	2633.212
Total Current Assets		10726.400	12953.148	7713.048
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	984.125	998.424	267.853
	Other Current Liabilities	27817.185	9969.679	3665.403
	Provisions	10.258	12.630	233.680
Total Current Liabilities		28811.568	10980.733	4166.936
Net Current Assets		(18085.168)	1972.415	3546.112
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		44577.590	64750.951	62421.410

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2012	31.03.2011	31.03.2010
	SALES
		Revenue From Operations	5505.560	4904.186	3479.548
		Other Income	66.126	436.431	333.688
		TOTAL (A)	5571.686	5340.617	3813.236
Less	EXPENSES
		Infrastructure Operation and Maintenance Cost	1837.908	1532.882	1049.396
		Consumption Material Changes Inventories	0.000	0.000	1.677
		Employee Benefits Expenses	156.818	204.138	201.540
		Other Expenses	565.919	357.142	318.900
		TOTAL (B)	2560.645	2094.162	1571.513
Less	PROFIT / (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		3011.041	3246.455	2241.723
Less	FINANCIAL EXPENSES (D)		4285.076	2562.745	284.307
	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		(1274.035)	683.710	1957.416
Less/ Add	DEPRECIATION/ AMORTISATION (F)		2434.238	2076.597	1983.212
	PROFIT / (LOSS) BEFORE TAX (E-F) (G)		(3708.273)	(1392.887)	(25.796)
Less	TAX (H)		0.000	0.000	0.000
	PROFIT / (LOSS) AFTER TAX (G-H) (I)		(3708.273)	(1392.887)	(25.796)
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		(2330.227)	(937.340)	(911.544)
	BALANCE CARRIED TO THE B/S		(6038.500)	(2330.227)	(937.340)
	EARNINGS IN FOREIGN CURRENCY
		Interest Received	NA	0.000	93.213
		Profit on Sale of Investment in subsidiary	NA	0.000	3.051
	TOTAL EARNINGS		NA	0.000	96.264
	IMPORTS
		Capital Goods	59.269	343.563	0.000
	TOTAL IMPORTS		59.269	343.563	0.000
	Earnings Per Share (Rs.)		(3.87)	(1.45)	(0.03)

KEY RATIOS

PARTICULARS		31.03.2012	31.03.2011	31.03.2010
PAT / Total Income	(%)	(66.56)	(26.08)	(0.68)
Net Profit Margin (PBT/Sales)	(%)	(67.36)	(28.40)	(0.74)
Return on Total Assets (PBT/Total Assets}	(%)	(7.12)	(2.86)	(0.07)
Return on Investment (ROI) (PBT/Networth)		(0.29)	(0.09)	(0.00)
Debt Equity Ratio (Total Liability/Networth)		0.37	3.63	2.76
Current Ratio (Current Asset/Current Liability)		0.37	1.18	1.85

LOCAL AGENCY FURTHER INFORMATION

Sr. No.	Check List by Info Agents	Available in Report (Yes / No)
1]	Year of Establishment	Yes
2]	Locality of the firm	Yes
3]	Constitutions of the firm	Yes
4]	Premises details	No
5]	Type of Business	Yes
6]	Line of Business	Yes
7]	Promoter's background	Yes
8]	No. of employees	No
9]	Name of person contacted	No
10]	Designation of contact person	No
11]	Turnover of firm for last three years	Yes
12]	Profitability for last three years	Yes
13]	Reasons for variation <> 20%	-----
14]	Estimation for coming financial year	No
15]	Capital in the business	Yes
16]	Details of sister concerns	Yes
17]	Major suppliers	No
18]	Major customers	No
19]	Payments terms	No
20]	Export / Import details (if applicable)	Yes
21]	Market information	-----
22]	Litigations that the firm / promoter involved in	-----
23]	Banking Details	Yes
24]	Banking facility details	Yes
25]	Conduct of the banking account	-----
26]	Buyer visit details	-----
27]	Financials, if provided	Yes
28]	Incorporation details, if applicable	Yes
29]	Last accounts filed at ROC	Yes
30]	Major Shareholders, if available	No
31]	Date of Birth of Proprietor/Partner/Director, if available	Yes
32]	PAN of Proprietor/Partner/Director, if available	No
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	Yes

NOTE

Registered office has been shifted from Maestros House, MIDC, Building No.2, Sector 2, Millennium Business Park, Mahape, Navi Mumbai-400710, Maharashtra, India. To the present address w.e.f. 01.07.2011.

FINANCIAL PERFORMANCE

Operating Profit / (Loss) was at Rs. 510.700 Millions in comparison to previous year’s Operating Profit / (Loss) of Rs. 733.400 Millions. Net Profit/(Loss) for the year was at (Rs. 3708.300) Millions in comparison to previous year’s net profit /(loss) of (Rs.1392.900) Millions.

On a consolidated basis, total income for the year was at Rs. 14077.800 Millions. Operating Profit / (Loss) (profit before taxes excluding other income and finance costs) was at (Rs.302.300) Millions. Net Profit / (Loss) for the year was at (Rs. 9977.200) Millions.

MANAGEMENT DISCUSSION AND ANALYSIS

Subject is in the business of providing telecom towers to the operators on shared basis.

INDIAN TELECOM INDUSTRY

Third largest in the world and the second largest among the emerging economies of Asia, the Indian Telecommunication industry has experienced stupendous growth in the last 4 to 5 years recording a subscriber’s base of 951.34 million. Sharing of telecom towers played a key role in supporting this growth by helping operators bring down their Capex and Opex and making tariffs affordable.

While the mobile subscriber base was continuing to grow at an annual rate of around 20% coming into 2012, Average Revenue Per User (ARPU) has been steadily declining as competing operators offer cheaper tariffs; at the same time usage levels have remained reasonably high thus slowing the decline in revenues. There has been a major push in recent years to take mobile services into the poorer and rural areas of the country; this has also weighed heavily on ARPUs.

The Financial year 2011-12 could be termed as one of the worst year in the history of Indian telecom industry which was plagued by corruption, pricing war, regulatory uncertainty and over competition which lowered the investors’ confidence in the sector. This has affected the business and thus the growth prospects of the Tower companies.

The cancellation of 122 mobile licenses by of the Supreme Court, has resulted in slowdown in the industry as the operators are not expanding their networks. At the same time the inability of the operators to raise fresh capital in the light of the current scenario of high interest rates and the unwillingness of banks to lend to the telecom operators due to uncertainties in the sector, has deferred the expansion plans.

There are some regulatory concerns with regard to bringing Infrastructure Provider – I category under the umbrella of Unified License which might result into 6% license fees for IP-I players as a part of revenue sharing and lowering of FDI limit to 74% from current 100%.

This has had a major negative impact on the revenues and growth of companies providing telecom towers and related services to the industry. The Sector thus awaits clear policy guidelines that shall define a cohesive direction for development and growth of this industry.

INDIAN TELECOM TOWER INDUSTRY AND SHARING OF TELECOM TOWERS

Telecom towers form the backbone of the wireless networks and provide last mile connectivity to subscribers. To sum up, the Indian tower space can be categorized into the following:

· Operator owned Tower companies (Bharti Infratel, Reliance Infratel, VIOM etc.)

· Operator owned Alliances (Indus, jointly owned by Bharti, Idea and Vodafone)

· Independent Tower companies (GTL Infra, American Towers, Tower Vision etc.)

· In addition to this, there are towers owned by Government Operators like BSNL and MTNL

OPERATIONS

The Company is a pioneer in the telecom tower business in India and has emerged to be the largest independent telecom tower company in India by number of towers. The Company’s approach towards business growth and delivery is focused on leveraging its leading position to take advantage of the growth opportunities in the fastest

growing and second largest telecom market in the world.

OPERATIONS STRATEGY

The Company focuses on increasing the demand for its towers by providing the customers well managed tower portfolio of 32,578 towers covering all the 22 telecom circles. This is achieved by increasing the saleability of the towers which revolves around two core principles, which are as follows:

(A) ENHANCING TENANCY WITH MINIMAL CAPEX

The sudden and major slowdown in the telecom sector last year resulted into very few new towers being rolled out in the industry. With pan India network footprint and a substantial scale the Company believes that fresh rollout of towers may be limited to cater to the current demand from the operators. However the newer concepts like bartering, swapping and trading of tenancies is rapidly gaining traction among the tower companies, making fresh rollouts unnecessary. Of the 20,000 RoFR tenancy commitments from Aircel, the Company has successfully received over 2,500 orders till Mar’12 and still has nearly 17,500 tenancies commitment in hand. Thus the company is very well placed to take advantage of this new concept which will help it increase its tenancy on the towers.

(B) INCREASING EFFICIENCY AND REDUCING OPERATIONAL COST

The Company intends to improve returns on its tower portfolio by entering into arrangement with other players in the industry bilateral basis for single tenant towers.

The Company also in the process of rationalizing its tower portfolio to reduce its operating cost. The Company will reduce the overlap between its tower portfolio and CNIL tower portfolio. The Company is also planning to monetize some unoccupied towers. The Company expects that these efforts will result into rationalizing its tower portfolio by 10 to 15% and saving of operational cost.

PORTFOLIO DETAILS

CAPACITY AVAILABILITY

All the telecommunication towers of the Company are configured to host multiple wireless service providers. The number of antennae its towers can accommodate varies depending on the type of tower (GBT or RTT). Generally, a GBT site can accommodate around 3-4 Operators, while a RTT site can accommodate up to 2-3 Operators. The breakup of the company’s consolidated tower portfolio as on March 31, 2012 across India is as shown in the table below.

Circle	TOTAL TOWERS
AP	1143
AP - USO	288
Assam	1603
Bihar	2534
Chennai	1611
Delhi	981
Gujarat	1147
Haryana	281
HP	387
J and K	846
Jharkhand	166
Karnataka	2027
Kerala	566
Kolkata	916
Maharashtra and Goa	2927
Madhya Pradesh	561
Mumbai	591
North East	682
Orissa	1540
Punjab	607
Rajasthan	928
Taminadu	4319
Uttar Pradesh (East)	2513
Uttar Pradesh (East) – USO	134
Uttar Pradesh (West)	1326
West Bengal	1963
TOTAL	32587

TECHNOLOGY INDEPENDENCE

The Company has the unique distinction of designing and owning towers with maximum number of operators in India. These towers host operators who operate on various wireless technologies such as GSM, CDMA and WiMAX.

NETWORK UPTIME

A key measure of the reliability of the tower network that a tower Company offers is its ‘Network Uptime’. It is calculated as the ratio of the minutes that the towers are available for use for its customers in a specific period of time divided by the total number of minutes in that period.

TOWER DESIGN AND HEIGHT

In the last three years, the Company has deployed around 12 ground based tower design variants certified by the Structural Engineering Research Centre (SERC) and Indian Institute of Technology (IIT), Mumbai. These designs ensure adherence to the requirements of multi-operator equipment loading and required wind speed resistance. For roof top towers, Lattice towers or Delta / Pole structures are deployed to suit the structure of the building on which they are based, along with the regular requirements.

The height of the towers rolled out by the Company, is based on the process of height identification in keeping with ‘Line of Sight’ requirements of multiple Operators. Generally, the height of Company’s ground based towers are in the range of 40-60 meters, and roof top towers are in the range of 15-20 meters.

TOWER OPERATIONS

CELLSITE OPERATIONAL EXPENDITURE

The major elements of tower operating expenses include monthly site rentals, Operations and Maintenance (O and M) expenses and energy and fuel expenses. Tower O and M expenses consists primarily of repairs and maintenance charges, Annual Maintenance Charges (AMC), rates and taxes and security expenses.

The energy and fuel expenses are reimbursable from Operators and are apportioned equally among all tenants. Overhead expenses for tower O and M include Selling, General and Administrative (SG and A) expenses to support the services. SG and A expenses remain almost unchanged on addition of incremental customers to their sites.

SITE OWNERSHIP

The average size of the land for ground-based and roof top towers are approximately 4,000 sq.ft. and 500 sq.ft. respectively.

Most of the land acquired by the Company for cellsite rollout is owned by third parties. These tower premises have been taken on lease or ‘Leave and License’ basis, wherein the agreements are for approximately 10 to 15 years and provide for escalation once in every three to five years. The Company has the right to cancel or exit the lease at any point of time.

SITE SECURITY

The Company has site security arrangements in place for its tower sites wherever required. In case of roof top towers, the building owners generally take responsibility for maintaining security.

Ground-based towers are typically protected either by site security service arrangements with agencies which ensures security guards at all the cellsites or delegation of site security to the land lord of the cellsite premises.

SITE O AND M

The Company has signed Master Service Agreement (MSA) with its customers which include the key SLA parameters of maintaining DC power availability uptime, ensuring right temperature inside the shelter and overall upkeep of the cellsite. Effective Operation and Maintenance services are key to ensuring compliance to SLA parameters and customer satisfaction. The site O and M activities include Diesel filling, Payment of energy and fuel charges, Field level maintenance, Warranty and Annual Maintenance Contract (AMC) coordination, Energy management, Remote monitoring, and Remote metering facility.

The Company has outsourced the O and M of a section of its cellsites to GTL Limited. It has set up internal supervisory teams which centrally monitor the O and M activities of each circle and collect periodic reports on the critical performance parameters.

POWER AND FUEL

The Company sources power for its cellsites from local electricity boards. The supply of electricity from local and regional power grids within India is generally not adequate or reliable. Thus the Company cellsites are also equipped with batteries and diesel generator sets as back-up power arrangements. Typically, the Company passes on the power and fuel costs to its tenants, and in cases where the Company has multiple tenants at a site the total charges are apportioned among tenants. As mentioned earlier the company has signed a contract with GTL Limited which will bring down the energy costs at company’s towers.

INFORMATION SYSTEMS

The Company’s web based software tool called ‘Site Locator’ allows indentifying existing GTL Infra tower nearest to the RF of the operator and thus enables effective response to customer inquiries. The Company has an Enterprise Project Management system for close monitoring of the progress of the sites during their implementation stage across India.

In addition, the Company uses Oracle Financial to make the processes of billing and accounts, efficient and accurate. The Company has implemented a nationwide portal integrating the various Management Information Systems, which provides selective access to concerned sales, planning, site implementation and O and M personnel.

MERGER OF CNIL INTO GTL INFRA

Post CDR of GTL Infra and CNIL, the financials and capital structure of both the Companies have changed substantially. Therefore the Company has decided to modify the Scheme of Arrangement and submit it afresh for the approval of the Hon’ble Courts.

FUTURE OUTLOOK

The Company intends to maintain its leadership position, as the leading third party Independent Telecom Tower Infrastructure Company in India. The Company plans to capitalize on the 3G and BWA rollouts by providing comprehensive and value enhanced services to the Operators in cost efficient manner this could increase the occupancy on the tower and the Company will continue to explore organic and inorganic growth opportunities to strengthen its footprint in the Tower Infrastructure business.

Overall, the Company expects the tenancy growth to come from the expansion in the Rural areas and the growth in the 3G / 4G and BWA networks. The Government is working on a new telecom policy which is expected to provide the impetus for the next phase of growth. There are several policy decisions like refarming of spectrum, auction of spectrum, renewal of licenses etc which will have an impact on the growth prospects and profitability of the tower companies. Also, clarifications on the Retrospective Tax, GAAR and M and A norms for the industry will boost development and growth of the Industry.

QUALITY

GTL Infra is an ISO 9001:2008 certified and is committed to providing its customers with value added services along with its core offerings. The Company has established a set of key principles and processes that ensure high level of ‘Quality’ along with ‘Efficiency’ in its services.

Quality Management System at the Company comprises of the standards and initiatives used for the execution and O and M of the sites (Passive Telecom Infrastructure) using the set of Internal and External processes. The system is made up of several processes interlinked/ interfaced (software applications) including documents, work instructions, formats, resources, policies, regulations, materials, supplies, tools and equipments, which help us to transform inputs into desirable outputs.

PROJECT SITE AND PROCESS QUALITY

As per their philosophy, quality management is doing the right thing right the first time by way of right quality definition and quality improvement at the execution stage. This saved lot of resources in rework and maintenance and has helped the Company to save on its infrastructure provisioning cost and has boosted the Company’s EBITDA Margin. This was mainly achieved through

• Categorizing the sites based on their quality into three buckets and bringing majority of the sites under the AAA category from AA and A categories

• Reducing non conforming sites to near zero levels

• Bearing fruits from the optimum utilization of automation and process improvement initiatives like land and legal, I-mist, MIS portal and Incentive management system implemented last year

• Implementing various process improvement initiatives like IQMS (Integrated Quality Management system) which mapped the various quality standards to the Company’s quality road map

OVERVIEW

The Company faced a serious liquidity crunch from the beginning of this financial year due to unforeseen changes in the Telecom industry.

GIL took a decision to restructure its financial indebtedness and has now completed Corporate Debt Restructuring (CDR) of the entire debt in a way that it not only has successfully brought down the loan amount and has provided for a moratorium period but has helped ease the liquidity pressure. CDR details are outlined in the Directors Report.

GIL has thus been able to curb certain important risks.

FINANCIAL RISK

MARKET RISK

THE GLOBAL PERSPECTIVE

• Though the slowdown in high-income economies will be sharper, developing countries will also be affected. Downside risks related to the loss of markets confidence in the ability of one or more high-income countries to repay their debt remains a serious concern

• Global GDP growth forecast is significantly downgraded in latest World Bank Global Economic Prospects report. The global economy is now expected to expand 2.5 and 3.1 percent in 2012 and 2013 versus the 3.6 percent projected in June 2011 for both years

• The World Bank cut its forecast for growth in developing economies to 5.4 percent for 2012 from its previous forecast of 6.2 percent, saying expansion in Brazil and India and to a lesser extent Russia, South Africa and Turkey, had slowed already

• If the euro area debt crisis escalates, global growth would see a fall. Also, the negative outlook for many European countries due to the current debt crisis is affecting investor sentiment throughout the world

• Rise in global inflation and cost of financing has affected earnings of many companies and has led to a loss of investor confidence, thus making international financial markets extremely volatile

• The consequences of these global economic issues is that it may push the global economy slowly into an untimely recession thus Countries need to prepare for a Real Risk which constitutes for the escalation in euro area debt crisis that could tip the world economy in slump on par with the global downturn experienced in 2008-09

THE INDIAN PERSPECTIVE

• Central Banks of developed nations are keeping their interest rates low to stimulate growth and are even willing to accept inflationary pressures in the short term. However, in India, consistently high food inflation and rising commodity prices has forced the RBI to maintain the high interest rates to tackle the runaway inflation

• The RBI has already hiked its key-policy rates thirteen times since March 2010 to curb demand and tame inflation. RBI is not comfortable with interest rate cuts as inflation is still an issue owing to lack of supply-side growth and the 2 per cent increase in excise which is potentially inflationary. It is expected that RBI shall undertake some rate cuts as inflation has come into the expected levels and GDP rate is dropping

• The union budget for 2012-13 has failed to provide any thrust to the slacking pace of economic growth, as no major reforms were announced, nor any concrete measures were introduced to enforce fiscal discipline

• Currently Market risk is moderate for the Company owing to the CDR that has been completed thus helped bring down both interest rate risks to the extent of the rupee term loan exposure. The domestic currency risk has thus been successfully postponed for 10 years

• The Company has External Commercial Borrowings in the form of FCCB of Euro 12 Mn. outstanding to be paid in tranches every 6 months. This poses both a foreign currency risk as his is un-hedged as well as a liquidity risk. The Company has requested the FCCB lenders to restructure the loan as part of the CDR process which is currently underway

• As the revenues from their existing business lines are all dependent on the sustainability of Telecom sector, they believe that macroeconomic factors, including the growth of the Indian economy, interest rates, as well as the political and economic environment, currently have a significant direct impact on their business, results of operations and financial position

LIQUIDITY AND LEVERAGE RISK

• The Telecom industry, which is the only contributor to the Company’s revenues, is facing intense liquidity and cost pressures which are adding to the strain on margins and timely payments to the Company from customers thus intensifying the liquidity pressure on the Company. If the telecom sector continues to be bleak, pressure will mount on liquidity of GIL

• Due to the sectoral developments in the beginning of the financial year 2011-12, the Company faced severe liquidity crunch and had referred itself to the CDR to restructure its debt which has been successfully implemented. At least liquidity pressure has been eased but it is not possible to raise further loans from banks in the immediate future

• The Company’s market capitalization has been eroded considerably, Even though there is a slight rise in value it could make it difficult to raise further capital in the form of equity from financial markets or strategic investors. Thus, liquidity risks will continue to remain high in the near future

• The Merger of GIL and its subsidiary Chennai Network Infrastructure Limited (CNIL) has to be reviewed in light of the changed financial and ownership profile of both companies in light of the implementation of the CDR package. A modified scheme will now be placed before the honourable high courts and a new swap ratio will be announced

• A debt of Rs. 6500.000 Millions from ICICI bank has been transferred to CNIL as part of the CDR package. This debt may lead to further increase in liquidity pressure on the company. However, this is a 15 year debt with a ballooning interest payment structure and with a very negligible interest outgo in the first few years

• The External Commercial Borrowing (FCCB) which was due in November 2012 is currently being restructured subject to receipt of all regulatory and corporate approvals

• Thus this Rupee term loan restructuring and the settlements have helped GTL Infra emerge stronger from the crisis

FORM 8

Corporate identity number of the company	L74210MH2004PLC144367
Name of the company	GTL INFRASTRUCTURE LIMITED
Address of the registered office or of the principal place of business in India of the company	3^rd Floor, “Global Vision”, Electronics Sadan No. II, MIDC, TTC Industrial Area, Mahape, Navi Mumbai-400710, Maharashtra, India
This form is for	Creation of charge
Type of charge	· Uncalled share capital · Immovable property · Any interest in immovable property · Book debts · Movable property (not being pledge) · Others · Calls Made but not paid · Goodwill · Patent, license under a patent · Trademark · Copyright or license under a copyright
Particular of charge holder	IDBI Trusteeship Services Limited, Asian Building, Ground Floor, 17 r K Kamani Marg, Ballard Estate, Mumbai-400001, Maharashtra, India
Nature of instrument creating charge	Indenture of Mortgage executed and registered on 29.03.2012 at Pali, between Company and IDBI Trusteeship Services Limited acting as the Security Trustee for the CDR Lenders (a copy of the same is attached to this form), for creating first pari passu charge on the Company's immovable property admeasuring 199.75 Sq. Mtrs situated at Pali, Raigad and first pari passu charge on all properties and assets of the Company as described in the Indenture of Mortgage.
Date of instrument Creating the charge	29.03.2012
Amount secured by the charge	Rs. 36335.500 Millions
Brief of the principal terms an conditions and extent and operation of the charge	Rate of interest Interest on FITL: 3% p.a; Axis Bank Facility: 8% p.a.; Term loans and CLN facilities: as per LOA dated. 23.12.11. Rates may be reset on March 31 2014 and every year thereafter Terms of repayment Repayment shall be as per the terms of LOA dated 23.12.11., for Term Loans and CLN facility starting on June 30, 2013 and ending on June 30, 2026 on quarterly basis; and for balance FITL starting on June 30, 2013 and ending on March 31, 2017 on quarterly basis Margin Nil Extent and operation of the charge The Security created over the Specifically Mortgaged Properties shall be a first ranking fixed security in favour of the Security Trustee for the benefit of the CDR Lenders
Short particulars of the property charged (Including location of the property)	First pari passu charge over free-hold land admeasuring 199.75 Sq. Mtrs forming part of the said property known as Plot No. 39, Mouje Pali, Sudhagad Taluka, Raigad District. First pari passu charge on Borower's plant and machinery whether immovable or moveable as also all tangible and intangible moveable assets First pari passu charge over all rights, title, interest, benefit, claims and demands whatsoever of the Borrower, in, to, under the Project Documents, clearances and insurance contracts First pari passu charge overall all bank accounts of the Borrower, including the Trust and Retention Accounts and each of the other accounts First pari passu charge over all monies and amounts owing to or received by or receivable by the Borrower, whether now existing, or at any time existing First pari passu charge over such assets as more particularly described in Section 5 of the Indenture of Mortgage

FIXED ASSETS

· Land

· Building

· Plant and Machinery

· Office Equipments

· Furniture and Fixtures

· Vehicles

· Software

FINANCIAL RESULTS FOR THE QUARTER AND HALF YEAR ENDED SEPTEMBER 30, 2012

(Rs. in millions)

Sr. No.	Particular	Quarter Ended		Half Year Ended
		30.09.2012 (Unaudited)	30.06.2012 (Unaudited)	30.09.2012 (Unaudited)
1.	Net Sales/Income from Operations	1409.871	1398.531	2808.402
2.	Expenditure
	Infrastructure Operations and Maintenance Cost (Net)	496.445	480.173	976.617
	Employee’s Cost	58.539	39.902	98.442
	Depreciation	594.490	731.789	1326.279
	Other Expenditures	181.193	131.256	312.449
	Total	1330.667	1383.120	2713.787
3.	Profit From Operations before Other Income, Interest and Exceptional Items (1-2)	79.204	15.411	94.615
4.	Other Income	5.155	5.061	10.216
5.	Profit Before Interest and Exceptional Items (3+4)	84.359	20.472	104.831
6.	Interest	866.016	872.062	1738.078
7.	Profit After Interest but before Exceptional Items (5-6)	(781.657)	(851.590)	(1633.247)
8.	Exceptional Items	--	--	--
9.	Profit from Ordinary Activities before Tax (7+8)	(781.657)	(851.590)	(1633.247)
10.	Tax Expense	--	--	--
11.	Net Profit from Ordinary Activities after Tax (9-10)	(781.657)	(851.590)	(1633.247)
12.	Extraordinary Item (net of expense)	--	--	--
13.	Net Profit for the period (11-12)	(781.657)	(851.590)	(1633.247)
14.	Paid-up Equity Share Capital (Face Value of Rs.10/- Each)	19085.509	18271.883	19085.509
15.	Reserves Excluding Revaluation Reserve	--	--	--
16.	Basic and Diluted Earning Per Share (EPS) (Rs.)-Not Annualised
	a) Basic and diluted EPS before extraordinary items	(0.41)	(0.57)	(0.96)
	b) Basic and diluted EPS after extraordinary items	(0.41)	(0.57)	(0.96)
17.	Public Shareholding
	-Number of Shares	1,455,261,637	1,403,531,272	1,455,261,637
	- Percentage of Shareholding	76.25%	76.81%	76.25%
18.	Promoters and Promoter Group Shareholding
	a) Pledged/Encumbered
	- Number of Shares	91,160,781	91,160,781	91,160,781
	- Percentage of Shares (as a % of the Total Shareholding of promoter and promoter group)	21.43%	22.93%	21.43%
	- Percentage of Shares (as a % of the Total Share Capital of the Company)	5.09%	5.32%	5.09%
	b) Non Encumbered
	- Number of Shares	356,128,501	326,496,221	356,128,501
	- Percentage of Shares (as a % of the Total Shareholding of Promoter and Promoter Group)	78.57%	77.07%	78.57%
	- Percentage of Shares (as a % of the Total Share Capital of the Company)	18.66%	17.87%	18.66%

Notes

1. The above results have been reviewed by the Audit Committee and taken on record by the Board of Directors at their meeting held on October 31, 2012.

2. The Statutory Auditors of the Company have carried out a Limited Review of the results for the quarter and half year ended September 30, 2012 in accordance with clause 41 of the Listing Agreement.

3. During the quarter ended September 30, 2012, the Company has neither granted any fresh options to the employees nor have any of the employees exercised their options under the Employee Stock Option Scheme (ESOS). 13,465,454 ESOS options were outstanding as on September 30, 2012.

4. 2,283 Foreign Currency Convertible Bonds (FCCBs) of USD 100,000 each, aggregating to USD 228.30 Million were outstanding as on September 30, 2012 convertible at the option of the bondholders into Equity shares of the Company by November 22, 2012 or to be redeemed at a premium of 40.4064 percent of the principal amount. The pro-rata premium as on September 30, 2012 works out to Rs.4710.820 Millions, which has been provided in the books of accounts and is adjusted against the securities premium account in line with Section 78 of the Companies Act, 1956. The Company has received the approval from Reserve Bank of India for restructuring the FCCBs and is in the process of obtaining the Bondholders approval.

5. Pursuant to the approval of Corporate Debt Restructuring (CDR) Package of the Company by the CDR Empowered Group (CDR EG), during the quarter, the Company has converted 9,156,757 Compulsorily Convertible Debentures (CCDs) issued against part conversion of outstanding debt due to the lenders and contribution by the promoters into 81,362,645 equity shares of Rs.10/- each. Pursuant to the conversion of CCDs the equity share capital and security premium have increased by Rs. 813.626 Millions and Rs.102.049 Millions respectively.

6. The Company is predominantly in the business of providing “Telecom Towers’’ on shared basis and as such there are no separate reportable segments.

7. Earnings Before Interest, Depreciation, Tax and Amortization (EBIDTA) is as given below :

(Rs. In Millions)

	Quarter Ended September 30, 2012	Quarter Ended June 30, 2012	Half Year Ended September 30, 2012
EBIDTA	673.695	747.199	1420.894

8. The figures for the corresponding previous periods/year have been restated/regrouped wherever necessary, to make them comparable.

THE STATEMENT OF ASSETS AND LIABILITIES AS ON SEPTEMBER 30, 2012 IS AS UNDER:

PARTICULARS	30.09.2012
Equity and liabilities
Shareholders' fund
Share capital	19085.509
Reserve & surplus	(846.398)
Sub-total - Shareholders' funds	18239.111
Non - current liabilities
Long term borrowings	33673.540
Other Long term provisions	2085.229
Sub-total - Non-current liabilities	35758.769
Current liabilities
Short term borrowings	--
Trade payables	290.429
Other current liabilities	17933.212
Short term provisions	10.765
Sub-total - Current liabilities	18234.406
Total - Equity & Liabilities	72232.286
Assets
Non-current assets
Fixed assets	43564.673
Non-current investment	18489.724
Long term loans & advances	5413.713
Sub-total - Non-current Assets	67468.110
Current assets
Current Investments	287.137
Inventories	11.679
Trade receivables	400.091
Cash & bank balances	339.885
Short term loans & advances	2438.139
Other current assets	1287.245
Sub-total - Current Assets	4764.176
Total – Assets	72232.286

WEBSITE DETAILS

CORPORATE PROFILE

Subject, a Global Group enterprise, is in the business of Shared Passive Telecom Infrastructure in India. The company has a portfolio of over 30,000 towers located across India that will help bringing in connectivity at affordable prices to the poorest of poor, creating a positive impact on Indian economy.

Subject is a publicly listed company (BSE: 532775 and NSE: GTL Infra), and has emerged as the world’s largest independent tower company in India. It is registered with the Department of Telecommunications as an Infrastructure Provider in Category I (IP-I).

Subject has a portfolio of towers serving all the major cellular operators and is associated with prestigious projects being promoted by DoT and COAI such as USO (Universal Services Obligation Fund) for rural telecom infrastructure and MOST (Mobile Operator Shared Tower).

Their business model of infrastructure sharing is based on building, owning, operating and maintaining the passive telecom infrastructure sites capable of hosting multiple service providers. The model enables the operator to convert their capital expenditure to a fixed and predictable operational expenditure allowing them to divert precious capital towards core activities.

Subject aims to be the World’s most Efficient and Environment friendly tower company.

BOARD OF DIRECTORS

Mr. Manoj Tirodkar - Chairman

Mr. Manoj G. Tirodkar, founder of the Global Group is a first generation entrepreneur. He is widely credited with pioneering an integrated telecom play based on Network Services and Telecom Infrastructure.

Global Group has 7 operating companies, two of which are listed on Indian Stock Exchanges (BSE and NSE).

The Group is expected to cross revenues of US $ 1.5 Billion, total asset size of over US$ 5 Billion and more than 35,000 professionals by FY 2011. The Group has Operations across 46 countries, employs people of 22 nationalities and supports 18 social causes.

Mr. Manoj Tirodkar has been quick to recognize changes in the business environment and has been a pioneer in conceptualizing new business models. Under his leadership, GTL, the flagship Company of Global Group is India's largest Network Services Provider to the world. In a span of five years, GTL Infrastructure has grown to be the World's largest independent and neutral telecom tower company.

As part of his vision for a cleaner and greener environment, Global Group is investing over 2,500 Crores in engineering the world's largest green tower roll out, using energy management solutions and greener sources of fuel like Solar, Wind, Biomass etc.

A firm believer in Corporate Social Responsibility, Mr. Manoj Tirodkar supports a number of causes through Global Foundation. He takes keen interest in educating children in rural India, improving their health and helping the cause of visually challenged.

Mr. Manoj Tirodkar has won several awards and recognitions for his contribution to industry and entrepreneurship. He is the first Indian to win the prestigious "World Young Business Achiever Award 2000" (WYBA) presented by Worldcom group. He also won the Confederation of Indian Industry's (CII) Young Entrepreneur Trophy in 2001 and Telecom Man of the year.

Mr. N. Balasubramanian - Vice Chairman

Mr. Balasubramanian is a Post Graduate in Science and a Post Graduate from IIM, Ahmedabad, and has extensive experience in Banking and Finance. He has had experience with institutions like SIDBI, IFCI, Bank of Baroda etc. He had joined SIDBI as deputy managing director and was subsequently promoted as its Chairman and Managing Director. Mr. Balasubramanian has also served IFCI as Chairman for a short stint He served Bank of Baroda in rural and semi-urban branches. His service as Banker includes 5 years term as General Manager in Bank of Baroda at Brussels. He was associated with planning commission in preparing 5 years plan documents, focused on SME Financing as Chairman of the Sub-Committee. He was Instrumental in starting rating agency for SME.

Mr. Milind Naik - Whole Time Director Company - Chief Operating Officer

Mr. Milind Naik, Whole Time Director and Company - Chief Operating Officer, would be responsible for commercial, operations and cost optimization measures. He has extensive experience in telecom industry with expertise in treasury operations. Mr. Naik has been associated with Global Group for over 26 years.

Mr. Charudatta Naik – Director

Mr. Charudatta Naik has an experience of over 22 years in the telecom industry spanning across, Technical Support, Sales and Marketing and Business Operations

He is on the Board of GTL Limited and GTL Infrastructure Limited. He is also on the advisory board of Global Foundation, the charitable arm of the Global Group. As a whole time director, he provides strategic guidance to GTL Limited to enhance the company's growth potential, globally

Mr. Charudatta Naik has earlier worked with companies like Crompton Greaves and Unitel Communications.

He is an Engineering Graduate in Electronics and Telecom.

Dr. Anand Patkar - Independent Director

Dr. Patkar is a rank holder in Management Studies and has done Ph. D in Management and has handled variety of assignments across all areas of finance, Corporate Planning, Strategic Management, Mergers and Acquisitions, Collaboration and Joint Ventures, Feasibility Studies, Budgetary Control, HRD, Treasury and Systems in diverse industries. His senior level assignments include Group Treasurer and Systems Head of Greaves Limited.

Mr. Satya Pal Talwar - Independent Director

Mr. Talwar, was Deputy Governor of Reserve Bank of India with more than 40 years of operational and policy formulation experience in Commercial and Central Banking.

He has held several positions across banks like Reserve Bank of India, Bank of Baroda, Union Bank of India, Oriental Bank of Commerce. He held other positions earlier, such as Chairman, Indian Banks Association (IBA) Director, SEBI Director, IDBI Director, SIDBI Director, Oriental Insurance Company Director, IBU International Finance Limited, Hong Kong Director, Master Card International (Asia Pacific Regional Board, Singapore) Member, Advisory Committee, Ministry of Corporate Affairs, Government of India, New Delhi Member, Court of Jawaharlal Nehru University and other Directorships.

Presently, Mr. Talwar is Senior Advisor, YES Bank Limited and serves on the board of various companies.

Mr. Vinod B. Agarwala - Independent Director

Mr. Vinod B. Agarwala, is Solicitor, Supreme Court of England and Wales and Advocate of Supreme Court of India. He has been practicing in Mumbai for the last 35 years.

Mr. Agarwala specializes in Corporate laws, Securities laws, Project Finance, Property Law, FDI and Commercial Laws.

He is a Partner in Vigil Juris, Solicitors and Advocates, Mumbai. Besides being a lawyer, he is a Trustee and Managing Committee member of Public Trusts and educational Institute as also member of Ethics Committee of a well known Hospital in Mumbai.

Mr. Vijay M. Vij - Independent Director

Born on September 21st, 1970, Mr. Vijay M Vij, is a Practicing Chartered Accountant and has an experience of over 18 years in almost every facet of taxation, auditing and consulting profession. Mr. Vijay is a commerce graduate from Mumbai University and became Chartered Accountant from ICAI in 1995.

Mr. Vijay is the Managing Partner of P. Parekh and Associates, Chartered Accountants, and is an expert in Direct Taxation, Valuations, Financial Modeling, Business consultancy and M and A. He has effectively advised several companies on business restructuring and start up ventures, and helped them compete in tough Business Environment. He has hands on experience in providing advice on tax efficient entry strategy for India, transfer pricing and tax treaty implications.

MILESTONE

2004 : Formation

GTL Infrastructure Limited was incorporated on February 4th, 2004 under The Companies Act, 1956 as GTL infras Engineering and Managed Network Services Limited. The name of the Company was thereafter changed to GTL Infrastructure Limited on February 1st, 2005.

2006 : Listing

On November 9th 2006, GTL Infrastructure Limited (GTL Infra) was listed on BSE and NSE at a market cap of Rs. 1397 crs, becoming the first company in Asia Pacific to get listed in the Shared Telecom Infrastructure space.

2007 : Rights Issue

In October 2007, the Company raised its Equity Share Capital from Rs. 3364.000 Millions to Rs. 6728.000 Millions through the issue of 1:1 rights to its existing Shareholders. These rights were issued at par.

FCCB Issue

The company has successfully closed on Unsecured Zero Coupon FCCB issue of Rs. 1,000 Cr (USD 250 mn) combined with a green shoe option of Rs. 200 Cr (USD 50 mn) at Yield to Maturity (Y-T-M) of 6.9%. The issue received extraordinary response from about 90 global investors with offerings worth more than Rs. 40 bn (USD 1 bn)

Warrants Issue

The promoters and investors of GTL Infrastructure Limited (GTL Infra), have committed fresh investments to the tune of Rs. 11000.000 Millions (USD 275 million) by investment into warrants.

2008 : Financial Closure

GTL Infra successfully achieved the financial closure for the rollout of 23,700 towers across India with a total project cost of Rs. 72650.00 Millions (USD 1.80 Bn). The project is being financed through a mix of debt and equity. The company has raised Rs. 29050.000 Millions (USD 726 Mn) by way of equity offerings and quasi equity instruments like Preferential Warrants and Foreign Currency Convertible Bonds (FCCB). The company has received aggregate Debt sanctions of Rs. 49990.000 Millions (USD 1.24 Bn) for the project, from international and domestic banks, and financial institutions.

Acquisition of Aircel Towers

GTL Infra acquires 17,500 Aircel towers with 21,000 tenants at a transaction value of US$ 1.8 Bn making GTL Infra the largest Independent and Neutral Telecom Tower Company in the world.

CMT REPORT (Corruption, Money Laundering & Terrorism]

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

1] INFORMATION ON DESIGNATED PARTY

No exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

2] Court Declaration :

No exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

3] Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

4] Record on Financial Crime :

Charges or conviction registered against subject: None

5] Records on Violation of Anti-Corruption Laws :

Charges or investigation registered against subject: None

6] Records on Int’l Anti-Money Laundering Laws/Standards :

Charges or investigation registered against subject: None

7] Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

8] Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

9] Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

10] Press Report :

No press reports / filings exists on the subject.

CORPORATE GOVERNANCE

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

CONTRAVENTION

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs. 53.66
UK Pound	1	Rs. 86.37
Euro	1	Rs. 69.24

INFORMATION DETAILS

Report Prepared by :

DPT

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	3
PAID-UP CAPITAL	1~10	3
OPERATING SCALE	1~10	3
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	3
--PROFITABILIRY	1~10	3
--LIQUIDITY	1~10	3
--LEVERAGE	1~10	3
--RESERVES	1~10	3
--CREDIT LINES	1~10	2
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	YES
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	YES
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		26

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

Financial condition (40%) Ownership background (20%) Payment record (10%)

Credit history (10%) Market trend (10%) Operational size (10%)

RATING EXPLANATIONS

RATING		STATUS	PROPOSED CREDIT LINE
>86	Aaa	Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums	Unlimited
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security
<10	C	Absolute credit risk exists. Caution needed to be exercised	Credit not recommended
-	NB	New Business	-

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.