The Board of Directors has the pleasure of presenting the 40th Annual Report of Mahanagar
Telephone Nigam Limited (MTNL, the Company) together with the Audited Standalone and
Consolidated Financial Statements for the Financial Year ended 31st March, 2026.

REVIVAL PLAN OF MTNL & PERFORMANCE REVIEW OF MTNL FOR THE FY 2025-26

> Service Agreement between MTNL & BSNL

MTNL and BSNL have entered into a "SERVICE AGREEMENT" on 22.11.2024 under which BSNL
has been entrusted with the responsibility to undertake the maintenance and operational activities
of MTNL's Telecom Services w.e.f. 01.01.2025. According to the Service Agreement, BSNL shall be
responsible to run MTNL's telecom services by undertaking maintenance and running activities
of MTNL completely. Also, BSNL will invest capital (CAPEX) and other resources (OPEX) for the
smooth running of the entire operation in Delhi and Mumbai. The CAPEX and related OPEX will
be part of BSNL Balance sheet and EBITDA, and OPEX for MTNL assets will be part of MTNL
EBTIDA. According to the Service Agreement, BSNL shall be responsible run MTNL's telecom
services by undertaking maintenance and running activities of MTNL completely. In pursuance
of this agreement creation of Delhi BA, BSNL in telecom operational area of MTNL Delhi and
Mumbai BA, BSNL in the telecom operational area of MTNL Mumbai has been notified by BSNL
and the procurement in MTNL is now being done through BSNL.

In addition to this, Government of India (Gol) approved the allotment of the spectrum to BSNL,
for providing 4G services in MTNL Delhi and Mumbai service area.

Migration of MTNL's services has started for Landline, Broadband, FTTH and Leased Line
services to BSNL. The assets of MTNL (active & passive network elements, IT/HR support) and
BSNL (active network elements including core elements, HR/IT support) are being used for
providing Telecom services in Delhi & Mumbai.

Further, towards implementation of the SLA, certain customers in Delhi & Mumbai have
been migrated to BSNL w.e.f. 01.04.2025 and Billing and Collection is done by BSNL for such
Customers. The Revenue Share of MTNL arising from such Customers has been approved and
agreed by both Companies. Revenue Share against the migrated Customers to BSNL, amounting
to Rs. 156.51 crore (Delhi Unit Rs 69.84 crore & Mumbai Unit Rs 86.67 crore), has been recognised
by MTNL during the year under review.

> Resolution Plan for Bank Loan

The approved Debt Resolution plan offered to Bank earlier was refused by Union Bank of India
(UBI) (on behalf of JLM). Subsequently properties are offered to Banks for settlement against
debt as part of debt resolution plan. The same is under process. The Banks are asking for debt
resolution plan, but the same is still to be finalized.

MTNL vide Letter dated 22.05.2026 has requested Department of Telecommunications (DoT)
to intervene and issue suitable direction to the JLM through the Union Bank Of India, Large
Corporate Branch- II, New Delhi in respect of the following:

• To extend the Escrow Agreement by another 12 months at 0% cutback from 04.08.2026 or till
finalization of debt resolution plan.

• To call for Committee of Secretaries (CoS) meeting to recommend a commercially viable
resolution plan for debt settlements.

• To direct JLM to allow opening of New Escrow Account for asset monetization proceed and
its utilization for Sovereign Guarantee Bond (SGB) interest payment.

> Asset Monetization Plan

As part of a comprehensive Revival Package, Union Cabinet had conveyed the decision to
allow the monetization of land & building assets of MTNL and to utilize the proceeds of asset
monetization credit to service the Debt, CAPEX & other requirements. MTNL is pursuing its
monetization program, by offering property directly for Govt-to-Govt sale/transfer or outright
sale through tender followed by e- auction, in accordance with the Government approved policy

6 guidelines/directions issued from time to time.

A Committee of Secretaries (CoS) has issued guidelines in the matter stating "BSNL/MTNL may
transfer land parcels to Government Departments without auction". As per the framework and
valuation methodology defined in the COS Guidelines, MTNL is now offering its surplus Land
and Building assets for direct transfer, without auction to interested Government Departments
/organizations (Purchasing Agency) at assessed market value, after valuation by the specified
agency.

During the FY 2025-2026, MTNL was able to realize Rs 419.15 crore through Asset Monetization
as per following details: -

28 Residential Quarters, GN Block, BKC, Mumbai - sold to NABARD at Rs 350.72 crore

07 Residential Quarters at Khelgaon Siri Fort, Delhi - sold to Bihar Govt. at RS 68.43 crore

During the FY 2026-27 also, MTNL is pursuing monetization program through direct sale/transfer
to Government Departments/Organizations and through auction process in open market. Sixteen
(16) properties have been identified for monetization in the FY 2026-27.

OVERVIEW OF FINANCIAL PERFORMANCE OF MTNL FOR THE FY 2025-26

The Standalone Financial Results of your Company along with Consolidated Financial Results for
Financial Year 2025 -26 is placed as an annexure to this Report. The Standalone and Consolidated
Financial highlights of your Company for the Financial Year ended March 31st, 2026 are
summarized as follows:

The Company has prepared this Consolidated and Standalone Financial Results in accordance
with the Companies (Indian Accounting Standards) Rules 2015 (Ind AS) prescribed under Section
133 of the Companies Act, 2013. There is no revision of Financial Statements and Board's Report
of the Company during the year under review.

FINANCIAL HIGHLIGHTS(a) Standalone Financial Performance

Income from Operation during the FY 2025-26 is Rs. 887.27 Crore which was Rs. 1060.54
Crore during the last FY 2024-25 registering a decrease of Rs. 173.27 Crore. Other Income
during the FY 2025-26 is Rs. 581.54 Crore which was Rs. 219.21 Crore during the last FY
2024-25 registering an increase of Rs. 362.33 Crore. Total Income during the FY 2025-26 is
Rs. 1468.81 Crore which was Rs. 1279.75 Crore during the last FY 2024-25 registering an
increase of Rs. 189.06 Crore. The Total Expenses (without Finance Cost) during the FY 2025¬
26 was Rs. 1588.81 Crore which was Rs. 1685.23 Crore during the last FY 2024-25 showing a
decrease of Rs. 96.42 Crore. Finance Cost during the FY 2025-26 is Rs. 2982.95 Crore which
was Rs. 2918.03 Crore during the last FY 2024-25 showing an increase of Rs. 64.92 Crore.
Net Loss (after Finance Cost) during the FY 2025-26 is Rs. 3102.94 Crore as compared to Rs.
3323.51 Crore during the last FY 2024-25 registering a decrease of Rs. 220.57 Crore.

(b) Consolidated Financial Performance

Income from Operation during the FY 2025-26 is Rs.956.37 Crore which was Rs. 1129.61
Crore during the last FY 2024-25 registering a decrease of Rs. 173.24 Crore. Other Income
during the FY 2025-26 is Rs. 584.72 Crore which was Rs. 221.64 Crore during the last FY
2024-25 registering an increase of Rs. 363.08 Crore. Total Income during the FY 2025-26 is
Rs. 1541.09 Crore which was Rs. 1,351.25 Crore during the last FY 2024-25 registering an
increase of Rs.189.84 Crore. Total Expenses (without Finance Cost) during the FY 2025-26
was Rs. 1666.56 Crore which was Rs. 1763.23 Crore during the last FY 2024-25 showing a
decrease of Rs. 96.67 Crore. Finance Cost during the FY 2025-26 is Rs. 2983.07 Crore which
was Rs. 2918.15 Crore during the last FY 2024-25 showing an increase of Rs. 64.92 Crore.
Net Loss (after Finance Cost) during the FY 2025-26 is Rs.3107.24 Crore as compared to Rs.
3327.69 Crore during the last FY 2024-25 registering a decrease of Rs. 220.45 Crore.

AMOUNT, IF ANY, WHICH THE BOARD PROPOSE TO CARRY TO ANY RESERVES

The Company has not transferred any amount to the Reserves in the absence of any profits during
the FY 2025-26.

DIVIDEND

Since there has been no operating profit, the Board of Directors of your Company expresses its
inability to recommend any dividend during FY 2025-26.

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the SEBI (LODR) Regulations, 2015, the Board of the Company has
formulated a Dividend Distribution Policy. The Policy is available on the website of the Company
at https://mtnl.in/mddp.pdf.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL
YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE
REPORT

No Material changes and commitment affecting the financial position of the Company occurred
between the end of the financial year to which these financial statements relate and the date of
the report. There has been no change in the nature of Business of the Company as on the date of
the report.

CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY

There has been no change in the nature of Business of the Company as on the date of the report.
CAPITAL AND DEBT STRUCTURE OF MTNL

During the Financial Year 2025-26, there was no increase in the Authorized Share Capital of your
Company. The Authorized Share Capital as at March 31, 2026 of your Company was Rs. 10,000
Crores comprising of 65 Crores of Preference Shares of Rs. 100 each and 350 Crores of Equity
Shares of Rs 10 each. The Issued, Subscribed and the Paid-up Equity Share Capital as at March 31,
2026 of your Company was Rs. 630 Crores comprising of 63 Crores Equity Shares of face value of
Rs. 10 each.

During the Financial Year 2025-26, your Company has neither issued any shares with differential
voting rights nor has granted any stock option or sweats equity or brought back any shares or
issued any equity shares or preference shares or any securities which carry a right or option to
convert or issue any share warrants.

During the Financial Year 2025-26, your Company has not allotted any Debentures/Bonds.

The Bonds issued by MTNL are Listed on the Wholesale debt market segment of BSE Limited.
During the Financial Year 2025-26, your Company has not redeemed any Debentures/Bonds.

CREDIT RATING

During the year under review, Care Ratings Limited (CARE) vide its report dated 16.12.2025 have
reaffirmed the ratings for the following Instruments of the Company as given below: -

M/s Brickwork Ratings India Pvt Ltd vide its Report dated 09.10.2025 has reaffirmed rating of
BWR AA (CE) Rating Watch with Negative Implication on Rs 6,500 crore Bonds during the year
under review.

M/s India Ratings & Research Pvt Ltd (India Ratings) vide its Report dated 20.08.2025 & 19.02.2026
has reaffirmed rating of IND AAA (CE)/ Rating Watch with Negative Implication on Rs 17,570.99
crore Bonds during the year under review.

M/s CRISIL Ratings Limited (CRISIL) vide its Report dated 28.11.2025 & 26.02.2026 has reaffirmed
rating of CRISIL AAA (CE)/ Watch Negative (Placed on 'Rating Watch with Negative Implications')
on Rs 6,500 crore Bonds during the year under review.

DETAILS OF PRIVATELY PLACED DEBT SECURITIES/BONDS OF MTNL AS ON 31.03.2026

ASSET MONETIZATION IN MTNL DURING FY 2025-26

Monetization of real estate assets of MTNL is being undertaken as per the decision/ Govt.
directions/ guidelines. Accordingly, properties valuing more than Rs. 100 crore are submitted
to NLMC (National Land Monetization Corporation) for valuation / monetization/ approval
of Alternate Mechanism (AM) (of Cabinet). Approval of AM has been received for valuation /
monetization of GN Block, BKC, Mumbai property. AM has approved to transfer the property
to M/s NABARD. M/s NABARD has deposited the full payment against the property and the
lease has been assigned to NABARD, and possession has also been handed over. Further, 17
number of MTNL Delhi properties have also been referred to DoT/NLMC for monetization.
The monetization of these assets is under process for completion of documents such as vacation
certificate, NoC, Site survey from Govt Surveyor, execution of lease deed etc. BMC (Brihan
Mumbai Municipal Corporation) has proposed to buy-back the reserved portion of land of three
number of MTNL properties in Mumbai, valuing between Rs 10 crore to Rs 100 crore, for which
monetization approval has been received from the GoM (Group of Ministers). Approval for the
sale of 7 properties (GoM) approval of four (04) properties and Board of Directors approval of
three (03) properties) to the Bihar Government was also received. The Bihar Government has
deposited the required amount and an MoU has been signed with the Govt. of Bihar for transfer
of the properties. The possession of the properties has been handed over to the Bihar Government.
The process of "Transfer of Properties” is underway. MTNL Board has approved monetization of
some properties of value less than Rs. 10 crore each. RFP for e-bidding followed by e-auction was
floated on the MSTC e-commerce site for 8 properties, and these are under different phases of the
tendering process. Monetization of Properties under the Govt. To Govt. (G2G) (through Direct
Sale) - Committee of Secretaries (CoS) guidelines dated 11.02.2025 states: "BSNL/MTNL may
transfer land parcels to Government Departments without auction". As per the framework and
valuation methodology decided in the meeting of the Committee of Secretaries (CoS) chaired by
Cabinet Secretary on 12.06.2025 and subsequent DoT directives dated 04.07.2025, MTNL is now
offering its surplus Land and Building assets for direct transfer, without auction to interested
Government Departments /organizations (Purchasing Agency) at assessed market value, after
valuation by the specified agency. The Government Department /Organization is required to
submit their interest in acquisition along with valid approvals and 2 % of the indicative value
of the asset as an Earnest Money Deposit (EMD). In this regard, MTNL has received EMD for
8 properties in Delhi & Mumbai, valuing more than Rs 100, case have been submitted to DoT/
NLMC for further process. EMD for 1 property having an indicative value between Rs 10 to Rs
100 crore in Mumbai has also been received, and the case is under process. MTNL has also offered
properties to Public Sector Banks. MTNL has been strategically renting out separable space by
optimum utilization of its own building for its own use and earning revenue through renting
of buildings /quarters. MTNL generated Income from Infrastructure Leasing amounting to Rs
507.14 crore (Income from Tower Rent was Rs 51.75 crore and Rental Income was Rs 455.39 crore)
in the FY 2025-26. During the FY 2025-26, MTNL was able to realize Rs 419.15 crore through Asset
Monetization as per following details -

1. 28 Residential Quarters, GN Block, BKC, Mumbai - sold to NABARD at Rs 350.72 crore

2. 07 Residential Quarters at Khelgaon, Siri Fort, Delhi - sold to Bihar Govt. at RS 68.43 crore.

PROCUREMENT FROM MICRO AND SMALL ENTERPRISES (MSEs) AND PROCUREMENT
THROUGH GEM DONE BY MTNL DURING FY 2025-26 (Rs in Crores)

Pursuant to Section 129(3) of the Companies Act, 2013, the Consolidated financial statements of
the Company and its Subsidiaries, Associates and Joint Ventures, prepared in accordance with
the relevant Accounting Standard specified under Section 133 of the Companies Act, 2013 read
with Rule 7 of the Companies (Accounts) Rules, 2014, form part of this Annual Report. Pursuant
to the provisions of the said Section, a statement containing the salient features of the financial
statements of the Company's Subsidiaries, Associates and Joint Ventures in Form AOC-1 form
part of this Annual Report.

Further, pursuant to the provisions of Section 136 of the Companies Act, 2013 the Financial
Statements of the Company, Consolidated Financial Statements along with relevant documents
and Separate Audited Financial Statements in respect of Subsidiaries are available on the
Company's website https://mtnl.in/finres.html

During the year under review, there has been no change in the nature of the business of the
Subsidiaries.

During the period under review, no Company has become or ceased to be Subsidiary, Associates
or Joint Venture of the Company.

Further, the Company does not have any Material Subsidiary. During the year under review,
the Board of Directors has Revised the Policy on Material Subsidiary in order to align with the
amendments made under SEBI (LODR) Regulations, 2015. The Policy on Material Subsidiary
has been approved by the Board and the same may be accessed on the Company's Website at
the link: https://mtnl.in/POLICY%20FOR%20DETERMINATION%20OF%20MATERIAL%20
SUBSIDIARIES.pdf.

Performance Highlights of Subsidiaries, Associates and Joint Venture Companies during FY 2025¬
26 are briefly given as under: -

SUBSIDIARIES(I) MAHANAGAR TELEPHONE (MAURITIUS) LTD (MTML) (A WHOLLY
OWNED OVERSEAS SUBSIDIARY)

MTML is a 100% owned subsidiary of MTNL in Mauritius. The Company is having license
for Mobile Services, International Long Distance (ILD) Services and Internet Services. In
a small Island country having a population of around 12.5 Lacs only and having Mobile
Tele-density of more than 180%, MTML has been able to successfully position itself with
Customer Centric Services. With patronage of more than 3,05,723 customers, MTML is able
to compete well in a saturated telecom market. MTML is offering Mobile Services on latest
state of the art technology having 4G (LTE) Services covering more than 90% of the total
population and 2G/3G/4G Network all over the Island. With increased coverage of high speed
data services on 4G and migrating more and more subscribers to its 4G network, MTML
customers are now generating more than 2019 TB of data every month. Data download
has multiplied by more than 18% during the financial year 2025-26. MTML became the

first operator in Mauritius to launch e-SIM Service which has helped it in acquiring higher
ARPU customers. MTML has also acquired licence for 5G Services in Mauritius. Action
on procurement of equipment has been started and it is expected to launch 5G Services in
commercially important areas in due course. MTML has established its own brand CHILI
in the Republic of Mauritius as trusted total telecom service provider. With more than 265
BTSs operating across the island, the quality of service is to the satisfaction of customers.
Co-location with other telecom providers for mobile network has also started opening a
new source of revenue for the Company. MTML has been introducing innovative tariff
packages to match current market dynamics with the state of art technology and is quite
popular especially among youth. MTML has also diversified into retailing of Smartphone
and the business has picked up well during past two years. All the expenses of the Company
are paid from its own internal resources. The CAPEX for procurement of equipment is met
from its own internal resources. MTML is operating from its own building, constructed
from internal resources, situated in Cyber City, Mauritius which is considered to be the
heart of IT hub in Mauritius. There is no debt liability on the Company. The Company is
managed by CEO, CFO and 10 more officers, all on deputation from the parent Company.
Other operations are managed through local outsourcing. During the Financial Year under
report, MTML has incurred a loss of Rs 5.64 crores as against loss of Rs 4.51 crores last year.
Turnover during FY 2025-26 is Rs 72.04 crores as against of Rs. 71.70 crores last year. No
dividend was declared by MTML during the FY 2025-26.

(II) MILLENNIUM TELECOM LTD (MTL) (A WHOLLY OWNED INDIAN
SUBSIDIARY)

MTL a wholly owned subsidiary of Mahanagar Telephone Nigam Limited (MTNL), a
Government of India Central Public Sector Enterprise (CPSE). MTL was incorporated in
February 2000 and has its registered office in New Delhi. ICT related Services were offered
by MTL which included Wi-Fi solution; project on e-governance, Managed services, Turnkey
ICT solution, GIS based services, capacity building and skill development etc. MTL's
customer list includes Air India, NHAI, Uttarakhand Government, J & K Government,
Central University-(Mahendragarh) Haryana, UP Building and Other Constructions
Workers Welfare Board (UP BOCWWB), Lucknow, Thane Municipal Corporation, CIDCO,
Film Division of India, Insurance Institute of India etc. The Board of Directors of MTNL in
its 359th Meeting held on 14.08.2024 had approved the proposal for Closure of MTL, by
complying with applicable DIPAM guidelines and all other processes as per SEBI/ Company
laws and for making application to DoT for Presidential Approval and also requesting DoT
for forwarding the application to DIPAM for taking in-principle approval of the proposal for
closure of MTL from Alternate Mechanism (AM). During the Financial Year under report,
MTL has registered a Profit after Tax (PAT) of Rs. 0.74 crores as against of Rs. 0.36 crores last
year and has a reserve and surplus of Rs. 3.88 crores as against Rs. 3.39 crores last year. MTL
has also declared a final dividend of Rs. 0.28 crore for FY 2025-26 subject to the approval
of Shareholders in the ensuing AGM. Net Worth of MTL as on 31.03.2026 is Rs. 6.75 crores
which was Rs. 6.26 crores as on 31.03.2025.

(i) MTNLSTPI IT SERVICES LTD (MSITSL)

MTNLSTPI IT Services Ltd. (MSITSL) is a 50:50 Joint Venture Company of Mahanagar
Telephone Nigam Limited (MTNL) and Software Technology Parks of India (STPI). MSITSL
was incorporated on 31.03.2006 under the Companies Act, 1956, with authorized Capital
of Rs. 50 crores. The present paid up capital is Rs.4.56 crores. MSITSL has established the
physical infrastructure of state of the art Tier III compliance Data Centre at Chennai on space
taken on lease basis from STPI. The Data Centre has server farm area of around 3500 sq. ft.
This Data Centre is maintaining 99.98% uptime on 24x7x365. The commercial operation of
the Data Centre commenced in 2009. At present, Government and financial institutions are
prime customers and they have co-located server/storage/network racks in the MSITSL Data
Centre.During the year under report i.e. Financial Year 2025-26 the Company has earned a
Revenue from Operations amounting to Rs.9.54 crores and Other Income amounting to
Rs.0.26 crores as compared to Rs.10.00 crores and Rs.0.52 crores respectively, last year. The
Company has earned Profit before Tax amounting to Rs.3.85 crores which was Rs.4.89 crores
last year. The Profit after Tax for the FY 2025-26 is Rs.2.84 crores which was Rs.3.64 crores
last year. The Company has been consistently paying dividend for the last over 10 years.
For the last three financial years the Company has been paying 75% dividend. Keeping in
view the forthcoming Capex in the next year, the Board of Directors has recommended a
dividend of 50% on the paid up share capital of the Company as against 75% last year. The
Company is planning to expand Data Centre operations in other Tier II and Tier III cities in
the near future.

(II) UNITED TELECOMMUNICATIONS LTD. (UTL), NEPAL

UTL is Joint Venture Company of MTNL which consists of Tata Communications Limited
(TCL), Telecommunications Consultants India Limited (TCIL), NVPL (Nepal) & Mahanagar
Telephone Nigam Limited (MTNL). The Company provides Mobile/ILD/data services in
Nepal. At present MTNL is holding 26.68% of Equity in UTL. The three Indian JV Partners are
holding 80% and NVPL is holding 20% in the share capital of UTL. UTL is not in operation
since 2017 and there is no hope of it becoming operational in future. It has huge losses. It is
not able to pay the statutory dues like Royalty Fees, BTS site charges, and other dues to the
Govt. of Nepal. They have sought Equity/ Loan participation by its JV partners but MTNL,
TCIL & TCL all the Indian JV partners have decided not to contribute any amount towards
its Share Capital or Loan. All the Indian JV Partners have decided to exit from the JV and
have exercised their Right to exit, on January 30, 2018 at par value. Notice of exit (Sale of
our share in JV Company) was given on 30.01.2018 and was required to be accepted within
3 months i.e., on or before 30.04.2018 but so far, the same has not been given effect by the
UTL/NVPL. In the last Board Meeting of UTL held on 14th June, 2024, wherein the Board
of UTL approved the payment of NRs. 172 crores to the three (3) Indian JV Partners viz.
TCIL, MTNL and TCL in proportion to the amount invested by them in UTL. It was also
decided that NVPL will acquire the shares of Indian JV Partners with the following payment
schedule.35% will be paid on or before 15.12.2024, 30% will be paid on or before 15.12.2025

and 35% will be paid on or before 15.12.2026. Indian JV Partners has not received the first
instalment of 35% of approved payment on or before 15.12.2024 and second instalment
of 30% of approved payment on or before 15.12.2025. MTNL's reminders in this respect
also have remained unanswered from UTL side. MTNL has also send reminder email on
20.04.2026 to UTL for calling an Extra-ordinary General Meeting of the Company viz. UTL
for approval of the Shareholders for filing for voluntary liquidation / insolvency of UTL.

DETAILS OF SYSTEM STATUS FOR THE FINANCIAL YEAR 2025-26 (AS ON 31^st MARCH,
2026)

Your Company has the following equipped and used capacity of Landline, GSM, Broadband etc.
as on 31^st March, 2026: -

HUMAN RESOURCE DEVELOPMENT

The Company attaches highest priority to the quality of intellectual capital at its disposal and
believes that knowledge and skills of its employees are the key to achievements of its corporate
mission. It has sound recruitment policy and comprehensive training system. During the past
one year, our Company has laid greater emphasis on Human Resources Development. We

have been devoting substantial resources on building a skilled workforce that have capability
to counter threats posed by ever changing customer base. The Company has been conducting
various training and development activities which apart from reorienting the employees towards
the greater organizational purpose are also focusing on eliminating any skill gap and technical
obsolescence. The management's view on training is one of development of employee's overall
personality and enabling them in becoming a vital productive resource.

TRAINING ACHIEVEMENTS

At present, MTNL has two of its in-house state of the art training centers, one located in New Delhi
and other at Mumbai. The details of the achievement of training centers at Delhi and Mumbai
respectively are given below:

1. THE INSTITUTE OF TELECOM, TECHNOLOGY & MANAGEMENT (ITTM), NEW
DELHI

The Institute of Telecom Technology and Management, ITTM, Shadipur, New Delhi is a
state of the art training centre of MTNL, Delhi engaged in imparting induction training and
short duration training to its officers and employees in the field of Telecom, IT, Computer
System and Management. ITTM has the necessary infrastructure, technical and academic
competence and excellence for providing training in specialized courses in the field of GSM,
Broadband Technology, Switching, Transmission, External Plant, IT, Computer System,
Management and various wellness and life style management subjects comprising of
Motivation, Positive Thinking, Stress Management, and Cyber Security, RTI. In addition to
this, ITTM also conducts various Industrial visits for students from Engineering Colleges
and various schools of India. ITTM conducts financial upgradation training course for MTNL
executives from E2 to E7 grade in Core Competency (Telecom, Civil, Finance, Electrical, HR/
Marketing/CS/Legal) and Management module of one week duration each. From April 2025
to March 2026, total 397 Executives have undergone up-gradation training and awareness
programs and 4 Non-Executives (Total 401 trainees trained). Details of ITTM's achievements
during FY 2025-26 are as follows:

II. CENTRE FOR EXCELLENCE IN TELECOM TECHNOLOGY & MANAGEMENT
(CETTM), MUMBAI

The Centre for Excellence in Telecom Technology & Management (CETTM), an ISO
9001:2015 certified institute, is located at Technology Street, Hiranandani Gardens, Powai,
Mumbai. CETTM has conducted various short duration Technical as well as Management
related courses for MTNL employees on need basis to improve MTNL services. CETTM
successfully conducted 31 Financial up-gradation training programs for MTNL employees
(online via e-mode) and trained 262 in-house personnel achieving a figure of 262 Trainee
days from April 2025 to March 2026. Total 742 numbers of Engineering/Polytechnic College
Students from 14 different Colleges took part in the "Industrial Visit Programme" at CETTM
so far from April 2025 to March 2026. CETTM continues to be the first choice for conducting
training courses, workshops, seminar etc. by our esteemed clients. Top clients include Delhi
Metro Rail Corporation, LIC, Centre for Training and Research in commercial, Location
Hub, Dronga Films LLP, Rohit Shetty Picturez LLP, MNLU, IIT Madras, IIT Bombay, Yellow
Montage, Colgate-Palmolive etc. CETTM has also provided office spaces on long lease to
clients like MNLU, Axis Bank, BIS, Karnataka Bank, South Indian Bank. CETTM also started
leasing of its infrastructure on short duration basis for the shooting of web series, films
by prominent production houses and generated substantial business. Further avenues of
generating revenue through other production houses are under process. Total revenue of
Rs.36.66 Crore has been made in the F.Y.2025-26. Out of Rs.36.66 Crore revenue, Rs.34.56
Crore has been generated through rent from long lease clients MNLU, BIS, Axis Bank,
Karnataka Bank and South Indian Bank and Rs. 2.096 Crore has been generated through
leasing of CETTM hostel rooms to reputed organisations such as LIC, DMRC, IIT Bombay,
IIM Mumbai, Welingkar Institute of Management, film shooting activities, infrastructure
leasing to clients, Industrial visits and training to different colleges. Details of CETTM's
training achievements during 2025-26 (01.04.2025 to 31.03.2026) are as follows:

INDUSTRIAL RELATIONS

Industrial peace and Industrial harmony is based on healthy Employee Relations and like the
previous year, employee relations remained cordial throughout the year. The grievances/ issues
raised by the Employees/ Unions /Associations were given due attention and regard. The cases/
issues brought up by them were settled through regular meetings and interactions between
Management and Unions/Associations and action, as mutually agreed, was taken to settle them.

EMPLOYEES' WELFARE

Employee welfare schemes like subsidized Canteen, Housing, Medical facilities, Group Insurance
etc. continued and maintained by the Company for its employees. Sports and cultural activities
were also given priority during the year. Changeover of Contributory Group Health Insurance
Scheme for retirees to CGHS - After pursuance of MTNL with DoT, Ministry of Health issued
instructions to CGHS for enrolment of MTNL retirees (drawing Govt. Pension) in the CGHS.
To facilitate the same an incentive (MTNL contribution) is being provided to the retirees which
is presently minimum Rs.30,000/- and maximum Rs.60,000/-. As on date, approximately '25040'
retirees in MTNL have benefited from this scheme. MTNL is providing Group Health Insurance
Scheme for working employees and Contributory Group Health Insurance Scheme for retired
employees (who are not eligible for CGHS scheme).

IMPLEMENTATION OF OFFICIAL LANGUAGE POLICY

In our Company, more and more correspondence are being done in Hindi, office work in files/e-
files, computers, websites, SMS service, compliance of bilingual provisions related to all items
of the official work at Head Office (Corporate Office) as well as Delhi and Mumbai Units and
area GM offices, Telephone Exchanges under those Units was emphasized in compliance with
the Official Language Policy. Thereby, prompt efforts were done towards attaining the national
goal of doing official work in Hindi, the Official Language. Towards this, compliance of the
provisions of Official Language Policy and directions of the Department of Official Language
and Department of Telecommunications, issued from time to time, by holding the quarterly
meetings, inspections, workshops-training, bilingual versions & updation of the main website as
well as websites of the Units etc., making contribution towards the aim of Atmnirbhar Bharat &
development of indigenous technology by doing all the translation work and sending it to global
data base on the 'Kanthasth' translation app developed by the Department of Official Language,
Government of India, more and more use of Official language by officers and officials in office
work was emphasized.

IMPLEMENTATION OF RESERVATION POLICY FOR SC/ST/OBC & PH COMMUNITY

The Company has endeavoured to fulfill all the statutory requirements with regard to
implementation of reservation policy for candidates to SC/ ST/ OBC communities as well as
Physically Challenged and Economically Weaker Section candidates. MTNL reservation policy
for SC/ST/OBC/PH community is updated w.r.t. DoPT/Central Government Guidelines issued
from time to time and as & when received through Administrative Ministry i.e. Department of
Telecommunications (DoT).

IMPLEMENTATION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has constituted an Internal Complaint Committee (ICC) to look into the complaints
on Prevention, Prohibition & Redressal of Sexual Harassment of Women at workplace and
matters connected therewith or incidental thereto covering all aspects as contained in the Sexual
Harassment of Women at workplace (Prevention, Prohibition & Redressal) Act, 2013.

The Committee consist of the following members:

• A Presiding Officer: This must be a senior female employee of the organization.

• Two employee members: These employees must be aware and sensitive to gender
issues and dedicated to the cause of women or possess some legal knowledge on related
matters.

• One External member: This should be from an NGO or Association committed to the cause
of women and issues related to sexual harassment. The composition should be such that
half of the total members must be women.

Two meeting of ICC was held during the FY 2025-26 by MTNL Delhi Unit.

Details regarding Number of Complaints received, disposed and pending during FY 2025-26 is

given below:

WORKING CONDITION OF WOMEN EMPLOYEES

We are continuously striving towards gender sensitization amongst our employees. Special care
has been taken in case of woman employees in night shifts. Also to redress the issues of Sexual
Harassment at workplace, special cells have been constituted. Maternity Leave policy, Child Care
Leave policy & Leave policy in case of miscarriage are in place.

COMPLIANCE WITH PROVISIONS RELATING TO MATERNITY BENEFITS ACT, 1961

MTNL is complying with the provisions relating to Maternity Benefits Act, 1961. Maternity Leave
Policy is already in place in the Company and is aligned with the latest Central Government
guidelines issued from time to time and as & when received through the Administrative Ministry
i.e. Department of Telecommunications (DoT).

MANPOWER STATUS AS ON 31st MARCH 2026

As on 31st March, 2026, the total strength of employees including SC/ST & OBC Category working
in the Company as per details is given below: -

*At the time of formation of MTNL in April 1986, all employees of DoT were transferred to MTNL on as-is-where-is
basis. The Group C and 'D' employees were absorbed in MTNL in the year 1998, whereas Group ‘B' officers were
absorbed in the year 2000. In subsequent years, some of Group ‘A' officers were absorbed in MTNL. At the time of
recruitment by DoT and absorption in MTNL, maintaining of separate data for OBC category was not mandatory,
therefore, the data for OBC officials/officers was not maintained. It is further submitted that OBC employees were not
identified at the time of absorption. They were absorbed in MTNL on "as is where is" basis.

TOTAL NO. OF EMPLOYEES (MALE & FEMALE) AS ON 31.03.2026

TOTAL NO. OF DIFFERENTLY ABLED EMPLOYEES AS ON 31.03.2026

MECHANISM AVAILABLE TO RECEIVE AND REDRESS GRIEVANCES FOR THE
EMPLOYEES

MTNL has its own Grievance Redressal Procedure for employees. Management of the Company
believes in the philosophy of an Open Door Policy in the matter of redressal of employee grievances.
An aggrieved employee can approach his/her Departmental Head or the concerned officer of the
Personnel Department (including the Head of the Personnel Department) and discuss his/her
grievance. Best efforts are made to enable prompt actions on the issues raised by the employee.
The objective of the Grievance Redressal Procedure is to provide an easily accessible machinery
for settlement of grievances, and to adopt measures as would ensure expeditious settlement of
grievances, leading to increased satisfaction on the job and resulting in improved productivity
and efficiency of the organization.

MECHANISMS TO PREVENT ADVERSE CONSEQUENCES TO THE COMPLAINANT IN
DISCRIMINATION AND HARASSMENT CASES

To prevent adverse consequences to the complainant in discrimination and harassment cases,
MTNL has appointed concerned Liaison Officers and constituted Committees.

COMPLIANCE OF MTNL WITH RIGHTS OF PERSONS WITH DISABILITIES ACT, 2016

MTNL complies with provisions of Rights of Persons with Disabilities Act, 2016 to protect
the interests of persons with disabilities. Reservation is provided as per GoI instructions in
direct recruitment for Persons with Benchmark Disabilities. Separate 100 point vacancy based
reservation roster register is maintained for determining/effecting reservation for the Persons
with Benchmark Disabilities. Relaxation in age limit and standards of suitability (as applicable)
is given to persons with disabilities. Liaison Officers for PwBD have been appointed to look after
reservation matters and to ensure compliance of instructions of the Act. The DoPT/Central Govt.
Guidelines issued from time to time and as received in MTNL from DoT are adopted accordingly.

MEASURES TAKEN BY MTNL TO ENSURE A SAFE AND HEALTHY WORK PLACE

a. In order to ensure a safe and healthy workplace, requisite security measures, installation
and maintenance of fire extinguishers and housekeeping measures have been taken in
MTNL.

b. For employees and their family members requiring hospitalization, Group Health insurance
coverage upto Rs.8 Lakhs is being provided under Group Health Insurance Scheme and

c. Maintenance of clean and organised workspaces, Internal Committee for POSH at workplace
is in place.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Owing to losses incurred by the Company since the year 2009-10, no specific amount could be
earmarked for CSR Activities. The Company has constituted a CSR Committee and also formed a
CSR Policy in compliance with the provisions of the Companies Act, 2013 and DPE Guidelines on
the subject. MTNL is undertaking non funding CSR activities like sending SMS to the public for
spreading awareness on spread of COVID 19, awareness on Swachh Bharat, Pulse Polio, awareness
on digital arrest, cyber fraud, other moves of the Government, etc. For details regarding the CSR
Committee, please refer to the Corporate Governance Report, which forms part of this Report.
The CSR Policy is available on the website of the Company https://mtnl.in/csr_2014.pdf.

VIGILANCE

The Vigilance wing of MTNL is headed by Chief Vigilance Officer. At present, Smt Deepa
Chawla, (IRAS) CVO BSNL is in additional charge of CVO, MTNL. CVO is responsible for
complete vigilance administration in MTNL. The Vigilance Unit in MTNL is responsible for
ensuring transparency, integrity, and accountability in organizational functioning. It works to
prevent corruption, detect irregularities, and promote ethical practices in procurement, contracts,
personnel matters, and other administrative activities. Further, training program/seminars on
vigilance matters/complaint handling and Disciplinary proceedings have been conducted during
the year to make the participants understand the conduct rules of MTNL and procedure for
handling departmental proceedings. As per CVC instructions, the Vigilance Awareness Week was
observed in MTNL w.e.f. 27th October 2025 to 02nd November 2025 with the theme "Vigilance:
Our shared Responsibility" "urduT: geijl lT>T I As a precursor to Vigilance Awareness

Week 2025, a campaign was undertaken during which action was taken up on different areas
namely, Disposal of pending cases, Capacity Building Programs, Asset Management, and Digital
initiatives. During Vigilance Awareness Week, various activities like administering of Integrity
Pledge, Seminars, Workshops, Essay & Quiz competition were organized.

RIGHT TO INFORMATION (RTI)

In line with the directions contained in the Right to Information Act 2005, Your Company has
nominated CPIOs & FAA(s) for Corporate Office, Delhi Unit and Mumbai Unit for providing
information to citizens. Details of CPIO(s) & FAA(s) in MTNL are given below: -

Details of RTI Applications / Appeals disposed off/Pending in the FY 2025-26 are as follows:

WHISTLE BLOWER POLICY/VIGIL MECHANISHM

Your Company has in place a robust Vigil Mechanism for reporting genuine concerns through
the Company's Whistle Blower Policy. The Policy on Whistle Blower may be accessed on the
Company's Website at the link: http://mtnl.in/whistleBlowerPolicy.pdf . The Company promotes
ethical behavior in all its business activities and has put in place a mechanism for reporting illegal
or unethical behavior as defined under Regulation 22 of SEBI (LODR) Regulation, 2015. Under
the Whistle Blower Policy, the employees are free to report violations of applicable laws and
regulations and the Code of Conduct to the Chairman of the Audit Committee. During the year
under report, no employee was denied access to the Audit Committee.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS

There are no significant and material orders passed by the Regulators/Courts/Tribunals that
would impact the going concern status of the Company and its future operations. Kindly refer

Note No. 50 of Standalone Financial Statements pertaining to Contingent Liabilities, Pending
Litigations etc. and other matters.

INTEGRITY PACT PROGRAMME WITH TRANSPARENCY INTERNATIONAL INDIA

MTNL has signed a Memorandum of Understanding (MoU) with Transparency International
India (TII) for implementing an Integrity Pact Programme (IPP) focused on enhancing
transparency in its business transactions, contracts and procurement process. Under this MoU,
MTNL is committed to implementing the Integrity Pact in all its major procurement and work
contract activities. The Integrity Pact has strengthened the established system and procedures by
creating trust in various stakeholders. One Independent External Monitor (IEMs) being person of
eminence is nominated by the Central Vigilance Commission (CVC), to monitor the activities. As
on 31.03.2026, Shri Varanasi Udaya Bhaskar, Ex-CMD, Bharat Dynamics Limited (BDL) is acting
as IEM of MTNL.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS & OUTGO

The provision of Section 134(m) of the Companies Act, 2013 do not apply to the Company as your
Company is a service provider. The total foreign exchange earning was Rs. 0.05 crore and the total
foreign exchange expenditure was Nil during FY 2025-26 respectively.

RISK MANAGEMENT

Your Company has a comprehensive Enterprise Risk Management (ERM) framework in place
to proactively identify, assess, and mitigate potential risks. In line with the requirements of the
Companies Act, 2013 and SEBI (LODR) Regulations 2015, the Board has constituted an Enterprise
Risk Management Committee to frame, implement and monitor the risk management plan for the
Company. Details of Enterprise Risk Management Committee has been given in the Corporate
Governance Report which forms part of this Report. The Committee is responsible for reviewing
the risk management plan and ensuring its effectiveness. The Audit Committee also has additional
oversight in the area of financial risks and controls. Major risks identified by the businesses and
functions are systematically addressed through mitigating actions on a continuing basis. The
various enterprise risks identified by the Committee, along with the Measures adopted for their
Management and Mitigation has been given in the Management Discussion and Analysis Report
which forms part of this Report.

MEETINGS OF THE BOARD OF DIRECTORS

During the year under report, the Board of Directors of your Company met Six (06) times during
the Financial Year 2025-26. The intervening gap between any two meetings was within the period
prescribed by the Companies Act, 2013 & the SEBI (LODR) Regulations, 2015 i.e. the maximum
interval between any two Board Meetings did not exceed 120 days. Details of Board Meetings
and Directors attending the same are given in the Corporate Governance Report forming part
of this Report. At these Meetings, the Board held discussions on the Financial Results, Debt

Management, Revenue and Capital Budgeting, Asset Monetization, Statutory matters, Revival
Plan measures etc.

SELECTION AND PROCEDURE FOR NOMINATION AND APPOINTMENT OF
DIRECTORS AND THEIR REMUNERATION

Your Company being a Government Company, the provisions of Section 134(3)(e) of the
Companies Act, 2013 do not apply in accordance with the Gazette notification dated 5th June
2015 issued by Ministry of Corporate Affairs, Government of India. The appointment and the
terms and conditions of appointment (including remuneration) of the Whole-time Directors
are decided by the Government of India. However, the Board has constituted a Nomination &
Remuneration Committee. The Government Nominee Directors do not receive any sitting fees
from the Company. The Independent Directors are being paid sitting fee of Rs. 10,000/- for
attending each meeting of the Board or Committee thereof. They are reimbursed travel expenses
& hotel expenses on this account, if any in addition to the sitting fees. Details of remuneration
paid to the Whole time Directors and Key Managerial Personnel (KMP) as well as sitting fees
paid to Independent Directors for the year under review are given in the Corporate Governance
Report which is attached as annexure to this report.

PERFORMANCE EVALUATION OF DIRECTORS AND BOARD

Ministry of Corporate Affairs has vide its Notification dated 5th June, 2015 has exempted
Government Companies from the provisions of the Companies Act, 2013 which, interalia, provides
that Sub Sections (2), (3) & (4) of Section 178 regarding appointment, performance evaluation and
remuneration shall not apply to Directors of the Government Companies. Further, the Ministry
of Corporate Affairs vide Notification dated 5th July, 2017 has notified certain amendments in
Schedule IV of the Companies Act, 2013, according to which, provisions relating to evaluation
of performance of Non-Independent Directors, Chairperson and Board have been exempted for
Government Companies.

TRANSFER OF FUNDS/SHARES TO THE INVESTOR EDUCATION AND PROTECTION
FUND (IEPF)

Your Company has not declared dividend from FY 2009-10 onwards, hence provision of transfer
of unclaimed dividend and shares as per IEPF Rules is not applicable to your Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions with related parties are placed before the Audit Committee for its prior approval.
All transactions with related parties entered into during the year under review were at arm's
length basis and in the ordinary course of business and in accordance with the provisions of
the Companies Act, 2013 and the rules made thereunder, SEBI (LODR) Regulations, 2015 and
your Company's Policy on Related Party Transactions. During FY 2025-26, your Company has
not entered into any transactions with related parties which could be considered material in
terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party
transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC 2, is not

applicable. Your Company did not enter into any related party transactions during the year under
review, which could be prejudicial to the interest of minority shareholders. Web link for Policy
on Materiality of Related Party Transactions and also on dealing with Related Party Transactions
has been provided in the Report on Corporate Governance which forms part of Annual Report.
Details of Related Parties, Summary of Significant transaction with Related Parties and Summary
of Significant Outstanding Balances with Related Parties of your Company are given in Note No
49 &65 to the Standalone Financial Statement which is a part of the report. Pursuant to Regulation
23(9) of SEBI (LODR) Regulations, 2015, your Company has filed the reports on Related Party
Transactions with the Stock Exchanges on Half yearly basis.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION
186 OF THE COMPANIES ACT, 2013.

During the year under report, there was no Loan or Guarantee given or Investments made by the
MTNL under Section 186 of the Companies Act, 2013.

CORPORATE GOVERNANCE

A Certificate from M/s Mritunjay Shekhar & Associates, Practicing Company Secretaries,
regarding Compliance of conditions of Corporate Governance as stipulated under SEBI (LODR)
Regulations, 2015 and DPE Guidelines on Corporate Governance for the FY 2025-26 is placed at
Annexure II of this Report. Annual Secretarial Compliance Report for the FY 2025-26 pursuant
to Regulation 24A of the SEBI (LODR) Regulations, 2015 has also been obtained from M/s R. P.
Sehgal & Associates, Practicing Company Secretaries is placed as Annexure III to this Report.
Further, a separate section on Corporate Governance is also placed as Annexure VI to this Report
in accordance with Regulation 34(3) of SEBI (LODR) Regulations, 2015.

BOARD POLICIES

The details of various policies approved and adopted by the Board as required under the Act and
SEBI (LODR) Regulations, 2015 is given in the Corporate Governance Report which forms part
of this report.

SECRETARIAL STANDARDS

During the year under review, the Company has been in compliance with the applicable Secretarial
Standards i.e. SS-1 and SS-2 issued by The Institute of the Company Secretaries of India (ICSI)
w.r.t. Meetings of Board and its Committees and General Meetings respectively. The Company
has in place proper systems to ensure compliance with the provisions of the applicable Secretarial
Standards issued by ICSI and such systems are adequate and operating effectively.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Companies Act, 2013 the Annual Return of the Company
prepared as per Section 92(3) of the Companies Act, 2013 for the Financial Year ended March 31,
2025, is available on the Company's website and can be accessed at https://mtnl.in/ANNUAL%20
RETURN%20OF%20MTNL%20FOR%20FY%202024-25.pdf. In terms of Rules 11 and 12 of the

Companies (Management and Administration) Rules, 2014, the Annual Return for the Financial
Year ended March 31, 2026 shall be filed with the Registrar of Companies, within prescribed
timelines.

IMPLEMENTATION OF CIRCULAR ISSUED BY MINISTRY OF CORPORATE AFFAIRS
(MCA) ON "GREEN INITIATIVES IN CORPORATE GOVERNANCE"

In accordance with the MCA and SEBI Circulars and to ensure compliance of Green Initiative,
your Company has sent various documents including Notice of the 40th AGM, Audited Financial
Statements, Directors' Report, Auditors' Report for the FY 2025-26 etc. to its Shareholders and
Bondholders in electronic form, at the e-mail addresses provided / registered by Members
/ Bondholders and made available to us by the Depositories (NSDL/CDSL). The members are
advised to update by registering changes, if any, in their e-mail address, with the concerned
Depository Participant.

Further, Company will send Letter to the Shareholders & Bondholders who have not registered
their email id with Company/RTA/DPs in order to comply with Regulation 36(1)(b) & 58(1)(b)
of SEBI (LODR) Regulations, 2015 for providing the web-link, including the exact path, where
complete details of the Annual Report for FY 2025-26 of the Company is uploaded in MTNL
website.

Your Company shall also display full text of Notice of 40th AGM & Annual Report 2025-26 at its
website http://mtnl.in/annual.html. We urge Shareholders who have not yet registered their e-mail
addresses to do so without delay. Shareholders who hold shares in Demat form can register their
e-mail address with their respective DPs. For Shareholders who hold shares in physical form, we
kindly request that they register their e-mail addresses with the RTA by sending a signed letter,
quoting their Folio Number details.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Directors, to the best of
its knowledge and ability, state that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures;

(b) the Directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company at the end of the financial year and of the profit or loss
of the Company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the assets
of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis and

(e) the Directors had laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and were operating efficiently.

(f) the Directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Except for the effects / possible effects of the material weaknesses described by the Statutory
Auditors in its Report on the Internal Financial Control under Section 143(3)(i) of the Companies
Act, 2013 for the FY 2025-26 which is attached as annexure to the Independent Auditors Report
which is part of the report on the achievement of the objectives of the control criteria, the Company
has maintained, in all material respects, adequate internal financial controls with reference to
the Standalone financial statements and such internal financial controls with reference to the
Standalone financial statements were operating effectively as of March 31st, 2026, based on the
internal control over financial reporting criteria established by the Company considering the
essential components of internal control stated in the Guidance Note on Audit of Internal Financial
Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

DEPOSITS

Your Company has not invited/ accepted any deposits under Section 73 & 74 of the Companies
Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year and, as
such, no amount of principal or interest was outstanding as on the Balance Sheet date on this
account.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE

The provisions of Section 197(12) of Companies Act, 2013 read with Rule 5 of Companies
(Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to your
Company as being a Government Company. Ministry of Corporate Affairs vide its Notification
dated 05.06.2015 has exempted Government Companies from complying with the provisions of
Section 197 of the Companies Act, 2013.

BUSINESS RESPONSIBILITY & SUSTAINABLITY REPORT (BRSR)

Regulation 34((2)(f) of SEBI (LODR) Regulations, 2015 states that top one thousand (1000)
listed entities based on the market capitalization, a Business Responsibility Report describing
the initiatives taken by them from an environmental, social and governance perspective, in the
format as specified by the Board from time to time has to be prepared. Further, Regulation 3(2A)
of SEBI LODR Regulations, 2015 states that the provisions of these regulations, which become
applicable to a listed entity on the basis of criteria of market capitalization, shall continue to apply
to such an entity unless its ranking changes in the list prepared in accordance with sub-regulation
(2) of this regulation and such change results in the listed entity remaining outside the applicable
threshold for a period of three consecutive years. As on 31.12.2025, MTNL does not comes under
Top 1000 Listed Companies by Average Market Capitalization from July 01, 2025 to December

31, 2025, but it has to comply with SEBI Circular No SEBI/LAD-NRO/GN/2021/22 dated May 05,
2021, Regulation 3(2A) & 34(2)(f) of SEBI (LODR) Regulations, 2015 respectively and has to frame
Business Responsibility and Sustainability Report (BRSR) for FY 2025-26. Accordingly, a Business
Responsibility and Sustainability Report (BRSR) for FY 2025-26 of MTNL has been prepared and
forms part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per the Regulation 34(2)(e) read with Schedule-V to the SEBI (LODR) Regulations, 2015,
Management Discussion and Analysis Report covering the Company's performance and outlook
is attached and forms part of this Report.

STATUTORY AUDITORS & AUDITORS' REPORT ON STANDALONE & CONSOLIDATED
FINANCIAL STATEMENTS

M/s S. L. Chhajed & Co. LLP, Chartered Accountants and M/s O. P. Bagla & Co. LLP, Chartered
Accountants have been appointed as Joint Statutory Auditors of your Company by the Comptroller
and Auditor General (CAG) of India for the FY 2025-26 and the Board has already ratified their
appointment on 07.10.2025. The Independent Auditors' Report on Standalone and Consolidated
Annual Audited Financial Results of the Company for the FY 2025-26 forms part of this Annual
Report.

COST RECORD & COST AUDITOR

During the year under review, in accordance with Section 148(1) of the Companies Act, 2013 the
Company has maintained the accounts and cost records, as specified by the Central Government.
The Cost Audit Report of the Company in the XBRL format for the FY 2024-25 was filed with
the Central Government on 14.10.2025. The Cost Audit Report for the FY 2025-26 shall be filed
within the prescribed time period under the Companies (Cost Records & Audit) Rules, 2014.
The Board of Directors of the Company on the recommendation of the Audit Committee has
appointed M/s R. M. Bansal & Co., Cost Auditors for the FY 2025-26. The Board has fixed a fee of
Rs. 1,12,100/- inclusive of all applicable taxes and reimbursement of out of pocket expenses for
conducting the audit of cost records maintained by the Company for the FY 2025-26, which were
ratified in the last Annual General Meeting of the Company. The Board has re-appointed M/s R.
M. Bansal & Co., Cost Accountants (Firm Registration Number: 000022) as Cost Auditors of the
Company for conducting cost audit for FY 2026-27 in its 369th meeting held on 21.05.2026 on the
recommendation of the Audit Committee. A resolution seeking approval of the Shareholders for
ratifying the remuneration payable to the Cost Auditors for FY 2026-27 is provided in the Notice
of the ensuing Annual General Meeting.

SECRETARIAL AUDITOR & SECRETARIAL AUDITORS REPORT

M/s R. P. Sehgal & Associates, Practicing Company Secretaries & Peer Reviewed Firm continues
to be the Secretarial Auditor of the Company and has conducted the Secretarial Audit of the
Company for the Financial Year 2025-26. The Secretarial Audit Report for FY 2025-26 form part of
this report. Reply to Qualifications given in the Secretarial Audit Report for the FY 2025-26 also

form part of the report.The appointment of M/s R. P. Sehgal & Associates, Practicing Company
Secretaries as Secretarial Auditor of MTNL for a term of (5) consecutive year i.e. from FY 2025-26
to FY 2029-30 pursuant to Regulation 24A of SEBI (LODR) Regulations, 2015 has been approved
by the Shareholders in its 39th Annual General Meeting of MTNL held on 31.10.2025 at a fees
of Rs. 19,000/- per financial year exclusive of GST. The firm has further confirmed that it is not
disqualified to be appointed as the Secretarial Auditor under the applicable provisions of the Act,
rules made thereunder, and SEBI (LODR) Regulations.

AUDITORS QUALIFICATIONS AND MANAGEMENT REPLY THERETO

The replies to the observations of the Statutory Auditors for the Financial Year 2025-26 are given as
Annexure to the Report. The Comments of the Comptroller and Auditor General of India (CAG)
on the Financial Statements (Standalone & Consolidated) and the replies of the Management
thereon are also given in the Annexure to the Directors' Report.

FRAUD REPORTED BY AUDITORS

The Statutory Auditors nor the Secretarial Auditor of the Company have not reported any fraud
during FY 2025-26 as specified under second proviso of Section 143(12) of the Companies Act, 2013
(including any statutory modification(s) or re-enactment(s) thereof for the time being enforce).

CRITERIA FOR DETERMINATING QUALIFICATION, POSITIVE ATTRIBUTES AND
INDEPENDENCE OF A DIRECTOR

(i) Qualification: - The Board of Directors of MTNL has formulated the job description for the
posts of CMD and other Functional Directors. The selection of Whole time Directors is done
by Public Enterprise Selection Board (PESB) on the basis of such criteria.

(ii) Positive Attribute: - Apart from the duties of Directors as prescribed in the Companies
Act, 2013 the Directors are expected to demonstrate high standards of ethical behavior,
communication skills and independent judgment. The Directors are also expected to abide
by the respective code of conduct as applicable to them

(iii) Independence: - A Director is considered as independent if he/she meets the criteria laid
down in Section 149(6) of the Companies Act, 2013 the Rules framed their under and
Regulations 16(1)(b) of the SEBI (LODR) Regulations, 2015.

INDEPENDENT DIRECTOR

MTNL is a Public Sector Undertaking. All appointments including Independent Directors on
the Board are done by the Administrative Ministry i.e. Department of Telecommunications
(DoT), Ministry of Communications, Government of India. During FY 2025-26, Two Independent
Directors i.e. Shri Vishwas Pathak and Ms. Deepika Mahajan was re-appointed as Independent
Directors of the Company w.e.f. 15.04.2025 for a term of one year till 15.04.2026.

DECLARATION BY INDEPENDENT DIRECTOR

All Independent Directors, during their tenure in FY 2025-26, met the requirements specified
under Section 149(6) of the Companies Act, 2013 for holding the position of 'Independent
Director'. The Board noted in its 368th Meeting held on 10.04.2026 the declarations received from
Shri Vishwas Pathak & Ms. Deepika Mahajan Independent Directors pursuant to Section 149(7) of
the Companies Act, 2013 and Regulation 25(8) of SEBI (LODR) Regulations, 2015.

DIRECTORS & KEY MANAGERIAL PERSONNEL

The Company has a very balanced and diversified Board of Directors with an optimum mix of
Executive [represented by CMD, Director (HR & EB), Director (Finance) and Director (Technical)],
Non-Executive [represented by Government Nominee Directors] and Independent Directors. As
on 31.03.2026, MTNL had Four Executive Directors, Two Government Nominee Directors and
Two Independent Directors on its Board.

In terms of the SEBI (LODR) Regulations, 2015, the Board has identified core skills, expertise, and
competencies of the Directors in the context of the Company's business for effective functioning.
The key skills, expertise and core competencies of the Board of Directors are detailed in the
Corporate Governance Report, which forms part of this Report.

List of Present Directors of MTNL as on 31.03.2026 & 31.07.2026 is given in the Corporate
Governance Report.

During the period under report, the following changes took place in the Directorship/Key
Managerial Personnel (KMP) of your Company: -

1. Shri Vishwas Pathak was appointed Independent Director vide Department of

Telecommunications, Ministry of Communications, Government of India Letter No. E-5-
3/2018-PSA dated 15.04.2025 w.e.f. 15.04.2025 and ceased to be Independent Director on
completion of tenure w.e.f. 15.04.2026.

2. Ms. Deepika Mahajan was appointed Independent Director vide Department of

Telecommunications, Ministry of Communications, Government of India Letter No. E-5-
3/2018-PSA dated 15.04.2025 w.e.f. 15.04.2025 and ceased to be Independent Director on
completion of tenure w.e.f. 15.04.2026.

3. Shri Sudhakararao Papa was appointed Director (Technical) vide Department of

Telecommunications, Ministry of Communications, Government of India Letter No. E-2-
2/2021-PSA dated 07.05.2025 w.e.f. 09.05.2025. Further, the tenure as Director (Technical)
was extended for a further period of one year w.e.f. 07.05.2026 or until further orders,
whichever is earlier vide Department of Telecommunications, Ministry of Communications,
Government of India Letter No. E-2-2/2021-PSA dated 24.03.2026.

4. Shri Sultan Ahmed ceases to be Chief Financial Officer (CFO) of the Company w.e.f.
28.05.2025.

5. Shri Anirudh Prasad Singh was appointed as Chief Financial Officer (CFO) of the Company
w.e.f. 28.05.2025 and ceased to be CFO w.e.f. 21.05.2026.

6. Shri A. Robert J. Ravi, tenure as CMD was extended for a further period of Six months w.e.f.
15.04.2026 or till assumption of charge of the post of CMD BSNL by the regular incumbent, or
until further orders, whichever is earliest vide Department of Telecommunications, Ministry
of Communications, Government of India Letter No. E-1-6/2018-PSA dated 12.05.2026.

7. Shri Rajiv Kumar tenure as Director (Finance), was extended for a further period of one
year w.e.f. 01.12.2025 or until further orders, whichever is earlier vide Department of
Telecommunications, Ministry of Communications, Government of India Letter No. E-1-
5/2022-PSA dated 03.03.2026.

8. Dr. Kalyan Sagar Nippani tenure as Director (HR & EB), was extended for a for a further
period of one year w.e.f. 01.10.2025, or until further orders, whichever is earlier vide
Department of Telecommunications, Ministry of Communications, Government of India
Letter No. E-2-3/2021-PSA dated 24.03.2026.

9. Shri Shivendu Gupta ceased to be Government Nominee Director vide Department of
Telecommunications, Ministry of Communications, Government of India Letter No. E-5-
3/2021-PSA dated 13.01.2026 w.e.f. 13.01.2026.

10. Shri Sunil Kumar Ranjan was appointed Government Nominee Director vide Department
of Telecommunications, Ministry of Communications, Government of India Letter No. E-5-
3/2021-PSA dated 13.01.2026 w.e.f. 13.01.2026.

Further, after 31.03.2026, the following changes took place in the Directorship/Key Managerial

Personnel (KMP) of your Company: -

1. Shri Vishwas Pathak ceased to be Independent Director w.e.f. 15.04.2026.

2. Ms. Deepika Mahajan ceased to be Independent Director w.e.f. 15.04.2026.

3. Shri Anirudh Prasad Singh ceased to be Chief Financial Officer (CFO) w.e.f. 21.05.2026

4. Shri Vasudev Singh was appointed as Chief Financial Officer (CFO) w.e.f. 21.05.2026.

5. Shri Alok Shukla ceased to be Government Nominee Director vide Department of
Telecommunications, Ministry of Communications, Government of India Letter No. E-5-
2/2021-PSA dated 08.07.2026 w.e.f. 08.07.2026.

6. Shri Sunil Kumar Ranjan ceased to be Government Nominee Director vide Department of
Telecommunications, Ministry of Communications, Government of India Letter No. E-5-
2/2021-PSA dated 08.07.2026 w.e.f. 08.07.2026.

7. Shri Shyamal Misra Additional Secretary (Telecommunications) was appointed as
Government Nominee Director vide Department of Telecommunications, Ministry of
Communications, Government of India Letter No. E-5-2/2021-PSA dated 08.07.2026 w.e.f.
08.07.2026.

8. Shri K. Balaji Joint Secretary (Administration) was appointed as Government Nominee
Director vide Department of Telecommunications, Ministry of Communications,
Government of India Letter No. E-5-2/2021-PSA dated 08.07.2026 w.e.f. 08.07.2026.

Pursuant to the provisions of Section 2(51) and 203 of the Act, the Key Managerial Personnel
(KMP) of your Company as on 31.03.2026 are: -

i) Shri Anirudh Prasad Singh, Chief Financial Officer (CFO)

ii) Shri Ratan Mani Sumit, Company Secretary (CS)

Apart from the above, no other Director (including Independent Directors) or KMP were appointed
or had retired or resigned during the FY 2025-26 and till the date of approval of Directors Report
by the Board of Directors. Details of Composition of Board of Directors are given separately in the
Corporate Governance Report which forms part of this Report.

RETIREMENT OF DIRECTORS BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with rules
thereunder and Article 66 F of the Articles of Association of the Company, Dr Kalyan Sagar
Nippani, (DIN - 10421277) Director (HR & EB) is liable to retire by rotation at the 40th Annual
General Meeting to be held on 30.09.2026 and being eligible, offer himself for reappointment. The
Board recommends their re-appointment. Brief particulars of Director seeking re-appointment
together with their Directorships in other Companies and Committee Memberships have been
given in the Annexure to the Notice of 40 th Annual General Meeting in pursuance to Regulation
36(3) of SEBI (LODR) Regulations, 2015 and the Secretarial Standards 2 issued by ICSI.

COMMITTEES OF THE BOARD OF DIRECTORS

As required under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, your Company
has constituted following Board Level Committees as per details given below:-

1. Audit Committee

2. Nomination & Remuneration Committee

3. Stakeholders Relationship Committee

4. Enterprise Risk Management Committee

5. Corporate Social Responsibility Committee

Details of the terms of reference of the Board Level Committees, their Composition, Changes in
Membership, and attendance of Directors at Committee Meetings are provided in the Report on
Corporate Governance, which forms part of this Annual Report.

GENERAL DISCLOSURES

Your Directors' state that no disclosure or reporting is required in respect of the following items,
as there were no transactions/events of these nature during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of Shares (Including Sweat Equity Shares) to employees of your Company under any
scheme.

3. Significant or material orders passed by the Regulators or Courts or Tribunals which impact
the going concern status and your Company's operation in future.

4. Voting rights which are not directly exercised by the employees in respect of shares for the
subscription/ purchase of which loan was given by your Company (as there is no scheme
pursuant to which such persons can beneficially hold shares as envisaged under Section
67(3)(c) of the Act).

5. No Application is initiated/pending against the Company under the Insolvency and
Bankruptcy Code, 2016.

6. One time settlement of loan obtained from the Banks or Financial Institutions.

7. Revision of financial statements and Directors' Report of your Company.
ACKNOWLEDGEMENT

Your Director's take this opportunity to gratefully acknowledge the help, guidance and support
received from the Administrative Ministry i.e. Department of Telecommunications (DoT) and
various Ministries of the Government of India. Your Director's are especially grateful to its Bankers,
Vendors, all Stakeholders and Investors including Bondholders, for their continued patronage
and confidence reposed in the Company. The Directors would like to express their thanks for the
sincere hard work and dedicated services rendered by every employee of the Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS(A. ROBERT J. RAVI)
CHAIRMAN & MANAGING DIRECTORPLACE: NEW DELHI
DATE: 12.08.2026