The Board of Directors hereby submits the Thirty Seventh
Annual Report of the Company with Audited Financial
Statements for the period from 1st April 2024 to 31st March
2025 along with the Auditors Report.

FINANCIAL HIGHLIGHTS

The financial performance of your company is as given below:-

(Rs. in Lakhs)

The net loss after Tax is Rs. (1576.60) lakhs against net loss of
Rs.(1459.91) lakhs made during the previous year.

Review of Operations

During the year under review, the company's other income
was Rs. 69.54 Lakhs and the sale was still nil.

You are aware that the Company is passing through a tough
period for past several years. The plant is still non-operational
due to the requirement of huge fund for major repairing of very
old machineries. But your management is trying hard to revive
the company.

During the year, management has explored the possibility of
various ways to monetize the company based on the Detailed
Project Report (DPR) submitted by the renowned Consultant.

With your support the company is expected to start earning
revenue from the next year.

Market Scenario and Outlook

The market is expected to grow significantly in the coming
years, with forecasts projecting strong CAGR growth, making
India a key manufacturing hub for high-quality optical fiber and
a growing consumer of its advanced infrastructure.

The outlook for optical fiber in India is highly positive and
rapidly growing, driven by the amended Bharatnet Program for
connecting Gram Panchayats & villages, widespread adoption
of 5G, the expansion of Fiber-to-the-Home (FTTH) services,
and strong government initiatives like Digital India and Smart
Cities Mission.

India's digital terrain is changing at a rapid speed. There are
more than 969 million internet users in India. Widespread
smartphone use, the rising popularity of online services such
streaming, e-commerce, and remote work all help to drive
this explosion. As a result, India's digital infrastructure must
include optical fiber since the need for fast internet / intranet.

Top Impacting Opportunities/Drivers:

Government initiative: Optical fiber demand is being raised
in great part by government projects as BharatNet and the
Smart Cities Mission. BharatNet connects approximately
2.50 lakh Gram Panchayats using optical fiber to close the
urban-rural digital divide, therefore offering high-speed
broadband to rural areas. There is a huge requirement of
optical fiber cable more than 5 lakhs kms.

Implementation of 5G: The rollout of 5G technology requires
substantial investment in fiber optic networks to handle
increased data traffic and deliver high-speed, low-latency
services. Fiber optic networks play a crucial role in 5G
networks by providing high-capacity backhaul connections.
They ensure fast and reliable data transmission between cell
towers and core network infrastructure, thus supporting the
high-speed wireless connectivity promised by 5G technology.
Telecom leaders are relying on fiber optic cable to fulfill the
extensive demand for 5G connectivity.

Fiber to the Home (FTTH) connectivity: FTTH is a popular
integrated communication technology that uses fiber optic
technology to enable faster and more effective communication.
The technology connects homes to the operator through optic
fiber wires. It is the most advanced technology for building the
next generation of communication networks. For instance,
Broadband connections are used by more than 944 million
customers.

Technological advancements in the fiber optic cable

technology: With ongoing technological development, the
optical fiber market in India seems to have bright future.

Companies are looking at novel materials and approaches
to improve optical fiber endurance and efficiency to transport
ultra-high speed data.

Increased Investments: Significant investments are being
made by both public and private sectors in building and
expanding optical fiber network infrastructure.

Cautionary Statement

Statements in the Boards' Report contain forward looking
statements. Actual results, performances or achievements
may vary materially from those expressed or implied,
depending upon economic conditions, Government policies,
subsequent developments and other incidental factors.

Risk & Concern

The industry is facing challenging cost pressures as the cost of
major raw materials are going up due to shortage & increase
in oil prices. The variations in exchange rate fluctuation are
also a threat towards cost of production. The competition
within OFC business is becoming fierce due to emerging
new technologies and frequent new product introductions in
Optical fiber products which command competitive prices and
preference in the market. The market price of cables is also
varying due to competition.

Directors

In accordance with Sec.152 (6) and (7) of the Companies Act,
2013, read with Articles 79 & 80 of the Articles of Association
of the company, Shri S.K.Tata (DIN 10388959) and
Tmt R. Bhuvaneswari, (DIN 06370681), will retire from the
directorship of the company by rotation and being eligible,
offer themselves for re-appointment.

Directors’ Responsibility Statement

As required under Section 134(5) of the Companies Act, 2013,
the Directors of the Company hereby state and confirm that -

a) In the preparation of the annual accounts the applicable
accounting standards had been followed.

b) They have 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 as at 31st March 2025, and the loss of the
Company for the year ended on that date.

c) They have 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) They have prepared the annual accounts on a going
concern basis considering the comparative growth in

OFC market, future prospects of the Company with the
support of TCIL.

e) They have laid down internal financial control to be
followed by the company and that such internal financial
control is adequate and was operating effectively.

f) They have devised proper system to ensure compliance
with all provision of all applicable laws and that systems
were adequate and operating effectively.

Extracts of the Annual Return

Pursuant to the amendments to Section 134(3)(a) and
Section 92(3) of the Act, 2013 and read with Rule 12 (1) of
the Companies (Management and Administration) Rules,
2014, the Annual Return (Form MGT-7) for the financial year
ended March 31,2025, is available on the Company's website
and can be accessed at https://ttlofc.in/AnnualReturn.html.
The extract of the Annual Return in Form MGT-9 has been
attached.

Corporate Governance

A report on Corporate Governance with the Practicing
Company Secretaries Certificate on compliance with
conditions of the Corporate Governance has been attached
as to form part of the Report.

Clarification on Practicing Company Secretaries observations
is given below:

1. Due to the non-appointment of Independent
Directors, the Company has not complied with
Section 149(4), 177(1), 178(1), and Schedule IV of the
Companies Act, 2013 as well as with Regulations
17(1) (b), 18 (1), 19(1) and 25 (3) of the Securities
and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, in
terms of minimum number of Independent Directors
in the Board, Constitution of Audit Committee, and
conducting a separate meeting of Independent
Directors respectively.

Company’s reply:

Points No (1): The Company is Joint sector Govt. Company
with 49% of its shares held by TCIL, a Govt. of India Enterprise
and 14.63% held by TIDCO, a Govt of Tamilnadu Enterprise.
Being a Govt. Company, action has already been taken for
induction of Independent Directors Constitution of Audit
Committee as per 18 (1) and Constitution of Nomination and
Remuneration Committee as per regulation 19(1) of SEBI
LODR and separate Independent Directors Meeting as per
25(3) of SEBI LODR shall be conducted after appointment of
required number of Independent Directors by the Ministry of
Telecommunications.

Energy, Technology and Foreign Exchange

Particulars relating to conservation of energy, technology
absorption and foreign exchange earnings and outgo as
required under Sec.134 (3)(m) of the Companies Act, 2013
are enclosed as part of the Report.

Details of director or Key Managerial Personnel who
were appointed or have resigned during the year.

(i) Tmt R. Bhuvaneswari, (DIN 06360681) was appointed
as nominee Director on 21.05.2024 on the Board of
Company.

(ii) Smt. Leena Rajput, (DIN 10388957) remains as Director
and Chairperson of Audit and Internal Complaints
Committee of the company during the year.

(iii) Shri D. Porpathasekaran, (DIN 09612667) remains as
Director and Chairman of the company during the year.

(iv) Shri. J. Ramesh Kannan remains as Managing Director
(DIN 09292181) and Chief Financial Officer (CFO) of
the company throughout the year under review.

(v) Ms. Swapnil Gupta, Company Secretary and
Compliance Officer of the Company, continued to hold
her posts throughout the year under review. Her position
remains same during the year.

Personnel

The Managing Director/CFO and Company Secretary were on
deputation from the Promoter Company TCIL which is a Govt.
of India Enterprise, holding 49% stake in the Company. Hence
their remuneration was as per the scales applicable to their
cadre in the promoter company.

The number of permanent employees as on 31.03.2025
was 61 excluding two KMP officials on deputation from the
promoter company.

None of the employees drew remuneration of Rs.60,00,000/-
or more per annum Rs.5,00,000/- or more per month during
the year. This information is furnished as required under Rule
5(2)(i) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

Human Resources

Your company is glad to announce that the industrial relations
continue to be very cordial. During the year, employees
were given training on lying of Optical cable, OFC splicing,
OFC construction work etc. TTL has been encouraging its
employees to come out with innovative suggestions, which
will pave way for significant cost savings as well as overall
development of the company.

During the year 2018-19, M/s. Telecommunications Consultants
India Limited decided to help TTL employees by taking them
on deputation to work in their various projects in India which
helps the employees to acquire new skill and experience in
services of communication industry. All employees joined in
TCIL on deputation except 8 employees.

Quality Management Systems

It is reported that as a commitment in meeting global quality
standards, your company already has IS/ISO 9001:2015
quality management systems certification from Bureau of
Indian Standards should continue. The license will be renewed
after commencement of production.

Internal Control System

TTL has adequate internal control procedures in respect of all
its operations. It has laid down internal control procedures to
ensure that all assets are safeguarded and protected against
loss from unauthorized use or disposition and transactions
are authorized, recorded and reported correctly. Internal Audit
is being carried out by Independent Audit Firm of Chartered
Accountants on an ongoing basis and it recommends
appropriate improvements apart from ensuring adherence in
company policies as well as regulatory compliance. The Audit
Committee periodically reviews the audit findings.

Transfer to reserves

During the year under review no amount is being transferred
to General Reserve Account.

Dividend

In a view of the losses your directors have not declared any
dividend during the year under review.

Deposits

During the year under section 73 and the rules may be called
the Companies (Acceptance of Deposits) Rules, 2014, the
Company has neither accepted nor renewed any deposits
from public during the year under review.

Corporate Social Responsibility

Since the Company is continuously incurring losses, no CSR
policy has been devised.

Related Party Transactions

There was no contract or arrangements made with related
parties as defined under section 188 (1) of the Companies
Act, 2013 during the year under review.

Research & Development (R&D)

The information as required under the Companies (Disclosure
of Particulars in the Report of Board of Directors) Rules, 1988
with respect to R&D are not applicable to your Company.

Particulars of Loans, guarantees or investments made
under section 186 of the Companies Act, 2013

There were no loans, guarantees or investments made by the
company exceeding the limits specified under Section 186 of
the Companies Act, 2013 during the year under review and
hence, the said provision is not applicable.

Unsecured Loan

The unsecured loan amounting to Rs.176.05 Crores as on
30.06.2025 is from related party i.e. holding company, has
been taken on long term basis without any stipulation for
repayment and other terms.

Information under section 197 of the Companies Act,
2013 read with rule 5(2) of the companies (appointment
and remuneration of managerial personnel) rules, 2014
regarding employee’s remuneration

Information as per Section 197 of the Companies Act 2013,
read with Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is not
applicable to your company as there is no employee on the
rolls of the Company. Accordingly, there was no employee
of the Company who received remuneration in excess of the
limits prescribed under of the Companies Act.

Statement under section 134(3)(p) of the Companies
Act, 2013, regarding formal annual evaluation made by
board of its performance and that of its committees and
individual directors

In terms of the notification dated 05.06.2015 issued by Ministry
of Corporate Affairs, the company has been exempted from
the above provision and hence the disclosure is no longer
required.

Material changes and commitments, if any, affecting the
financial position of the company which have occurred
between the end of the financial year to which the financial
statements relates and the date of the report

None

Information under section 134(3)(n) of the Companies Act,
2013 concerning development and implementation of risk
management policy

The company's operations are completely stopped, only
limited assistance being given by the holding company, which
has a well-defined risk management policy. Your company
has not developed and/or implemented the Risk management
policy on its own.

Details of application made or proceeding pending under
Insolvency and Bankruptcy Code 2016

During the year under review, there were no applications
made or proceedings pending in the name of the company
under the insolvency Bankruptcy Code, 2016.

Details of difference between valuation amount on one
time settlement and valuation while availing loan from
banks and financial Institutions

During the year under review, there has been no one time
settlement of Loans taken from Bank.

Vigil Mechanism under section 177(9) of the Companies
Act, 2013.

Your Company is in process of making the Whistle Blower
Policy/ vigil mechanism for directors and employees to report
concerns about unethical behavior, actual or suspected fraud
or violation of your Company's Code of Conduct. Adequate
safeguards are provided against victimization to those who
avail of the mechanism will be provided soon.

Auditors

In terms of Section 139 of the Companies Act, 2013, the
Comptroller and Auditor General of India (CAG) had appointed
M/s. Sundaram & Srinivasan, Chartered Accountants as the
Auditors of the company for the year 2024-25 at a remuneration
of Rs.1,00,000/- besides reimbursement of traveling and out-
of-pocket expenses at actual, subject to the other items and
conditions as specified by the CAG.

Independent Auditor’s Report

Clarification on Auditors observations is given below:

Basis for Adverse Opinion

1) We draw attention to Note 1(II)(a) Significant
Accounting Policies & 31 which describes that the
Company's financial statements have been prepared
using the going concern assumption of accounting.
However, the Company's accumulated losses of
Rs.2,35,78,744 hundreds (including other
Comprehensive Income) (Previous year Rs. 2,20,02,137
hundreds) has eroded the Net Worth of the Company,
indicating the existence of material uncertainty that
cast doubt about the Company's ability to continue as
a Going Concern. The Company has not operated its
factory since 2017, and no sales effected for more than
five years. Further, as represented by the company,
the machinery would involve major overhauling cost to
resume operations, and the company is also unable to
obtain support for supply of major raw material required
for manufacture from its supplier. Also, the company
has not bagged any new orders to substantiate the
going concern assumption. Though the company had
received a bid for granting of lease of the manufacturing
facilities and factory premises, and issued Letter of
Award to the lessee, the lessee had not taken over the
premises and the lease income has not generated yet.
Hence, considering the cumulative effect of the factors
detailed above, we conclude that the Going Concern
assumption of the management in preparation of
financial statements is not appropriate.

2) In the view of the significant losses, which have been
incurred by the company during the previous financial
years, the carrying amount of fixed assets needs to be
tested for impairment. The management has not done
impairment testing and in absence of any information
we are unable to comment as to whether any provision
for impairment is required or not.

3) The following financial liability /assets referred to in the
respective note of standalone financial statements, has
been stated at historical cost only, irrespective of the fair
value of the same, which is departure from requirement
of Ind AS 113 (Fair Value Measurement) and Ind AS 109
(Financial Instruments):

a. Amounts due to M/s. Fujikura Limited amounting

to Rs.2,10,061 hundreds (Previous Year

Rs.2,07,991) (In hundreds) (Note No 16)

b. Trade Receivables (considered good) amounting

to Rs.4,67,708 hundreds (Previous Year

Rs.4,67,200) (In hundreds) (Note No 5)

c. Unsecured Trade payables amounting

to Rs.3,67,050 hundreds (Previous Year

Rs.3,60,457) (In hundreds) (Note No 15)

d. Short Term and Long-Term Borrowings due
to Telecommunications Consultants India Ltd
(Parent Company) of Rs. 33,90,692 hundreds
(Previous Year Rs.32,51,640 hundreds) (Note No
12 & 14).

Emphasis of Matter

1) We draw attention to Note No. 48 of the other

explanatory notes to the financial statements which
states the reason for non-recognition of amounts due
to the holding Company viz., Telecommunications
Consultants India Limited amounting to Rs.1,70,22,370
hundreds (Previous Year - Rs.1,57,85,738 hundreds) at
Fair Value in accordance with Ind AS 109. Our opinion
is not modified in respect of this matter.

2) Attention is invited to Note Nos. 5, 7, 9, 15, 16 & 17 of
the notes to financial statements, where the balances
carried in the Trade receivables, Other Financial
Assets, Other Current assets, Trade payables, Other
Financial liabilities, and Other Current Liabilities are
subject to confirmation from all parties (other than
Telecommunications Consultants India Limited) as
stated in Note No. 29. Our opinion is not modified in
respect of this matter.

3) Attention is invited to Note No. 45 of the other
explanatory notes to the financial statements which
states that the Company has not received information
from vendors regarding their status under the Micro,

Small and Medium Enterprises Development Act, 2006.
Our opinion is not modified in respect of this matter.

Company’s Reply to Basis of Adverse Opinion Para 1 of
Going Concern Assumption.

The accounts of TTL are drawn up on the basis of going
concern concept since the company and the promoters of the
company are taking various efforts for revival of TTL.

One of the proposals is monetization of TTL premises including
vacant land along with diversification of business. TTL has
total 9.78 acres of land in Maraimalai nagar, near Chennai.
Factory area is 4.27 acres with a framed structure built up
area of 53265 Sq.ft and vacant land area is 5.51 acres. In this
regard a Request for Proposal (RFP) for has been floated for
Grant of Lease of the Manufacturing Facilities and Premises of
Tamilnadu Telecommunications Factory located in Maraimalai
Nagar, near Chennai, Tamil Nadu.

With the approval from competent authority Letter of Award
has been issued to the party on 24.05.2023. Electricity
connection has been restored on 12.04.2024. After signing of
Lease cum revenue sharing agreement, TIDCO vide its letter
Dt. 10.10.2023 informed TTL to refrain from proceeding further
with the proposal of leasing and not to execute / register the
lease. The Lessee did not take over the factory. The lease has
been cancelled.

The Company is exploring other possible avenues to generate
revenue.

Business partners are being explored for fresh investment in
the company for revival of the factory and in the new areas of
business.

Promoter TCIL has initiated the proposal of sale of entire stake
of TCIL in TTL through DIPAM as per the revised procedure
for strategic disinvestment in CPSEs. DIPAM has given the
In-principal approval and the same has been communicated to
Department of Telecom, Ministry of Communication. Tenders
for Transaction Adviser and Legal adviser were floated by
TCIL and were uploaded in websites of TCIL & TTL in April-25.
This strategic disinvestment will pave the way for revival of the
company by the prospective buyers.

It is pertinent to mention that State-run telco BSNL has
finalized a tender worth around Rs.65,000 crore to implement
the third phase of the Bharat Net project during the FY 24-25.
The tender is part of the Rs 1.39-lakh crore revamped Bharat
Net project, cleared by the Cabinet in August 2023. The
tender aims to connect and upgrade existing 164,000-gram
panchayats and connect around 47,000-gram panchayats
under the new model and there is a huge requirement of
optical fiber cable more than 4,60,000 KMs.

Considering the huge scope of Optical Fiber cable supply
during the immediate future due to implementation of

BharatNet project and with the support of promotors, the
accounts are prepared on going concern basis for this financial
year 2024-25.

As mentioned in our financials, TTL is regularly borrowing
from our holding company TCIL for its raw material support
and working capital support for running day to day operations.
The balances of current liabilities and trade payable pertaining
to related party /our holding company TCIL as on 31/03/2025
are given below:

(i) Current liabilities -

short term borrowing : Rs in hundreds

(a) Bridge Loan : Rs. 11,65,730/-

(b) Working capital support loan : Rs. 22,24,962/-

(ii) Trade payable - Sundry

creditors for raw material support : Rs. 58,94,795 /-

(iii) Other current liabilities -

interest accrued : Rs.77,36,883/-

Total Rs in hundreds : Rs.170,22,370/-

Amounts due to Fujikura Limited amounting to Rs.2,10,061
hundreds

Trade Receivables (considered good) amounting to
Rs.4,67,708 hundreds

Unsecured Trade Payables amounting to Rs.3,67,050
hundreds

This is to state that the above items are reviewed and monitored
on day to day basis in both TTL and TCIL. The balances are
periodically reconciled with TCIL and also approved by board
of directors of TTL.

It may not be out of place to mention that all the realizations
from TTL clients are routed through Escrow account which is
auto credited to TCIL's Account for which standing instructions
have been given to bank. Moreover, charge has been created
in favour of TCIL against fixed assets and current assets of
TTL for all the TCIL loans, advances and liabilities towards raw
material supply. The loans are repayable on demand basis.

Ind AS 109 requires all financial assets/liabilities to be
recognised initially at fair value and subsequently at amortised
cost it satisfies the criteria with reference to Ind As 32 Para 11
and para 4.2.1 of Ind As 109. Since these financial assets/
liabilities are current in nature, there is immaterial finance cost/
income involved, therefore, as a general practice, demand
deposits are carried at cost and not at fair value/amortised
cost.

In view of the commitment to pay to TCIL, the holding
company/ related party on demand basis, and the company
is taking a conservative approach, management assume book
value of current liabilities at a amortized cost i.e instead to

book profit by discounting liabilities the company prefers to go
and disclose liabilities with full amount under law of prudence.

Company's Reply to Para 2 of Emphasis of Matter regarding
balances carried in the debtors, creditors, advances &
deposits payable/recoverable are subject to confirmation from
all parties (other than Telecommunications Consultants India
Limited)

Wherever possible the Company is getting confirmation.
Since TTL does not have fund to pay to the Creditor including
M/s.Fujikura, the company does not ask for balance
confirmation from any Creditors which will trigger to make
payment.

Company's Reply to Para 3 of Emphasis of Matter regarding
Company has not received information from vendors regarding
their status under the Micro, Small and Medium Enterprises
Development Act, 2006.

As stated in Notes to Accounts No.45, the Company has not
received information from the vendors regarding their status
under the Micro, Small and Medium Enterprises Development
Act, 2006.

Cost Auditors:

As per the provisions of the Companies (Cost Records and
Audit) Rules, 2014, the operation of the company is not falling
within the scope of cost audit. Hence cost auditor was not
appointed for the financial year 2024-25.

Secretarial Audit Report

Clarification on Secretarial audit observations is given below:

i. Due to non-appointment of Independent Directors,
the Company has not complied with Section 149(4),
177(1), 178(1) and Schedule IV of the Companies
Act, 2013 as well as with Regulations 17(1)(b), 18(1),
19(1) and 25 (3) of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, in terms of
minimum number of Independent Directors in
the Board, Constitution of Audit Committee,
Nomination and Remuneration Committee and
conducting a separate meeting of Independent
Directors respectively.

Management reply to the observation:

Point No (i) The Company is Joint sector Govt. Company with
49% of its shares held by TCIL, a Govt. of India Enterprise and
14.63% held by TIDCO, a Govt of Tamilnadu Enterprise. Being
a Govt. Company, action has already been taken for induction
of Independent Directors Constitution of Audit Committee as
per 18 (1) and Constitution of Nomination and Remuneration
Committee as per regulation 19(1) of SEBI LODR and separate
Independent Directors Meeting as per 25 (3) of SEBI LODR
shall be conducted after appointment of required number of
Independent Directors by the Ministry of Telecommunications.

Acknowledgements

The Directors wish to place on record their sincere appreciation
for the encouragement, assistance, support and co-operation
given by Government of India, Government of Tamilnadu and
the Promoters. The Directors appreciate your whole hearted
efforts during the year and solicit your continued support and
co-operation. Your directors acknowledge the continued trust
and confidence you have reposed in this company.

For and on behalf of the Board

-Sd/- -Sd/-

J.Ramesh Kannan R. Karthikeyan
Place: Chennai Managing Director Director

Date : 10.08.2025 (DIN 09292181) (DIN 00824621)