The directors present the 38^th Annual Report of your Company together with the Financial Statements and the Report of the Auditors as well as Comments of Comptroller & Auditor General of India (CAG) on the Financial Statements for the Financial Year ended on March 31, 2024.

PERFORMANCE REVIEW OF MTNL FOR THE FY 2023-24

MTNL has planned several initiatives / projects to improve its network capabilities and provide better quality of service to its customers. Some of the salient initiatives and projects are as below.

1.    Mobile Network:

a. Launching 4G Services in Delhi and Mumbai: DoT vide Office memorandum No.30-04/2019-PSU affairs dated 29^th Oct 2019 had informed that GoI in its cabinet meeting held on 23-10-2019 has approved the proposal of administrative allotment of spectrum to BSNL and MTNL for providing 4G services among other things. In a modification to this decision, the Group of Ministers (GoM) constituted on the matter of "Revival of BSNL and MTNL" approved allocation of 4G spectrum to BSNL in Delhi and Mumbai in place of MTNL in its meeting held on dated 21.12.2020. Accordingly, Mobile 4G network is under process of planning & rollout in Delhi and Mumbai by BSNL.

2.    Wireline Network:

a.    Up-gradation of the MPLS Network: MTNL is going to upgrade entire MPLS network along with the security solution to handle growing traffic needs of FTTH and 4G networks. MPLS equipment for MTNL has been procured as a part of BSNL's Tender. The Installation and AT (acceptance testing) of the equipment is in progress. In the present FY the installation of the equipment has been completed and acceptance testing of the equipment is going on.

b.    Procurement of Firewalls for MPLS and IT data centre: As the existing firewalls have become old and are End of Life (EoL). Three new Firewalls (in 1+1 redundant mode) have been procured through BSNL's Tender for deployment in MPLS data centre of Delhi, MPLS data centre of Mumbai and IT data centre of Delhi each. The Installation of firewall has been done and the AT is going to commence soon. Presently, the Acceptance Testing of the firewalls are going on.

c.    FTTH Revenue Share Policy: MTNL had worked out, finalized and made operational the policy to engage partners on revenue share basis to extend its FTTx services. The Policy has been significantly liberalized so as to attract more revenue share partners.

d.    Migration of MTNL FTTH VoIP subscribers on BSNL Network: In view of obsolescence of C-DOT IMS Core installed in MTNL's network, it was decided to shift the MTNL FTTH voice subscribers on BSNL 's Network. The migration has been completed in Delhi and Mumbai.

e.    Migration of MTNL landline subscribers on BSNL IMS core through diversion of spare LMGs from BSNL: Since, the NT switch installed in MTNL based on TDM technologies have become outdated and obsolete, it was decided to migrate MTNL landline subscribers on BSNL IMS core through diversion of spare LMGs from BSNL. Diversion order for NGN access equipment of 7.55 Lacs capacity issued (5.08 Lacs Mumbai & 2.47 Lacs Delhi). Integration with BSNL core done and migration is in progress. Equipment is under installation at various exchange locations in MTNL. The migration in MTNL Delhi unit has been completed. In Mumbai about 2.88 lakh subscribers migrated to BSNL NGN core and the rest are under the process of migration. As on date 3.5 lakh subscribers have been migrated.

f.    Procurement of BNGs for broadband network: Keeping in view upgradation of Broadband Network of MTNL, a need was felt to replace old Broadband Remote Access Servers (BRASs), which are not covered under AMC, with new BNGs having better capabilities. Accordingly, eight number of BNGs have been procured by BSNL through their tender to meet MTNL's requirement. The site survey, installation of the equipment and validation testing has been completed. AT is going to commence soon.

g.    Procurement of Batteries and Power plants: The Power plants and batteries are the most important infrastructural items to run network. The matter was taken up with BSNL for procurement of batteries through their tender. Accordingly, BSNL has placed the PO for urgent requirement of battery sets, Additional battery sets and Power Plants for MTNL. Delivery of battery bank has completed and installation & testing is under process. Delivery of Power plants has also started and at present they are under installation.

3. Synergy between MTNL & BSNL to reduce OPEX and CAPEX: Several Synergy/Integration measures have been undertaken or being undertaken between MTNL and BSNL to reduce the OPEX & CAPEX. The major steps are summarized as under:

a.    Synergy with BSNL in Mobile Services: Operation and Maintenance (O&M) of MTNL Mobile services has been handed over to BSNL w.e.f. 01.04.2021 for Delhi and w.e.f. 01.09.2021 for Mumbai. Mobile Network elements of BSNL such as OMCR, CNMC, EIR, SSTP, MNP gateway, SPAM filter have been integrated with MTNL mobile network and are being utilized on need basis. CIOR implementation is being done by BSNL for BSNL and MTNL network both. MTNL DLT platform is in the process of migration to BSNL.

b.    Synergy with BSNL in Other Services: The integration of the following network elements of BSNL are under the process of implementation for synergy:

i. Sharing of NMS for MLLN: BSNL uses an upgraded NMS with latest servers and application version for managing MLLN network. MLLN network in BSNL and

MTNL are of same OEM i.e. M/s Infinera (earlier M/s Tellabs). Sharing of NMS will lead to substantial saving of up-gradation cost. BSNL has placed a PO for restoring their NOC DR site and for migration and integration of MTNL MLLN network with BSNL. The migration and integration activities for the leased circuits of MTNL Mumbai has been completed and is under progress in MTNL Delhi.

ii.    Mobile Service Billing: BSNL has placed a PO for the consolidation of Data centers for its Wireless billing application wherein requirement of MTNL Wireless billing would also be catered for 4G services. Procurement of servers and other hardware's for Billing is under process. Further, CB-CRM system presently being used for wireless billing/IUC and MNP billing in MTNL will also be migrated to BSNL platform.

iii.    CDR based Billing System: Common CDR based Billing system for all fixed line services (BB, FTTH, Landline and Leased circuit) for BSNL is under implementation in BSNL. Migration of the billing for all fixed line services of MTNL on BSNL CDR Platform is planned.

iv.    ILD for Voice & Data services: Outgoing ILD traffic of MTNL Delhi and MTNL Mumbai is being routed through BSNL Taxes.

v.    Internet Traffic of MTNL is being routed through BSNL w.e.f. 27.06.2023 and now MTNL is not taking International Internet Bandwidth from other service providers.

FINANCIAL RESULTS OF MTNL FOR THE FY 2023-24

The Standalone Financial Results of your Company along with Consolidated Financial Results for Financial Year 2023-24 is placed as an annexure to this Report.

The Standalone: and Consolidated Financial highlights of your company for the Financial Year ended March 31^st, 2024 are summarized as follows:

SOURCES AND APPLICATION OF FUNDS FOR THE FY 2023-24 ARE GIVEN BELOW: -

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 Boards Report of the Company during the year under review.

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 Financial Year 2023-24.

DIVIDEND

Since there has been no operating profit, the Board of Directors of your company expresses its inability to recommend any dividend during FY 2023-24. However, the Company has formulated and adopted Dividend Distribution Policy in terms of Regulation 43A of SEBI (LODR) Regulations, 2015 and the same may be accessed on the Company's website www. mtnl.net.in.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICHTHESE 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.

CAPITAL AND DEBT STRUCTUREOF MTNL

During the Financial Year 2023-24, there was no increase in the Authorized Share Capital of your Company. The Authorized Share Capital as at March 31, 2024 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 Paid-up Equity Share Capital as at March 31, 2024 of your Company was Rs. 630 Crores comprising of 63 Crores Equity Shares of Rs. 10 each.

During the Financial Year 2023-24, 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 convertor issue; any share warrants.

During the Financial Year 2023-24 your Company has allotted following Debentures/Bonds: -

1.    MTNL had allotted 7.59% 248000 nos. Government of India Guaranteed, Unsecured, Rated, Listed, Redeemable, Non-Convertible and Taxable Bonds in the nature of Debentures Series VIII-A of Rs 1,00,000/- each issued at par aggregating to Rs 2480 Crores on 20.07.2023 having date of maturity on 20.07.2033.

2.    MTNL had allotted 7.61% 105500 nos. Government of India Guaranteed, Unsecured, Rated, Listed, Redeemable, Non-Convertible and Taxable Bonds in the nature of Debentures Series VIII-B of Rs 1,00,000/- each issued at par aggregating to Rs 1055 Crores on 24.08.2023 having date of maturity on 24.08.2033.

3.    MTNL had allotted 7.80% 257000 nos. Government of India Guaranteed, Unsecured, Rated, Listed, Redeemable, Non-Convertible and Taxable Bonds in the nature of Debentures Series VIII-C of Rs 1,00,000/- each issued at par aggregating to Rs 2570 Crores on 07.11.2023 having date of maturity on 07.11.2033.

4.    MTNL had allotted 7.51% 55599 nos. Government of India Guaranteed, Unsecured, Rated, Listed, Redeemable, Non-Convertible and Taxable Bonds in the nature of

Debentures Series VIII-D of Rs 1,00,000/- each issued at par aggregating to Rs 555.99 Crores on 06.03.2024 having date of maturity on 06.03.2034.

Total amount of Bonds issued during the FY 2023-24 is Rs. 6660.99 crores.

The Bonds are listed on the wholesale debt market segment of BSE Limited

During the Financial Year 2023-24 your Company has also redeemed the following Bonds on the relevant due date as per their respective terms of issue:

Total amount of Bonds redeemed during the FY 2023-24 is Rs. 2840 crores.

CREDIT RATING

During the year under review, Care Ratings Limited (CARE) and Indian Ratings & Research Pvt Ltd (India Ratings) have reaffirmed the ratings for the following Instruments of the Company as given below :-

Also, M/s Brickwork Ratings India Pvt Ltd has reaffirmed rating of BWR AAA (CE)/Stable on Rs 6,500 cr Bonds during the year under review.

Further, Care Ratings Limited (CARE) and Indian Ratings & Research Pvt Ltd (India Ratings) vide their letter dtd 03.07.2024 have given the following ratings for the following Instruments of the Company as given below

ASSET MONETIZATION IN MTNL DURING FY 2023-24

MTNL has been mandated to monetize its surplus land and building assets to liquidate the debt and for capital expenditure in accordance with the cabinet approval on revival of MTNL. A company National Land Monetization Corporation (NLMC) was set up by the Department of Public Enterprise (DPE) to undertake monetization of assets of CPSEs, subsequent to Government decision to transfer the work of asset monetization from Department of Investment and Public Asset Management (DIPAM) to Department of Public Enterprise (DPE). Thereafter, MTNL restarted its monetization program under NLMC, for properties valuing more than Rs 100 Cr and submitted 4 properties to NLMC. These 4 properties are under processformonetization in NLMC. In parallel, MTNL has taken up monetization of properties valuing below Rs 100 Cr. through approval of Board of Directors and/or GoM (Group of Ministers for revival of MTNL/ BSNL) approval. Transaction Advisors (TA) have been appointed for monetization of 7 properties valuing below Rs. 10 Cr each. For monetization of 20 MTNL flats at Oshiwara, Mumbai, consultant report has been received. The property shall be put to auction after finalization of reserve price through approval of Board of Directors. GoM approval for monetization of 5 properties valuing Rs 10 Cr to Rs 100 Cr. each has been received and Transaction Advisors have been appointed for monetization of these 5 properties.14 ready built properties at various locations in Delhi have identified for monetization and are at different stages of monetization process. MTNL has also initiated process for conversion of its ready built commercial properties from lease hold to freehold with DDA. In addition to this, MTNL has also conducted feasibility study from M/s National Building Construction Corporation (NBCC) for two properties to explore scope of monetization through development/ re-development. Concerted efforts are also being made for renting out spare-able office spaces to various Government Departments/PSU/Banks and other eligible organizations.

PROCUREMENT DONE BY MTNL DURING FY 2023-24 (Rs. in Crores)

REVIEW OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES

Pursuant to Section 129(3) of the Companies Act, 2013 ("Act"), 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 Act, 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 is given

in this Annual Report. At present there is no material subsidiary company of MTNL, within the meaning of the Companies Act, 2013 / SEBI (LODR), 2015.

Further, pursuant to the provisions of Section 136 of the Act, 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 @ www.mtnl.net.in.

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

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: http://mtnl.in/policy_materialsubsidy.pdf

Performance highlights of Subsidiaries, Associates and Joint Venture Companies during FY 2023-24 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 170%, MTML has been able to successfully position itself with Customer Centric Services. With patronage of more than 4,00,000 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 1828 TB of data every month. Data download has multiplied by more than 17% during the financial year 2023-24. MTML has earned Gross Revenue of MUR 424.37 Million during the period of Apr 2023 to Mar 2024 as against MUR 448.64 Million during last fiscal year. Revenue in same line mainly due to falling Roaming and ILD revenue due to change in customer usage pattern as more and more customers are now using OTT Services like whatsapp for making and receiving long distance voice and video calls. 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 recently. 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. During 2023-24, total Smartphone Sales reached MUR 28 Million. 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 1.73 crores as against loss of Rs 3.71 crores last year.

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

Millennium Telecom Ltd. (MTL): a wholly owned subsidiary of Mahanagar Telephone Nigam Limited, 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 being offered by MTL include Cloud services, Wi-Fi solution; project on e-governance, Managed services, Turnkey ICT solution, GIS based services, capacity building and skill development etc. MTL earned a net profit of Rs. 24.62 lakhs for the period ending 31^st March 2024. MTL has also declared a dividend of Rs 14.38 Lakhs, which amounts to 5% of paid up capital. 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. MTL is also expanding its portfolio of service for providing generalized as well customized solutions to suit government and semi government institutions. MTL has empanelled Business Development Associates (BDAs) for 10 years through EOI. MTL has around 21 empanelled Business Development Associates (BDAs) for innovative projects in ICT related fields. During the Financial Year under report, MTL has registered a profit after tax of Rs 24,61,604/-as against a profit after tax of Rs 31,76,964 /- last year and has a reserve and surplus of Rs 3,17,34,420/- as against Rs 3,07,10,755/- last year.

JOINT VENTURE

(i) MTNL STPI IT SERVICES LTD. (MSITSL)

MTNL STPI 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. In order to implement one of its core objectives, MSITSL has established the physical infrastructure of Tier III Data Center at Chennai on space taken on lease basis from STPI. The Data Center has server farm area of around 3500 sq. ft. The total investment made in this regard is of Rs.456 lakhs, i.e. the paid-up share capital of this company is Rs.4,56,40,000/- which has been equally invested by STPI & MTNL @ Rs.2,28,20,000/- each. This Tier III Data Center is maintaining 99.98% uptime on 24X7. The commercial operation of the Data Center commenced in 2009. At present, the following are our prime customers who have co-located server/storage/network racks of their functions and operations in the MSITSL Data Centre:

•    The Ministry of External Affairs (MEA) has hosted Passport Seva Project at MSITSL Data Center through M/s TCS.

•    The Directorate General of Employment & Training (DGE&T) in Ministry of Labour & Employment has hosted National Career Project through STPI at MSITSL Data Centre.

•    M/s Repco Bank Ltd and its associates such as Repco Microfinance Ltd and Repco Home Finance Ltd have co-located server racks for banking/finance operation.

The revenue of the company has been increasing year after year from the date of its commercialization in 2009. In the previous year i.e. 2023-24, the Revenue from operations was Rs.9.36 crores which was Rs.7.07 crores last year. During the Financial Year under report, MSITS has earned profit after tax of Rs 3.64 crores as against profit after tax of Rs 2.48 crores last year.

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

UTL is J.V. Company of MTNL which consists of TCL, TCIL, NVPL (Nepal) & MTNL. The company provides Mobile/ILD/data services in Nepal. At present MTNL is holding 26.68% of Equity in UTL. The company has not been performing well for the last few years. It has huge losses. The Customer base has also reduced. It is not able to pay the statutory dues like Royalty Fees, BTS site charges, and other dues to the Govt. of Nepal. The company does not have resources to clear outstanding. 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. Now, MTNL along with other Indian JV Partners are taking legal opinion on various options available to them for exit from UTL, which are: Reminder to implement the exit right already exercise, to hold board meeting for consideration of all such issues including the going concern status of the company, Sale of shares to NVPL via exercise of Exit Right, Sale of shares to a third-party buyer(s) and Liquidation, Suit for Specific Performance of Contract may be filed U/s 540 of the National Civil Code, 2017 etc. Provision for the investment not mentioned

DETAILS OF SYSTEM STATUS FOR THE FINANCIAL YEAR 2023-24 (AS ON 31^st MARCH, 2024)

Your Company has the following equipped and used capacity of Landline, GSM, Broadband etc. as on 31^st March, 2024: -

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:

I. 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 2023 to March 2024, total 1558 executives have undergone up-gradation training and awareness programs. Total 18 graduate engineering students have undergone Industrial visit during the period April 2023 to March 2024. Details of ITTM's achievements during 2023-24 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 situated 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 in all 16 upgradation training programs (online via e-mode) and trained 167 in-house personnel achieving a figure of 167 Trainee days from April 2023 to March 2024. CETTM successfully conducted in all 10 training workshops and trained 209 in-house personnel achieving a figure of 292 Trainee days from April 2023 to March 2024. Total 424 number of Engineering/Polytechnic College Students from 9 different Colleges took part in the "Industrial Visit Programme" at CETTM so far in the year 2023-24. CETTM continues to be the first choice for conducting training courses, workshops, seminar etc.by our esteemed clients. Top clients include Veda Dental LLP, Bombay Intelligence Security Ltd, Yogi Divine Society Mumbai, LIC, Galleria Co-op Housing society, MNLU, C-DAC, Kendriya Vidyalaya, Tata Projects Ltd, Pragati Software Pvt Ltd, IIT Bombay, IIT Madras, Delhi Metro Rail Corporation, Colgate Palmolive India Ltd., Modern Road Makers Private Ltd., Informist Data & Analytics Pvt Ltd., Location Hub, Hare Krishna Movement, V SP Location etc. Total Revenue of Rs.32,08,03,090.53has been achieved so far in the F.Y.2023-24. 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.

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

1.    Employees 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.

2.    Married/unmarried female employees with less than two surviving children are entitled to maternity leave for a period of 180 days on the production of medical certificate from an authorized medical officer. During the period of such leave, the female employees are paid leave salary equal to the pay drawn immediately before proceeding on leave.

3.    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 concerned. MTNL has increased the contribution which is presently minimum of Rs.20,000/- and maximum Rs.40,000/- by 50% i.e. to minimum Rs.30,000/- and maximum Rs.60,000/-. As on date, approximately '17690' retirees in MTNL have benefited from this scheme.

IMPLEMENTATION OF OFFICIAL LANGUAGE POLICY

In Mahanagar Telephone Nigam Limited (MTNL), more and more correspondence 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' app developed by the Deptt. of Official Language, Govt. of India, more and more use of Official language by officers and officials 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

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

The Company has constituted an Internal Complaints Committee in MTNL CO, Delhi Unit and Mumbai Unit to look into the complaints on Prevention, Prohibition & Redressal of Sexual Harassment of Women at Workplace and matters concerned 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.

WORKING CONDITION OF WOMEN EMPLOYEES

The Company has been 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.

MANPOWER STATUS AS ON 31^st March 2024

As on 31st March, 2024, 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 19918, 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 31.03.2024

TOTAL NO. OF DIFFERENTLY ABLED EMPLOYEES AS ON 31.03.2024

TURNOVER RATE FOR PERMANENT EMPLOYEES DURING FY 2023-24

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 PwD have been appointed to look after reservation matters and to ensure compliance of instructions of the Act.

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

1.    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.

2.    MTNL being an essential service provider of telecom services, MTNL has been scrupulously following COVID prevention and management guidelines for all its stakeholders like social distancing, wearing of masks, and frequent hand sanitization.

3.    Quarantine Leave has been provided for employees whose family members have been infected with COVID.

4.    For employees and their family members requiring hospitalization due to COVID, Group Health insurance coverage upto Rs.6 Lakhs is being provided under Group Health Insurance Scheme.

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, 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. During the year 2023-24, emphasis was laid

on preventive vigilance and to enhance the awareness of transparency and accountability in working by carrying out various types of field inspections. Further, training program / seminars on vigilance matters/complaints handling and disciplinary proceedings have been conducted during the year for the employees to make the participants understand the conduct rules of MTNL, procedure for handling departmental proceedings and improve their working efficiency. As per CVC instructions, the Vigilance Awareness Week was observed from October 30th, 2023 to November 5th, 2023 with the theme "Say no to corruption, commit to the nation" As a precursor to Vigilance Awareness Week 2023, Preventive Vigilance cum internal housekeeping activities was taken up w.r.t Property Management, Management of assets, Record Management, Technological initiatives, updation of guidelines/circulars and disposal of complaints. During this week, various activities like administering of integrity pledge, release of information booklet on the Vigilance & Disciplinary matters, Preventive Vigilance and other general conduct (Do's & Dont's) among the employees of MTNL was distributed. Also various programmes such as seminars, workshops, essay, poster as well as Quiz competitions were organized during Vigilance Awareness Week.

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 and appeals disposed off by MTNL in the year 2023-2024 are given below:-

Total RTIs Disposed off=983

Total Appeals Disposed off=109

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.

INTEGRITY PACT PROGRAME 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. Two Independent External Monitors (IEMs) being persons of eminence nominated by the Central Vigilance Commission (CVC), to monitor the activities. As on 31.03.2024, Shri Bibhuti Bhushana Mishra, IPS (Retd.) is acting as IEM of MTNL. As on date, Shri Bibhuti Bhushana Mishra, IPS (Retd.) and Shri Virender Singh Pathania, PVSM, PTM, TM, Indian Coast Guard (Retd) 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. 0.12 crores and the total foreign exchange expenditure was Rs. 0.32 crores.

RISK MANAGEMENT & MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Board of Directors of the Company has formed a Enterprise Risk Management Committee to frame, implement and monitor the risk management plan for the Company. 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 development and implementation of Risk Management Policy has been covered in the Management Discussion and Analysis Report as required in terms of SEBI(LODR) Regulations, 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 Four times during the Financial Year 2023-24. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 & the Listing Regulations i.e. the maximum interval between any two Board Meetings did not exceed 120 (one hundred and twenty) 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 intensive discussions on the Financial Results, Debt Management, Revenue and Capital Budgeting, Asset Monetization, various steps to face the impending competition from private operators both in Basic Telephone Service, Cellular Mobile Telephone and other value-added services etc.

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

MTNL being a Government Company, 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 get any remuneration 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.

BOARD FAMILIARISATION AND TRAINING PROGRAMME

The Board is regularly updated on changes in statutory provisions, as applicable to the Company. The Board is also updated on the operations, key trends and risk universe applicable to the Company's business. These updates help the Directors in keeping abreast of key changes and their impact on the Company. For further details, kindly refer Corporate Governance Report which forms part of this Report.

PERFORMANCE EVALUATION OF DIRECTORS

Ministry of Corporate Affairs (MCA) vide notification No. G.S.R. 463(E) dated 05.06.2015 & G.S.R. 584(E) dated 05.07.2017 has exempted the Annual Evaluation of Performance of the Board, Committees and Individual Directors' 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 Act and the rules made thereunder, the SEBI (LODR) Regulations 2015 and your Company's Policy on Related Party Transactions. During FY 2023-24, your Company has not entered into any transactions with related parties which could be considered material

in terms of Section 188 of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, 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 to the Standalone Financial Statement which is a part of the report. Pursuant to Regulation 23(9) of SEBI (LODR) Regulations, 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

Your Company has complied with the Corporate Governance requirement under the Act, Listing Regulations and the relevant guidelines issued by Department of Public Enterprises (DPE). Your Company is also complying with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI). A Certificate from M/s Mritunjay Shekhar & Associates, Practising Company Secretaries, regarding compliance of conditions of Corporate Governance as stipulated under Schedule V (E) of SEBI (LODR), 2015 for the FY 2023-24 and Annual Secretarial Compliance Report for the FY 2023-24 pursuant to SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 8th February, 2019 has also been obtained from M/s Mritunjay Shekhar & Associates, Practising Company Secretaries are also placed at Annexure to this Report. Further, a separate section on Corporate Governance is also placed as annexure to this report.

BOARD POLICIES

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

SECRETARIAL STANDARDS

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of the Company Secretaries of India (ICSI) and such systems are adequate and operating effectively.

EXTRACT OF ANNUAL RETURN

As provided under Section 92 of the Act and rules framed thereunder the Extract of Annual Return in Form MGT-9 is given as Annexure which forms part of this report. In compliance with

Section 134 (3) (a) of the Act, an extract of Annual Return for the FY 2023-24 has been uploaded on MTNL Website and can be accessed at www.mtnl.net.in.

IMPLEMENTATION OF CIRCULAR ISSUED BY MINISTRY OF CORPORATE AFFAIRS 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 38^th AGM, Audited Financial Statements, Directors' Report, Auditors' Report for the F.Y. 2023-24 etc. to its Shareholders and Bond holders only in electronic form, at the e-mail addresses provided / registered by members / bond holders 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.

Your Company shall also display full text of Notice of 38^th AGM & Annual Report 2023-24 at its website http://mtnl.in/annual.html. Your Company looks forward towards active participation of Shareholders in this "Green Initiative" and requests all Shareholders, who have not so far supplied their e-mail addresses, to give the same at the earliest. There will be no dispatch by Post of Notice of 38^th AGM and Annual Report 2023-24 to Shareholders and Bond holders having no email ids in compliance with Circulars of MCA and SEBI.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of its knowledge and ability, confirm 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)(1) of the Companies

Act, 2013 for the FY 2023-24 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 Ind-AS financial statements and such internal financial controls with reference to the standalone Ind-AS financial statements were operating effectively as on March 31, 2024 , 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.

PUBLIC 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 Govt. Company.

BUSINESS RESPONSIBILITY & SUSTAINABLITY REPORT (BRSR)

In accordance with Regulation 34(2)(f) of the SEBI (LODR) Regulations 2015, the Securities and Exchange Board of India ('SEBI'), in May 2021, introduced new sustainability related reporting requirements to be reported in the specific format of Business Responsibility and Sustainability Report ('BRSR'). BRSR is a notable departure from the existing Business Responsibility Report and a significant step towards giving platform to the companies to report the initiatives taken by them in areas of Environment, Social and Governance. Further, SEBI has mandated top 1,000 listed companies, based on market capitalization, to transition to BRSR from FY 2023-24 onwards. As MTNL comes under top 1000 listed company, your Company has prepared BRSR Report for the FY 2023-24 which is given as annexure to this report.

STATUTORY AUDITORS

M/s B. M. Chatrath & Co LLP, Chartered Accountants and M/s D. K. Chhajer & Co., Chartered Accountants have been appointed as Joint Statutory Auditors of your Company by the Comptroller and Auditor General (CAG) of India for the Financial Year 2023-24 and the Board has already ratified their appointment on 25.10.2023. The Auditors' Report is enclosed with the financial statements forming part of this Annual Report.

COST AUDITORS

M/s R. M. Bansal & Co., Cost Accountants have been appointed as Cost Auditors of your company for carrying out audit under Section 148 of the Companies Act, 2013, for the Cost

Records as maintained under Section 209(1)(d) of Companies Act, 1956 and as notified under: (i) Cost Accounting Records (Telecommunications) Rules, 2002 & (ii) Cost Audit Rules, 2001 for the FY 2023-24. The Cost Audit Report alongwith the Annexures for the Financial Year 2022-23 have been submitted to the Central Government in the Form CRA 4 in XBRL format on MCA Portal on 20.10.2023. A resolution seeking approval of the Shareholders for ratifying the remuneration payable to the Cost Auditors for FY 2024-25 is provided in the Notice of the ensuing Annual General Meeting.

SECRETARIAL AUDITORS

M/s R. P. Sehgal & Associates, Practising Company Secretaries of the Company continues to be the Secretarial Auditor of the Company and has conducted the Secretarial Audit of the Company for the Financial Year 2023-24. The Secretarial Audit Report of M/s R. P. Sehgal & Associates are given in as annexure to this report.

AUDITORS QUALIFICATIONS AND MANAGEMENT REPLY THERETO

The replies to the observation of the Statutory Auditors and Secretarial Auditor for the Financial Year 2023-24 are given as Annexure to the Report. The Comments of the Comptroller and Auditor General of India (CAG) on the Financial Statements 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 Auditors of the Company have not reported any fraud during FY 2023-24 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 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 Act, the Rules framed their under and Regulations 16(1)(b) of the Listing Regulations.

MTNL is a Public Sector Undertaking. All appointments including Independent Directors on the Board are done by the Administrative Ministry, Department of Telecommunications (DoT), Ministry of Communications, Government of India.

As on 31.03.2024, MTNL has five Independent Directors on the Board of MTNL.

1.    Shri Yogesh Kumar Tamrakar

2.    Shri Sarv Daman Bharat

3.    ShriVishwas Pathak

4.    Ms. Deepika Mahajan and

5.    ShriPiyush Ranjan Nishad

All the Independent Directors has made declaration that criteria of independence as specified under Section 149(6) of the Companies Act, 2013 & Regulation 16(1)(b) of SEBI (LODR) Regulations, 2015 has been complied with. Pursuant to Part (c)(2)(i) of Schedule V of SEBI (LODR) Regulations 2015, the Board of directors of your Company in its meeting held on 29.05.2024 also gave its confirmation that the Independent Director fulfill the conditions specified in SEBI (LODR) Regulations and are independent of the Management. Due to non-appointment of one Independent Director till 31.03.2024, MTNL was unable to comply the provisions relating to Board Composition, i.e. Regulation 17(1)(B) of SEBI (LODR), 2015. The matter for appointment of one more Independent Director has already been taken up with the Government of India.

A separate meeting of Independent Directors of the Company without the presence of the Functional Directors & the Management Representatives was held on February 13, 2024 as required under Schedule IV to the Act (Code for Independent Directors) and Regulation 25 (3) of the SEBI (LODR) Regulations. All the Independent Directors except Shri Vishwas Pathak of the Company attended the Meeting of Independent Directors held on February 13, 2024. The Indep endent Directors expressed their satisfaction to the desired level on the governance of the Board.

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 31.03.2024, MTNL had four Executive Directors, two Government Nominee Directors and five Independent Directors on its Board. There is one Women Independent Director on the Board of MTNL as on 31.03.2024.

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 31.03.2024 & 14.08.2024 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 Arvind Vadnerkar ceased to be Director (HR & EB) w.e.f. 30.09.2023 on account of superannuation.

2.    Shri Sandeep Govil was appointed as Director (HR & EB) vide DoT letter No. E-2-3/2021-PSA dtd. 25.09.2023 w.e.f. 01.10.2023.

3.    Shri Sunil Kumar Verma, JS (A) DoT ceased to be Government Nominee Director vide DoT letter No. E-5-2/2021-PSA dtd. 15.12.2023 w.e.f. 15.12.2023.

4.    Shri Niraj Verma, Administrator, (USOF) DoT was appointed as Government Nominee Director vide DoT letter No. E-5-2/2021-PSA dtd. 15.12.2023 w.e.f. 15.12.2023.

5.    Shri V.Ramesh ceased to be Director (Technical) w.e.f. 31.07.2024 on account of superannuation.

Further, Shri A. Robert J. Ravi , DDG (SRI), DoT has been appointed as CMD of Mahanagar Telephone Nigam Limited (MTNL) for a period of six months w.e.f. 15.07.2024 to 14.01.2025, or until further orders, whichever is the earlier in place of Shri P.K. Purwar vide Letter No. E-1-6/2018-PSA dtd. 13.07.2024. Shri P.K. Purwar ceases to be CMD of the Company w.e.f. 14.07.2024.

Also, Dr. Kalyan Sagar Nippani, Director (HR), BSNL has been appointed as Director (Technical) w.e.f. 01.08.2024 vide DoT Letter No E-2-2/2021-PSA dtd. 05.08.2024 for a period of three months w.e.f. 01.08.2024 to 31.10.2024 or till the appointment of regular incumbent or until further orders, whichever is the earliest.

The Board places on record deep appreciation for valuable services and guidance provided by Shri Arvind Vadnerkar, Shri Sunil Kumar Verma, Shri P.K. Purwar and Shri V Ramesh during their tenure.

Pursuant to the provisions of Section 2(51) and 203 of the Act, the Key Managerial Personnel (KMP) of your Company as on 31.03.2024 are: -

i)    Shri Sultan Ahmed, 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 2023-24 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.

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 Shri Rajiv Kumar, (DIN No. 09811051) Director (Finance) is liable to retire by rotation at the 38^th Annual General Meeting to be held on 30.09.2024 and being eligible, offer themselves for reappointment. 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 38^th Annual General Meeting in pursuance to Regulation 36(3) of SEBI (LODR) Regulations, 2015 and Secretarial Standards 2issuedby ICSI.

COMMITTEES OF THE BOARD

As required under the Act and SEBI (LODR) Regulations, 2015, your Company has constituted following Board Level Committees. Details of the Board Level Committee as on 31.03.2024 are given below :-

1.    Audit Committees.

2.    Nomination & Remuneration Committees.

3.    Stakeholders Relationship Committee.

4.    Enterprise Risk Management Committee

5.    Corporate Social Responsibility Committee

Details of terms and reference of the Committees, Committees Membership changes and attendance of Directors at meeting of the Committees are provided in the Report on Corporate Governance, a 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 pending against MTNL 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 Directors take this opportunity to gratefully acknowledge the help, guidance and support received from the Administrative Ministry i.e. Department of Telecom (DoT) and various Ministries of the Government of India. Your Directors are especially grateful to its Bankers, 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. The Board is confident that with the employees' continued enthusiasm, initiative and dedicated efforts, your company could face the new challenges and opportunities arising out of the resultant competition from private operators in the Cellular Mobile, Basic Telephone, Internet services, FTTH and other Value Added services.

For and on behalf of the Board of Directors

Sd/-

(A. ROBERT J. RAVI) CHAIRMAN & MANAGING DIRECTOR

PLACE: NEW DELHI DATE: 14^th August, 2024