GTL Ltd — AGM Information 2022

Sep 7, 2022

REF: GTL/SE/AGM/2022-231022 September 7, 2022

September 7, 2022

Department of Corporate ServicesServices	Corporate Communication Department
BSE LimitedLimited	National Stock Exchange of India Ltd.
Phiroze Jeejeebhoy Towers,Towers,	Exchange Plaza, 5th Floor,
25thFloor, Dalal Street,Street,	Plot No. C/1, G Block,Plot No. C/1, G Block,
Fort, Mumbai 400 001.001.	Bandra Kurla Complex,
	Bandra (East), Mumbai 400 051.Bandra (East), Mumbai 400 051.
(BSE Code: 500160 NSE Symbol: GTL ISIN: INE043A01012)

Dear Sir/s,

Sub: Notice convening 34thAnnual General Meeting & intimation of Remote Evoting facility voting facility

We wish to inform you that the Thirty-fourth (34th) Annual General Meeting (AGM) of the Members of the Company will be held on Thursday, September 29, 2022, at 2:00 P.M. (IST) through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM") in accordance General Circular no. 2/2022 dated May 5, 2022 and other related circulars issued by the Ministry of Corporate Affairs and Circular No. SEBI/HO/CFD/ CMD2/CIR/P/2022/62 dated May 13, 2022 and other related circulars issued by the Securities and Exchange Board of India. We wish to inform you that the Thirty-fourth Annual General Meeting (AGM) of the Members of the Company will be held on Thursday, September 29, 2022, at 2:00 P.M.

Pursuant to provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), the Company is providing to its members the facility to cast their vote by electronic means on all resolutions set forth in the Notice. The instructions for entire e-voting are detailed in the said Notice. issued by the Ministry of Corporate Affairs and Circular No. SEBI/HO/CFD/ Securities and Exchange Board of India. Securities and Exchange Board of India (Listing Obligations and Disclosure its members the facility to cast their vote by electronic means on all resolutions set forth in

Pursuant to Regulation 30 read with clause 12 of Part A of Schedule III to the Listing Regulations, please find enclosed Notice convening the 34th AGM of the Company for your records. Regulations, please find enclosed Notice convening the 34th AGM of the Company for

Please acknowledge receipt.

Thanking you, Yours truly, For GTL Limited Thanking you,

tke-wk`r ak A. Keluskar tk'kog ur

Company Secretary & Compliance Officer Compliance Officer

Milind Bapat Chief Financial Officer

Note: This letter is submitted electronically with BSE & NSE through their respective web-portals Note: This letter is submitted electronically with BSE & NSE through their respective web-portals

GTL LIMITED Regd. Off.: Global Vision Electronic Sadan - II MIDC TTC Industrial Area Mahape Navi Mumbai - 400 710 Maharashtra, India. Tel: +91-22-2761 2929 Fax: +91-22-2768 9990 www.gtllimited.com CIN: L40300MH1987PLC045657 Corp. Off.: 412 Janmabhoomi Chambers 29 Walchand Hirachand Marg Ballard Estate Mumbai - 400 001, India. Tel: +91-22-2271 5000 Fax: Fax: +91-22-2271 5332 GLOBALGroup Regd. Off.: Global Vision Electronic Sadan - II MIDC TIC Industrial Area Mahape Navi - 400 710

NOTICE is hereby given that the Thirty-Fourth (34th) Annual General Meeting of the Members of GTL Limited will be held on Thursday, September 29, 2022, at 02:00 P.M. (IST), through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM") to transact the following business:

Ordinary Business

• 1. To consider and adopt the Audited Financial Statements of the Company for the financial year ended March 31, 2022, together with the Reports of the Board of Directors and Auditors thereon.
• 1. To appoint a director in place of Dr. Mahesh M. Borase (DIN: 03330328), who retires by rotation and being eligible, offers himself, for re-appointment.
• 1. To consider and, if thought fit, to pass, with or without modification, the following resolution as an Ordinary Resolution:

"RESOLVED that pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, as amended from time to time, and further to the recommendations

Notes:

• 1. Pursuant to General Circular No. 2/2022 dated May 5, 2022 and other circulars issued by the Ministry of Corporate Affairs ("MCA") and Circular No. SEBI/HO/ CFD/CMD2/CIR/P/2022/62 dated May 13, 2022 and other circulars issued by the Securities and Exchange Board of India ("SEBI"), (hereinafter collectively referred to as "the Circulars"), the 34th Annual General Meeting ("AGM") of the Company is being conducted through Video Conferencing ("VC") / Other Audio-Visual Means ("OAVM").
• 1. In terms of Regulation 36 (3) and (5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) ("SEBI Listing Regulations"), the Company has provided the required information and explanatory statement in respect of Item No. 2 and 3 of the notice respectively.
• 1. Since the 34th AGM is being held pursuant to the Circulars through VC/OAVM, physical attendance of Members has been dispensed with. Accordingly, the Proxy Form, Attendance Slip and Route Map are not annexed to this Notice.
• 1. Pursuant to the provisions of Section 108 of the Companies Act, 2013 ("the Act") read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI Listing Regulations, the Company is providing facility of e-voting to its Members in respect of the businesses to be transacted at the AGM. For this purpose, the Company has entered into an agreement

of the Audit Committee and the Board of Directors, M/s. GDA & Associates, Chartered Accountants (Firm Registration No. 135780W) be and are hereby re-appointed as Statutory Auditors of the Company to hold office for a second term of five consecutive years from the conclusion of the 34th Annual General Meeting till the conclusion of the 39th Annual General Meeting, at the remuneration and terms as stated in the explanatory statement annexed to the Notice."

By Order of the Board of Directors

Place: Mumbai	Deepak Keluskar
Date: September 05, 2022	Company Secretary

Registered Office:

GTL Limited, 'Global Vision', Electronic Sadan No. II, M.I.D.C, T.T.C. Industrial Area, Mahape, Navi Mumbai 400710, Maharashtra, India. Tel: +91-22-27612929 Fax: +91-22-2768 9990 E-mail: gtlshares@gtllimited.com Website: www.gtllimited.com CIN: L40300MH1987PLC045657

with Central Depository Services (India) Limited ("CDSL") for facilitating voting through electronic means, as the authorized e-Voting agency. The facility of e-voting for casting votes by a member during the 3 days period prior to the AGM ("Remote e-voting") and during the course of the AGM ("Venue e-voting") will be provided by CDSL.

• 1. The Members can join the AGM in the VC/OAVM mode 30 minutes before the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available to at least 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without the restriction of first come first served basis.
• 1. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Act.
• 1. Pursuant to the Circulars, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. However, pursuant to Sections 112 and 113 of the Act, representatives of the members such as the President of India or the Governor of a State or

body corporate can attend the AGM through VC/OAVM and cast their votes through e-voting.

• 1. In line with the Circulars, the Annual Report for FY 2021-22 containing the Notice of AGM, Financial Statements, Directors' Report, Auditors' Report, Corporate Governance Report and Management Discussion & Analysis, is being sent by electronic mode to those Members whose names appear in the Register of Members as on Friday, September 02, 2022 and whose e-mail addresses are registered with the Company's Registrar and Share Transfer Agent, Bigshare Services Private Limited ("BSPL") / Depositories. The Annual Report has been uploaded on the website of the Company at www.gtllimited.com and can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") at www.bseindia.com and www.nseindia.com respectively. A copy of the same will also be available on the website of CDSL (agency for providing the Remote e-Voting and venue e-voting system during the AGM) i.e. www.evotingindia.com.
• 1. The procedure for participating in the AGM through VC / OAVM is explained below in this Notice.
• 1. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names, as per the Register of Members of the Company, will be entitled to vote.
• 1. Members are requested to intimate changes, if any, pertaining to their name, postal address, email address, telephone / mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc., to their Depository Participants in case the shares are held in electronic form.

In respect of shares held in physical form, as requested by the Registrar and Share Transfer Agent ("RTA"), members are requested to intimate changes, if any, in respect of the above information to RTA at Bigshare Services Private Limited, Office No. S6-2, 6th Floor, Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri East, Mumbai 400093, Maharashtra, in the prescribed Form ISR-1 and / or other forms as applicable as per SEBI Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/655 dated November 3, 2021.

Members may also note that as per the aforesaid SEBI Circular, the respective Folios of shares held in physical mode shall be FROZEN by the RTAs if such members do not furnish valid PAN, KYC information (email-id, phone numbers, Bank details, Specimen signatures) and Nomination details to the RTAs by March 31, 2023. Members may also refer to the Investor Information on the Company's website http://www.gtllimited.com/ind/inv\_info.aspx for the prescribed forms in relation to the above said SEBI Circular. Accordingly, members are requested to take appropriate steps immediately to avoid freezing of respective folios by the RTA.

• 1. Attention of Members is also drawn to SEBI Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022 which mandates that listed companies issue securities only in dematerialized form while processing service requests viz. Issue of duplicate securities certificate; claim from unclaimed suspense account; renewal/exchange of securities certificate; endorsement; sub-division/splitting of securities certificate; consolidation of securities certificates/folios; transmission and transposition. Members are therefore requested to make service requests by submitting a duly filled and signed Form ISR–4, the format of which is available under Investor Information on the Company's website http://www.gtllimited.com/ind/inv\_info.aspx and on the website of the Company's RTA, at https://www.bigshareonline.com/Resources.aspx. It may be noted that any service request will be processed only after the related folio is KYC compliant. Members may also note that the above referred circular also stipulates crediting of the shares to Suspense Escrow Demat Account, in case concerned shareholder fails to submit demat request within the prescribed timelines.
• 1. All documents referred to in this Notice and the Register of Contracts & Directors' shareholdings are open for inspection up to the date of AGM, for which purpose, members may sent their request to gtlshares@gtllimited.com.
• 1. The Company's Equity Shares are listed on BSE and NSE. The Listing Fees for the FY 2022-23 in respect of equity shares of the Company have been paid.
• 1. The venue of the 34th AGM shall be deemed to be the Registered Office of the Company at "Global Vision", Electronic Sadan No. II, M.I.D.C., T.T.C. Industrial Area, Mahape, Navi Mumbai-400710, Maharashtra, India.
• 1. Pursuant to the provisions of Sections 124 and 125 of the Act, the Company has transferred unclaimed dividends up to the Financial Year (FY) 2009-10 to the Investor Education and Protection Fund ("IEPF"). The Company has not declared/paid any dividend for FY 2010-11 and thereafter. Therefore, no further Unclaimed / Unpaid Dividend(s) are due for transfer to the IEPF as of date. Members may refer to section 'Unpaid / Unclaimed Dividends' in the Corporate Governance Report forming part of this Annual Report, for full details.

17. THE INSTRUCTIONS FOR SHAREHOLDERS FOR E-VOTING ARE AS UNDER:

(i) Pursuant to SEBI Circular No. SEBI/HO/CFD/ CMD/ CIR/P/2020/242 dated December 9, 2020, under Regulation 44 of SEBI Listing Regulations,

GTL Limited, being a listed entity is providing e-voting facility to its shareholders, in respect of all shareholders' resolutions.

• (ii) The 3 days remote e-voting period prior to AGM begins on Monday, September 26, 2022 at 09:00 A.M. (IST) and ends on Wednesday, September 28, 2022 at 05:00 P.M. (IST) During this period shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date ("record date") of Thursday, September 22, 2022 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
• (iii) Shareholders who have already voted as above prior to the meeting date would not be entitled to vote during the course of AGM.
• (iv) In terms of SEBI Circular No. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Demat account holders would now be able to cast their vote by way of a single login credential, through their respective Demat accounts / websites of Depositories /Depository Participants, without having to register again with the E-voting Service Providers ("ESPs").

18(A) PROCESS FOR LOGIN FOR E-VOTING AND JOINING VIRTUAL MEETINGS, FOR INDIVIDUAL SHAREHOLDERS HOLDING SECURITIES IN DEMAT MODE

Type of shareholders	Login Method
Individual Shareholdersholding securities in Dematmode with CDSL	1)Users who have opted for CDSL Easi / Easiest facility, can login through theirexisting user id and password. Option will be made available to reach e-Voting pagewithout any further authentication. The URL for users to login to Easi / Easiest arehttps://web.cdslindia.com/myeasi/home/login or visit www.cdslindia.com and clickon Login icon and select New System Myeasi.
	2)After successful login the Easi / Easiest user will be able to see the e-Votingoption for eligible companies where the evoting is in progress as per theinformation provided by company. On clicking the evoting option, the user will beable to see e-Voting page of the CDSL e-Voting service provider for casting his/her vote during the remote e-Voting period or joining virtual meeting & votingduring the course of the meeting. Additionally, there are also links provided toaccess the system of all e-Voting Service Providers i.e. CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the e-Voting service providers' websitedirectly.
	3)If the user is not registered for Easi/Easiest, option to register is available athttps://web.cdslindia.com/myeasi/Registration/EasiRegistration
	4)Alternatively, the user can directly access e-Voting page by providingDemat Account Number and PAN No. from a e-Voting link available onwww.cdslindia.com home page. The system will authenticate the user bysending OTP on registered Mobile & Email as recorded in the Demat Account.After successful authentication, user will be able to see the e-Voting optionwhere the e-voting is in progress and also able to directly access the system ofall e-Voting Service Providers.
Individual Shareholdersholding securities in dematmode with NSDL	1)If user is already registered for NSDL IDeAS facility, they may visit thee-Services website of NSDL. Open web browser by typing the following URL:https://eservices.nsdl.com either on a Personal Computer or on a mobile. Oncethe home page of e-Services is launched, click on the "Beneficial Owner" iconunder "Login" which is available under 'IDeAS' section. A new screen will open.User will have to enter User ID and Password. After successful authentication, userwill be able to see e-Voting services. Click on "Access to e-Voting" under e-Votingservices and user will be able to see e-Voting page. Click on company name ore-Voting service provider name and user will be re-directed to e-Voting serviceprovider website for casting vote during the remote e-Voting period or joining virtualmeeting & voting during the course of the meeting.

NOTICE OF AGM

Type of shareholders	Login Method
	2)If the user is not registered for IDeAS e-Services, option to register is availableat https://eservices.nsdl.com. Select "Register Online for IDeAS "Portal or click athttps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
	3)Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Oncethe home page of e-Voting system is launched, click on the icon "Login" which isavailable under 'Shareholder/Member' section. A new screen will open. User willhave to enter User ID (i.e. Sixteen digit demat account number held with NSDL),Password/OTP and a Verification Code as shown on the screen. After successfulauthentication, user will be redirected to NSDL Depository site wherein user cansee e-Voting page. Click on company name or e-Voting service provider name anduser will be redirected to e-Voting service provider website for casting vote duringthe remote e-Voting period or joining virtual meeting and voting during the courseof the meeting.
Individual Shareholders(holding securities in dematmode) login through theirDepository Participants	User can also login using the login credentials of demat account through DepositoryParticipant registered with NSDL/CDSL for e-Voting facility. After Successful login, userwill be able to see e-Voting option. Once user clicks on e-Voting option, user will beredirected to NSDL/CDSL Depository site after successful authentication, wherein usercan see e-Voting feature. Click on company name or e-Voting service provider nameand user will be redirected to e-Voting service provider website for casting vote duringthe remote e-Voting period or joining virtual meeting and voting during the course ofthe meeting.

Important note : Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at above mentioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Login type	Helpdesk details
Individual Shareholders holding securities in Dematmode with CDSL	Members facing any technical issue in login can contact CDSLhelpdesk by sending a request at helpdesk.evoting@cdslindia.com orcontact at toll free no. 1800 22 55 33.
Individual Shareholders holding securities in Dematmode with NSDL	Members facing any technical issue in login can contact NSDLhelpdesk by sending a request at evoting@nsdl.co.in or call at tollfree no.: 1800 1020 990 and 1800 22 44 30

18(B) PROCESS & MANNER OF REMOTE E-VOTING AND JOINING VIRTUAL MEETING FOR SHAREHOLDERS HOLDING SHARES IN PHYSICAL MODE AND OTHER THAN INDIVIDUAL SHAREHOLDERS HOLDING SHARES IN DEMAT MODE:

• a. The shareholders should log on to the e-voting website www.evotingindia.com.

• b. Click on "Shareholders" module.

• c. Now Enter your User ID

  • (i) For CDSL: 16 digits beneficiary ID,
  • (ii) For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
  • (iii) Members holding shares in Physical Form should enter Folio Number registered with the Company.

• d. Next enter the Image Verification as displayed and Click on Login.

• e. If you are holding shares in electronic ('demat') form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

• • f. If you are a first time user follow the steps given below:

For Shareholders holding shares in Demat Form other than individual and Physical Form
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department(Applicable for both demat shareholders as well as physical shareholders)
	* Shareholders who have not updated their PAN with the Company / DepositoryParticipant are requested to use the Sequence Number as provided in the email,in the PAN field.
Dividend Bank Details ORDate of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) asrecorded in your demat account or in the company records in order to login.
	If both the details are not recorded with the depository or company please enterthe 16 digit member-id or folio number in the Dividend Bank details field asmentioned in instruction 18(B)c.

• g. After entering these details appropriately, click on "SUBMIT" tab
• h. Shareholders holding shares in physical form will then directly reach the Company selection screen. However, Shareholders holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
• i. For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
• j. Click on the EVSN of "GTL LIMITED" on which you choose to vote.
• k. On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
• l. Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
• m. After selecting the resolution you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.
• n. Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
• o. You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page.
• p. If a demat account holder has forgotten the login password then Enter the User ID and the image

verification code and click on Forgot Password & enter the details as prompted by the system.

Facility for Non – Individual Shareholders and Custodians – Remote Voting

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the "Corporates" module.
• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.
• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
• The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.
• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
• Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz. gtlshares@gtllimited.com, if they have voted from individual tab and not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

18(C) INSTRUCTIONS FOR SHAREHOLDERS ATTENDING AND PARTICIPATING IN THE AGM THROUGH VC/OAVM ARE AS UNDER:

• 1. The procedure for attending meeting and voting on the day of the AGM is same as the instructions mentioned above for e-voting.
• 1. The link for VC/OAVM to attend meeting will be available where the EVSN of Company will

be displayed after successful login as per the instructions mentioned above for Remote e-voting.

• 1. Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the AGM.
• 1. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.
• 1. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
• 1. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
• 1. Shareholders who would like to express their views or ask questions during the meeting may register themselves as a speaker by sending their request along with questions mentioning their name, demat account number/folio number, email-id, mobile number at gtlshares@gtllimited.com from Monday, September 19, 2022 (09.00 A.M. IST) to Friday, September 23, 2022 (05.00 P.M. IST). Members who have registered themselves as speakers will only be allowed to express their views / ask questions during the AGM. The Company reserves the right to restrict the number of speakers depending on availability of time for the AGM.
• 1. Only those shareholders, who are present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the AGM.
• 1. If any Votes are cast by the shareholders through the e-voting available during the AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.
• 18(D) PROCESS FOR SHAREHOLDERS WHOSE EMAIL ADDRESSES ARE NOT REGISTERED WITH THE DEPOSITORIES - FOR OBTAINING LOGIN CREDENTIALS FOR E-VOTING FOR THE RESOLUTIONS PROPOSED IN THIS NOTICE:
  • 1. Shareholders holding shares in physical form - please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to gtlshares@gtllimited.com/ investor@bigshareonline.com

1. Shareholders holdings shares in demat form - please provide Demat account details (CDSL-16 digit beneficiary ID or NSDL-16 digit DPID + CLID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to gtlshares@gtllimited.com/ investor@bigshareonline.com

Queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System, may be raised by sending email to helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or by email to helpdesk.evoting@cdslindia.com or call on toll free no. 1800 22 55 33.

• 1. The Company has appointed Mr. Virendra G. Bhatt, a Practicing Company Secretary, (Membership No. ACS1157, COP: 124) as the Scrutinizer for conducting the entire e-voting process in a fair and transparent manner.
• 1. The Scrutinizer shall immediately after the conclusion of voting at the General Meeting in the presence of at least two witnesses not in the employment of the Company first count the votes cast at the meeting, thereafter unblock the votes cast through remote e-voting and make not later than 48 (forty eight) hours of conclusion of the meeting, a consolidated Scrutinizer's Report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same.
• 1. The Results on resolutions shall be declared on or after the AGM of the Company, but within 48 (forty eight) hours after conclusion of the Meeting and the resolutions will be deemed to be passed on the AGM date subject to receipt of the requisite numbers of votes in favour of the Resolutions.
• 1. The results declared along with the Scrutinizer's Report will be hosted on the Company's website at www.gtllimited.com and on CDSL's website at www.evotingindia.com for information of the Members, besides being communicated to BSE and NSE, where the shares of the Company are listed.

By Order of the Board of Directors

Place : Mumbai	Deepak Keluskar
Date : September 05, 2022	Company Secretary

Registered Office:

GTL Limited, 'Global Vision', Electronic Sadan No. II, M.I.D.C, T.T.C. Industrial Area, Mahape, Navi Mumbai 400710, Maharashtra, India. Tel: +91-22-27612929, Fax: +91-22-2768 9990 E-mail: gtlshares@gtllimited.com Website: www.gtllimited.com CIN: L40300MH1987PLC045657

ANNEXURE TO THE NOTICE

Information pursuant to Regulation 36(3) of the SEBI Listing Regulations

Item No. 2 of the Notice relating to re-appointment of Dr. Mahesh M. Borase (DIN: 03330328), who retires by rotation.

Dr. Mahesh M. Borase, aged 56 years, holds PhD in Management, Post Graduate Degree in Financial Management and Bachelors in Textile Technology. With a blend of academia and 35 years of professional experience across leading Corporates and Management Institutes like Raymond, Ashok Leyland Finance, Cholamandalam Group and Welingkars Institute of Management Development, he has also contributed as Senior Management Consultant. Dr. Mahesh M. Borase is also a specialist in Corporate Services for effecting Business Revival & Turnaround and Financial Planning. Leveraging his academic qualifications, teaching background and corporate experience, Dr. Borase has developed training modules for working professionals in financial management. He has conducted workshops for various companies like Tata Motors, L&T, ION Exchange and Banks like Central Bank of India and Bank of India for Learning and Development of staff. Dr. Mahesh M. Borase has authored several Articles, Research Papers and is a recipient of State and National level awards.

In GTL Limited, he is Non – Executive / Non-Independent Director. He is a Member of Stakeholder Relationship Committee. He does not hold any shares of the Company either through himself or through his relatives. There is no inter-se relationship between him and other Board Members / Promoters.

Explanatory Statement pursuant to Regulation 36(5) of the SEBI Listing Regulations

Item No. 3 of the Notice relating to the reappointment of M/s GDA & Associates, Chartered Accountants (Firm Registration No.: 135780W) as Statutory Auditors of the Company

The Members at the Twenty-Ninth (29th) Annual General Meeting ("AGM") of the Company held on September 21, 2017, had approved the appointment of M/s. GDA & Associates, Chartered Accountants (Firm Registration No.: 135780W) as Statutory Auditors of the Company, to hold office for a term of 5 years from the conclusion of the Twenty-Ninth (29th) AGM till the conclusion of the Thirty-Fourth (34th) AGM. In terms of the provisions of Section 139 of the Companies Act, 2013, the Companies (Audit and Auditors) Rules, 2014, and other applicable provisions, M/s. GDA & Associates is eligible for reappointment for a further period of five years. Accordingly, after evaluating and considering industry experience, competency of the audit team, efficiency in conduct of audit, independence and other credentials, the Board of Directors of the Company, based on the recommendation of the Audit Committee, at its meeting held on August 9, 2022, has proposed the re-appointment of M/s. GDA & Associates, Chartered Accountants, as the Statutory Auditors of the Company for a 2nd term of five consecutive years from the conclusion of Thirty-Fourth (34th) AGM till the conclusion of Thirty-Ninth (39th) AGM of the Company.

The remuneration proposed to be paid to M/s. GDA & Associates for Statutory Audit and limited review services for the financial year ending March 31, 2023, is 40 Lakhs (Rupees Forty Lakhs) plus applicable taxes and out-of-pocket expenses, as in the last year and the same may be revised upto 55 lakhs (Rupees Fifty Five Lakhs) plus applicable taxes and out of pocket expenses for each year of the remaining tenure of their term by the Board based on the recommendation of the Audit Committee.

Besides the said audit services, the Company would also engage their services for obtaining certifications required by various statutory authorities, bodies, banks etc. and also for other permissible non-audit services as required from time to time, for which they will be remunerated separately on mutually agreed terms, as approved by the Board of Directors, based on the recommendation of the Audit Committee.

M/s. GDA & Associates established in 2013 by experienced Chartered Accountants engaged in Statutory Audit, Internal Audit, Internal Financial Control reviews, Tax Advisory and other related services, is registered with the Institute of Chartered Accountants of India (Firm Registration No. 135780W). The list of their clients includes both listed and unlisted corporate entities in the Telecommunication, NBFC, Hospitality, Real Estate and Packaging industry segments. They have the required competent team of professionals and infrastructure for providing the required services.

M/s. GDA & Associates have consented to their appointment as Statutory Auditors and have confirmed that if appointed, their appointment will be in accordance with Section 139 read with Section 141 of the Act. The Board commends the Ordinary Resolution set out at Item No. 3 of the Notice for approval by the Members. None of the Directors and Key Managerial Personnel of the Company or their relatives is, in any way, concerned or interested, financially or otherwise in the Resolution set out at Item No. 3 above of the Notice.

By Order of the Board of Directors

Place: Mumbai Deepak Keluskar Date: September 05, 2022 Company Secretary

Registered Office:

GTL Limited, 'Global Vision', Electronic Sadan No. II, M.I.D.C, T.T.C. Industrial Area, Mahape, Navi Mumbai 400710, Maharashtra, India. Tel: +91-22-27612929 Fax: +91-22-2768 9990 E-mail: gtlshares@gtllimited.com Website: www.gtllimited.com CIN: L40300MH1987PLC045657