GTL Ltd — AGM Information 2023

Sep 4, 2023

Digitally signed by: DEEPAK DEEPAK ARUN KELUSKAR DN: CN = DEEPAK ARUN ARUN KELUSKAR email = DEEPSK2@GMAIL.COM C = IN O = Personal KELUSKAR Date: 2023.09.04 15:08:24 +05'30'

Digitally signed by: MILIND MILIND VASANT BAPAT DN: CN = MILIND VASANT VASANT BAPAT email = MILINDB@GTLLIMITED. COM C = IN O = Personal BAPAT Date: 2023.09.04 15:08:41 +05'30'

NOTICE OF AGM

NOTICE is hereby given that the Thirty-fifth (35[th] ) Annual General Meeting of the Members of GTL Limited will be held on Tuesday, September 26, 2023, at 11:00 A.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, 2023, together with the Reports of the Board of Directors and Auditors thereon.

2. To appoint a director in place of Mr. Sunil Sadanand Valavalkar (DIN: 01799698), who retires by rotation and being eligible, offers himself, for re-appointment.

Special Business

1. To consider and, if thought fit, to pass, with or without modification, the following resolution as an Ordinary Resolution:

2. “RESOLVED that pursuant to the provisions of Sections 196, 197, 203 of the Companies Act, 2013 (“the Act”) read with Schedule V to the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable provisions, if any, of the Act (including any modification or re-enactment thereof for the time being in force) and all other applicable guidelines on managerial remunerations issued by the Central Government from time to time and subject to necessary approvals, consent of the members be and is hereby accorded for re-appointment of Mr. Sunil Sadanand Valavalkar (DIN: 01799698) as a Wholetime Director of the Company, with effect from December 16, 2023 for a period of three years i.e. up to December 15, 2026, as recommended by the Nomination & Remuneration

Notes:

1. Pursuant to General Circular no. 10/2022 dated December 28, 2022 and other circulars issued by the Ministry of Corporate Affairs (“MCA”) and Circular No. SEBI/HO/CFD/ PoD-2/P/CIR/2023/4 dated January 5, 2023 and other circulars issued by the Securities and Exchange Board of India (“SEBI”), (hereinafter collectively referred to as “the Circulars”), the 35[th] Annual General Meeting (“AGM”) of the Company is being conducted through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”).

2. In terms of Regulation 36 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) (“Listing Regulations”), the Company has provided the required information and explanatory statement pursuant to Section 102(1) of the Companies Act (“the Act”), in respect of item no. 2 and 3 of the notice respectively.

3. Since the 35[th] 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.

Committee and approved by the Board of Directors, on the terms and conditions as set out in the Explanatory Statement annexed hereto, (including the remuneration to be paid in the event of loss or inadequacy of profits in any financial year during the tenure of his appointment).

RESOLVED FURTHER that the Board be and is hereby authorised to alter, vary and modify the said terms including salary, allowances, perquisites and designation in such manner as may be agreed to between the Board and Mr. Sunil Sadanand Valavalkar within and in accordance with and subject to the limits prescribed in Schedule V to the Act, and if necessary, as may be stipulated by the concerned authorities.

RESOLVED FURTHER that the Board be and is hereby authorized to execute all such documents, writings and agreements and to do all such acts, deeds, matters and things as may be considered necessary or expedient for giving effect to this resolution.”

By Order of the Board of Directors Place : Mumbai Deepak Keluskar Date : August 26, 2023 Company Secretary

Registered Office:

GTL Limited, ‘Global Vision’, Electronic Sadan No. II, MIDC, TTC 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

1. Pursuant to the 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 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 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.

2. 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

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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.

2. 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.

3. In line with the Circulars, the Annual Report for FY 202223 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, August 25, 2023 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.

4. The procedure for participating in the AGM through VC / OAVM is explained below in this Notice.

5. 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.

6. 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, 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 the 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-PoD1/P/CIR/2023/37 dated March 16, 2023.

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 October 1, 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 Registrar and Transfer Agents, 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.

2. 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.

3. The Company’s Equity Shares are listed on BSE and NSE. The Listing Fees for the FY 2023-24 in respect of equity shares of the Company have been paid.

4. The venue of the 35[th] AGM shall be deemed to be the Registered Office of the Company at “Global Vision”, Electronic Sadan No. II, MIDC, TTC Industrial Area, Mahape, Navi Mumbai-400710, Maharashtra, India.

5. 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.

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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 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 Saturday, September 23, 2023 at 09:00 A.M. (IST) and ends on Monday, September 25, 2023 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

Tuesday, September 19, 2023 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

SECURITIES IN DEMAT MODE
Type of shareholders		Login Method
Individual Shareholders holding securities in Demat mode withCDSL	1) 2) 3) 4)	Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasinew/home/loginor visitwww.cdslindia.comand click on Login icon and select New System Myeasi. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able 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 & voting during the course of the meeting. Additionally, there are also links provided to access 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’ website directly. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasinew/Registration/EasiRegistration Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available onwww.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the e-voting is in progress and also able to directly access the system of all e-Voting Service Providers.
Individual Shareholders holding securities in demat mode withNSDL	1)	If user is already registered for NSDL IDeAS facility, they may visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.comeither on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. User will have to enter User ID and Password. After successful authentication, user will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and user will be able to see e-Voting page. Click on company name or e-Voting service provider name and user will be re-directed to e-Voting service provider website for casting vote during the remote e-Voting period or joining virtual meeting & voting during the course of the meeting.

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Type of shareholders			Login Method
	2) 3)	If the user is not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 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. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. User will have 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 successful authentication, user will be redirected to NSDL Depository site wherein user can see e-Voting page. Click on company name or e-Voting service provider name and user will be redirected to e-Voting service provider website for casting vote during the remote e-Voting period or joining virtual meeting and voting during the course of the meeting.
Individual Shareholders (holding securities in demat mode) login through their Depository Participants	User can also login using the login credentials of demat account through Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, user will be able to see e-Voting option. Once user clicks on e-Voting option, user will be redirected to NSDL/CDSL Depository site after successful authentication, wherein user can see e-Voting feature. Click on company name or e-Voting service provider name and user will be redirected to e-Voting service provider website for casting vote during the remote e-Voting period or joining virtual meeting and voting during the course of the 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 abovementioned website.

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

Depository i.e. CDSL and NSDL
Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode withCDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no.: 1800 22 55 33
Individual Shareholders holding securities in Demat mode withNSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.co.in or call at +91 22 48867000 and +91 22 24997000

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

• (a) For CDSL: 16 digits beneficiary ID,

• (b) For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

• (c) 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.

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

If you are a first time user follow the steps given below:	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 / Depository Participant are requested to use the Sequence Number asprovided in the email,in the PAN field.
Dividend Bank Details OR Date of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded 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 enter the 16 digit member-id or folio number in the Dividend Bank details field as mentioned 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 are 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.

• 2) 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.

• 3) 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.

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• 4) Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.

• 5) Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

• 6) 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.

• 7) 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 Saturday, September 16, 2023 (09.00 A.M. IST) to Wednesday, September 20, 2023 (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.

• 8) 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.

• 9) 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.

• 2) Shareholders holdings shares in demat form - please provide Demat account details (CDSL16 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, 25[th] Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or by email to helpdesk.evoting@cdslindia.com or 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.

2. 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 the Wholetime Director or any person authorized by the Chairman.

3. 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.

4. 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 : August 26, 2023 Company Secretary

Registered Office:

GTL Limited, ‘Global Vision’, Electronic Sadan No. II, MIDC, TTC 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

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ANNEXURE TO THE NOTICE

Information pursuant to Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) in respect of Item No. 2 of the Notice relating to re-appointment of Mr. Sunil Sadanand Valavalkar (DIN: 01799698), who retires by rotation.

Mr. Sunil S. Valavalkar, aged 59 years, is a Commerce Graduate and holds a certificate in Marathi Journalism. He has over 37 years of work experience in Insurance, Banking and Private Sector. During his association with the Company, since December 2014 (in capacity of Whole-time Director), he has handled various assignments. With his long years of service and varied experience including as WTD, he has the required expertise to manage the affairs of the Company as WTD. Currently he also holds directorship in the All India Pickleball Association.

In GTL Limited, he is an Executive Director. He is a Member of Corporate Social Responsibility 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 or Promoters.

Explanatory Statement Pursuant to Section 102 of the Companies Act, 2013 (the “Act”) and applicable Rules made thereunder in respect of Item no. 3 of the Notice relating to re-appointment of Mr. Sunil Sadanand Valavalkar (DIN: 01799698) as a Whole-time Director of the Company, with effect from December 16, 2023 for a period of three years i.e. up to December 15, 2026.

Mr. Sunil S. Valavalkar is Whole-time Director of the Company since December 16, 2014. On the expiry of his second term on December 15, 2020, he was re-appointed as a Wholetime Director of the Company for a period of 3 years effective from December 16, 2020 to December 15, 2023. Since his present 3 years term would be expiring on December 15, 2023 and as per Regulation 17(1C) of Listing Regulations, a listed entity shall ensure that the approval of the members for the appointment of a person on the Board of Directors is taken at the next General Meeting or within a time period of three months from the date of appointment, whichever is earlier, with a view to comply with the said requirement, it is proposed to obtain the approval of the members for the appointment of Mr. Sunil S. Valavalkar in the ensuing Annual General Meeting (“AGM”), based on the recommendation of the Nomination & Remuneration Committee, and the approval of the Board of Directors in their meetings held on August 26, 2023, for the re-appointment of Mr. Sunil Valavalkar as a Whole-time Director for a further period of 3 years w.e.f. December 16, 2023, subject to necessary approvals, on such remuneration and perquisites as detailed below[$] . In terms of the loan documents executed by the Company with the lenders, the Company has made an application to the lenders for their consent for the re-appointment and remuneration of Mr. Sunil Valavalkar. Based on the response of lenders,

the Company shall take appropriate action to fulfil the requirement.

The Company has received a Notice from a Member in writing under Section 160(1) of the Act proposing Mr. Sunil Valavakar’s candidature for the office of Director. Mr. Valavalkar, is qualified to be appointed as Director in terms of Section 164 of the Act and has given his consent in writing to act as Director of the Company along with necessary disclosures. The Company has also received declaration from Mr. Valavalkar to the effect that he has not been debarred or disqualified from being appointed or continuing as Director of a company by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority.

$ The salient features of the terms and conditions of appointment of Mr. Sunil S. Valavalkar are as follows:

1. Period: The appointment is effective from December 16, 2023 for a period of three years i.e. up to December 15, 2026.

2. Remuneration: (a) Salary192,157/p.m. ( 23,05,884/- p.a.), with annual increment as may be decided by the Board and / or Nomination & Remuneration Committee, subject to a maximum of 2,50,000/- p.m. ( 30,00,000/- p.a.) (b) Leave- As per Company Rules, (c) Bonus / Commission/ Incentives – As may be decided by the Board and / or Nomination & Remuneration Committee, based on Company’s Policy (d) Perquisites and Allowances – The Company’s contribution to Provident Fund and Superannuation Fund or Annuity Fund to the extent these either singly or together are not taxable under the Income-tax Act, 1961, Gratuity payable as per the rules of the Company and Encashment of leave at the end of the tenure shall not be included in the computation of limits for the remuneration as per Schedule V of the Act.

3. Modification in terms: The terms and conditions of appointment as may be agreed to between the Board and / or Nomination & Remuneration Committee and the appointee, subject to the conditions laid down in Schedule V of the Act and such approvals as may be required, be altered and varied from time to time by the Board and /or Nomination & Remuneration Committee as it may, in its discretion deem fit.

4. Termination: The agreement may be terminated by either party by giving three months’ notice or the Company paying three months’ remuneration in lieu of the notice.

5. Inspection: The draft Agreement to be entered into between the Company and the appointee is open for inspection by the members up to the date of AGM. The request for the same may be sent to gtlshares@gtllimited.com

In terms of sub – clause (iv) of the proviso to Sub-paragraph B of Paragraph (1) of section II of Part II of Schedule V to the Act, the required information is furnished as below:

102 GTL Limited

NOTICE OF AGM

I. General Information

1. Nature of Industry: GTL Limited (“GTL” or “the Company”) is a Network Services Company focused on Telecom.

2. Date or expected date of commencement of commercial production: GTL is an existing Company and carrying on business for last about 35 years

3. In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus: Not Applicable

4. Financial Performance based on given indicators:

` in Crores

			`in Crores
Particulars	March 31, 2023	March 31, 2022	March 31, 2021
Share Capital Equity	157.30	157.30	157.30
Other Equity	(6,389.28)	(6,446.37)	(6,877.87)
Total Income	192.01	198.36	255.98
Proft Before exceptional item and Tax	(43.22)	(17.78)	67.24
Exceptional Item	100.43	449.65	Nil
Profit Before Tax	57.21	431.87	67.24
Profit After Tax	57.21	431.87	67.24

1. Foreign Investment or collaborators, if any: Not Applicable

II. Information about the Appointee

Mr. Sunil S. Valavalkar, aged 59 years, is a Commerce Graduate and holds a certificate in Marathi Journalism. He has over 37 years of work experience in Insurance, Banking and Private Sector. During his association with the Company, since December 2014 (in capacity of Whole-time Director), he has handled various assignments. Currently he also holds directorship in the All India Pickleball Association. In GTL Limited, he is an Executive Director. He is also a Member of Corporate Social Responsibility Committee. Mr. Valavalkar has been regular in attending and participating in the Board and Committee Meetings of the Company. In the FY 2022-23, he has attended all the 9 Board Meetings.

1. Past Remuneration: ` 23.05 Lakhs per annum.

2. Recognition or awards: None.

3. Job profile and his suitability: As Whole-time Director and Member of some of the Committees for about 9 years, he has handled various assignments. With that experience coupled with his past experience mostly in the insurance and finance sector, he has expertise in managing the affairs of the Company.

4. Remuneration proposed: Details of the remuneration proposed to be paid to Mr. Valavalkar for the period of his appointment is set out above.

5. Comparative remuneration profile with respect to industry, size of the Company, profile of the position and person (in case of expatriates the relevant details would be w.r.t. the country of his origin):

As the nature of business of the Company is in the unorganised sector, there is not much comparison available in the market. However, as per details furnished by some of the telecom infrastructure companies during last three years under Section 197(12) of the Act in their respective Annual Reports, the managerial remuneration paid to Executive Director or Whole-time Director or CEO or COO is ranging anywhere between ` ₹2 - ₹8 Cr. per annum.

1. Pecuniary relationship directly or indirectly with the company or relationship with the managerial personnel or other director, if any.

Mr. Valavalkar does not have any pecuniary relationship, directly or indirectly with the Company or with any key managerial personnel or other Directors of the Company nor does he has any direct or indirect interest in the Equity Share capital of the Company besides the remuneration set out above

III. Other Information

1. Reasons of loss or inadequate profits:

The Company got admitted into Corporate Debt Restructure (“CDR”) mechanism w.e.f July 1, 2011 on account of the adverse circumstances surrounding the telecom and power sectors. Post admission into CDR, the developments such as the cancellation of 122 Nos. of 2G licenses by the Supreme Court of India, cancellation of 20,000 tenancies by Aircel Group (from whom the GTL Group purchased 17,500 telecom towers in 2010 with 20,000 additional tenancy commitments), suspension of fixed line contract by BSNL, cancellation of MSEDCL contract, exit / consolidation of Operators, stiff competition, upholding of DoT’s contention on AGR by the Hon’ble Supreme Court (“SC”), debt burden of Operators etc. made it difficult for the Company to adhere to the CDR Plan resulting in overall setback for the business operations, cash loss and erosion of net worth.

2. Steps taken or proposed to be taken for improvement:

The above developments, while on the one hand resulted in over all set back to the business operations, cash losses, erosion of networth, deterioration of valuation of assets and litigation to the Company, on the other hand made it difficult for the lenders to accept the deterioration

35[th] Annual Report 2022-23 103

NOTICE OF AGM

in the value of assets of the Company and the settlement proposal based on such reduced valuation. However, the Company continued its settlement efforts, all the time. While the Company continued its efforts to arrive at a settlement, based on the Circulars dated February 2018 / June 2019 of RBI, the lenders issued notices for recall of their loans,taking possession of secured assets, invoked / sold the shares pledged by the Company and Promoter and filed application before Debt Recovery Tribunal (“DRT”) / National Company Law Tribunal (“NCLT”). In view of these developments, the settlement of the dues of the lenders through negotiated settlement got delayed. In the meanwhile, in the matter of application filed by one of the lenders to initiate Corporate Insolvency Resolution Process (“CIRP”) proceedings before NCLT, the NCLT vide its order dated November 18, 2022 dismissed the said petition. The said matter is now pending before the National Company Law Appellate Tribunal (“NCLAT”), on appeal by the said lender. Accordingly, the Management is of the view that it would be in a position to revive the Company and continue its operations, based on the decision of NCLAT / Lenders.

3. Expected increase in productivity and profits in measurable terms:

In view of the above developments and consequent inability to infuse capital in the business, it is not possible to estimate the increase in productivity and profits in measurable terms, till the Company is revived based on the decision of the NCLAT / Lenders.

IV. Disclosures

The shareholders of the Company have been informed of the proposed remuneration package of Mr. Sunil S. Valavalkar in this explanatory statement.

Disclosure on all elements of remuneration package of all the Directors of the Company including WTD have been made in the Corporate Governance Report forming part of the Annual Report for FY 2022-23.

The Board commends passing of the resolution at Item No. 3 of the accompanying Notice for approval of the Members.

Except Mr. Sunil S. Valavalkar, none of the Directors and Key Managerial Personnel of the Company or their relatives is, in anyway, 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 : August 26, 2023 Company Secretary

Registered Office:

GTL Limited, ‘Global Vision’, Electronic Sadan No. II, MIDC, TTC 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

104 GTL Limited