GTL Ltd — Audit Report / Information 2023

May 30, 2023

REF: GTL/CS-SE/2023-24/017

May 30, 2023

Department of Corporate Services	Corporate Communication Department
BSE Limited	National Stock Exchange of India Ltd.
Phiroze Jeejeebhoy Towers,	Exchange Plaza, 5th Floor,
25th Floor, Dalal Street,	Plot No. C/1, G
Fort, Mumbai 400 001.	Bandra Kurla Complex,
	Bandra (East), Mumbai 400 051.
(BSE Code: 500160 NSE Symbol: GTL ISIN: INE043A01012)

Dear Sir/s,

Sub: Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Secretarial Compliance Report for the Financial Year ended March 31, 2023

In terms of Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we forward herewith a copy of Secretarial Compliance Report issued by Mr. Virendra Bhatt, Practicing Company Secretary for the financial year ended March 31, 2023.

We request you to take the same on your records.

Thanking you,

Yours faithfully For GTL Limited

Digitally signed by: DEEPAK ARUN KELUSKAR DN: CN = DEEPAK ARUN KELUSKAR email = DEEPSK2@GMAIL.COM C = IN O = Personal Date: 2023.05.30 13:39:36 +05'30' DEEPAK ARUN KELUSKAR

Deepak A. Keluskar Company Secretary & Compliance Officer

Encl. as above.

Digitally signed by: SUNIL SADANAND VALAVALKAR DN: CN = SUNIL SADANAND VALAVALKAR C = IN O = Personal Date: 2023.05.30 13:40:13 + 05'30' SUNIL SADANAND VALAVALKAR

Sunil S. Valavalkar Whole-time Director

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

GTL LIMITED Corp Off: 412 Janmabhoomi Chambers 29 Walchand Hirachand Marg Ballard Estate Mumbai - 400 001 India Tel: +91-22-2271 5000 Fax: +91-22-2271 5332

Virendra Bhatt

Company Secretary

Office :

Office No.: 03, A Wing, 9th Floor, Pinnacle Corporate Park, BKC CST Link Rd., MMRDA Area, Bandra Kurla Complex, Bandra East, Mumbai - 400 051 Tel.: 022 - 2652 9367 / 68 Mobile No.: +91 98200 48670 Email : bhattvirendra1945@yahoo.co.in

SECRETARIAL COMPLIANCE REPORT OF GTL LIMITED FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2023

I have conducted the review of the compliance of the applicable statutory provisions and the adherence to good corporate practices by GTL Limited (hereinafter referred as "the listed entity"), having its Registered Office at Global Vision, Electronic Sadan No.: II, MIDC, TTC Industrial Area, Mahape, Navi Mumbai - 400710, Maharashtra, India. Secretarial Review was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing my opinion thereon.

Based on my verification of the listed entity's minutes books, forms and returns filed and other relevant records maintained by the listed entity and also the information provided by the listed entity, its officers and authorized representatives during the conduct of Secretarial Review, I hereby report that in my opinion, the listed entity has, during the review period covering the financial year ended on 31st March, 2023, prima facie complied with the statutory provisions listed hereunder and also that the listed entity has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I, Virendra G. Bhatt, Practicing Company Secretary, have examined:

• (a) the documents and records made available to me and explanation provided by the listed entity,
• (b) the filings / submissions made by the listed entity to the stock exchanges,
• (c) website of the listed entity, and
• (d) any other documents / filings, as may be relevant, which has been relied upon to make this certification,

for the financial year ended 31st March, 2023 ("Review Period") in respect of compliance with the provisions of:

• (a) The Securities and Exchange Board of India Act, 1992 ("SEBI Act") and the Regulations, Circulars, Guidelines issued thereunder; and
• (b) The Securities Contracts (Regulation) Act, 1956 ("SCRA"), rules made thereunder and the Regulations, Circulars, Guidelines issued thereunder by the Securities and Exchange Board of India ("SEBI");

The specific Regulations, whose provisions and the Circulars / Guidelines issued thereunder, have been examined, include:-

• (a) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;
• (b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 - (Not Applicable during the Review Period);
• (c) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
• (d) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 - (Not applicable during the Review Period);
• (e) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 - (Not applicable during the Review Period);
• (f) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 - (Not applicable during the Review Period);
• (g) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
• (h) The Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018;
• (i) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client - (Not applicable during the Review Period);

and based on the above examination, I hereby report that, during the Review Period:

I. (a) (**) The Listed Entity has prima facie complied with the applicable provisions of the above Regulations and circulars / guidelines issued thereunder, except in respect of the matters specified below:

Sr.	Compliance	Regulati	Deviatio	Action	Type	Details	Fine Amount	Observations / Remarks of	Management Response	Remar
No.	Requirement	/on	ns	Taken	of	of		thePracticingCompany		ks
	(Regulations	Circular		by	Action	Violation		Secretary
	/ circulars /	No.
	guidelines
	including
	specific
	clause)
1.	Appointment	Regulati	Non	BSE	Fine	Non	partForof	withdrawalUpon	of The default has occurred on -
	of minimum	on	fulfilmen	Limite	impose	funmen	quarterend		nomination of Shri. Venkata account of i) withdrawal of
	Six Directors 17(1)(c)		tof	d	ond	oft	September, 2022	Apparao Maradani by lead	nominee by the Lead Bank
	under	of	require	("BSE"	the	require	- Rs. 3, 42, 200/-each by BSE and	thelender,minimum	andnon-fulfilment of the
	Regulation	Listing	ment	and)	Com pa	ment	NSE.	number of directors got	vacancy arising from such
	17(1)(c)of	Regulati	w.r.t.	Nation	ny by w.r.t.			reduced from six to five on	withdrawal; and ii) keeping
	theSEBI	ons.	Minimu	al	BSE	Minimu	Forpartof	04th May, 2022 and fell	the Company in suspense over
	(Listing		m	Stock	and	m	quarterend	belowtheminimum	the filling up of the vacancy by
	Obligations		number	Exchan	NSE	number	December,2022	threshold prescribed under	not replying to the Company's
	and		ofSix	ofge		ofSix	_ Rs. 3,18,600/-	Regulation17(1).(c)	of communication.
	Disclosure		Director	India		Director	each by BSE and	Listing Regulations.
	Requirement		s on the	Limite		s on the	NSE.		After waiting for the response
	s)		Board	d		Board		waitingthe ofAfterfor	thetheleadlender,
	Regulations,		from	("NSE"		from		response of lead lender, the	appointedCompanyMrs.
	2015.		05th	).		05th		theCompanyfilledin	PawarasanSanjana
	("Listing		May,			May,		vacancy of Nominee Director	Independent Director on 24th
	Regulations")		2022 to			2022 to		on 24th November, 2022 and	November,2022and
			23rd			23rd		complied with Regulation	complied with the Regulation

Novemb	Novemb	17(1)(c).	17(1)(c).
er, 2022.	er, 2022.
		Both BSE and NSE have	Havingfulfilledthe
		ofleviedFineaRs.	of Regulationrequirement
		6,60,800/- each.	17(1)(c), in terms of "Policy
			forof Fines"Exemption
			The Company's application formulated by the BSE and
			for waiver of fine dated 02nd NSE, the Company filed its
		December, 2022 has been application	dated02nd
		heard on 02nd March, 2023 December,	for2022
			and the order of BSE and condoning the delay and
		NSE on the same is awaited.	waiver of the fine.
			The matter was heard on 02nd
			March, 2023. However, the
			order of BSE and NSE on the
			same is awaited.

(b) The listed entity has taken the following actions to comply with the observations made in previous reports:

Sr.No.	Compliance Requirement(Regulations / circulars /includingguidelinesspecific clause)	Regulation/CircularNo.	Deviations	ActionTakenby	TypeofAction	Details ofViolation	FineAmount	/ObservationsofRemarksthePracticingCompanySecretary	ManagementResponse	Remarks
-	-	-	-	-	-	-	-	-	-	_

II. Compliances related to resignation of statutory auditors from listed entities and their material subsidiaries as per SERI Circular CIR/CFD/CMD1/114/2019 dated 18th October, 2019:

Particulars	Compliancestatus(Yes/ No / NA)	Observations/Remarksby PCS
Compliances with the following conditions while appointing / re-appointing1.an auditor
If the auditor has resigned within 45 days froma.the end of a quarter of a financial year, theauditor before such resignation, has issued thelimited review / audit report for such quarter;or	N.A.
If the auditor has resigned after 45 days fromb.the end of a quarter of a financial year, theauditor before such resignation, has issued thelimited review / audit report for such quarteras well as the next quarter; or	N.A.	There is noinstance ofresignationof Auditor.
If the auditor has signed the limited review /c.audit report for the first three quarters of aauditoryear,thebeforesuchfinancialresignation, has issued the limited review /reportauditthelast quarter of suchforfinancial year as well as the audit report forsuch financial year.	N.A.
i.the Audit Committee:
anywithcaseconcerna.ofInsubsidiaryasnon-availabilitysuch/theinformationnon-cooperationby	.7./	B,,,---:,,HA,,>:\
		Other conditions relating to resignation of statutory auditorReporting of concerns by Auditor with respectto the listed entity / its material subsidiary tothemanagement of the listed entity / materialof

	managementhashamperedthewhichaudit process, the auditor has approachedthe Chairman of the Audit Committee ofthe listed entity and the Audit Committeeshall receive such concern directly andimmediately without specifically waitingthequarterlyforAuditCommitteemeetings.	N.A.	There is noinstance of
	In case the auditor proposes to resign, allb.concerns with respect to the proposedresignation,relevantalongwithdocuments has been brought to the noticeof the Audit Committee. In cases where the		resignationof Auditor.
	proposed resignation is due to non-receipt/ explanationof informationthefromCompany, the auditor has informed theAudit Committee the details of information/ explanation sought and not provided bythe management, as applicable.	N.A.
	The Audit Committee / Board of Directors,c.as the case may be, deliberated on thematter on receipt of such information fromthe auditor relating to the proposal toasmentionedandresignabovecommunicate its views to the managementand the auditor.	N.A.
	non-receiptDisclaimercaseinofofii.information:
	The auditor has provided an appropriatedisclaimer in its audit report, which is inaccordance with the Standards of Auditingas specified by ICAI / NFRA, in case wherethe listed entity / its material subsidiary hasnot provided information as required by theauditor.	N.A.
3.	The listed entity / its material subsidiary hastheobtainedinformationAuditoruponfromresignation, in the format as specified in Annexure-	N.A.	There is noinstance ofresignation

A in SEBI Circular CIR/CFD/CMD1/114/2019 dated	of Auditor.
18th October, 2019.

III. I hereby report that, during the Review Period the compliance status of the Listed Entity is appended as below:

Sr.No.	Particulars	Compliancestatus (Yes/ No / NA)	Observations/ Remarksby PCS
1	Secretarial Standards:entityarecompliancesthelistedTheofintheaccordancewithapplicableSecretarialStandards (SS) issued by the Institute of CompanySecretaries India (ICSI), as notified by the Centralunder118(10)GovernmenttheSectionofCompanies Act, 2013 and mandatorily applicable.	Yes	N.A.
2	Adoption and timely updation of the Policies:•All applicable policies under SEBI Regulationsare adopted with the approval of board ofdirectors of the listed entity.	Yes	N.A.
	•All the policies are in conformity with SEBIRegulations and have been reviewed & timelyupdated as per the regulations / circulars /guidelines issued by SEBI.	Yes	N.A.
3	Maintenance and disclosures on Website:• The Listed entity is maintaining a functionalwebsite.	Yes	N.A.
	• Timely/disseminationthedocumentsofinformation under a separate section on thewebsite.	Yes	N.A.
	• Web-linkscorporateannualprovidedingovernance reports under Regulation 27(2)are accurate and specific which re-directs tothe relevant document(s) / section of thewebsite.	Yes	N.A.

4	Disqualification of Director:
	theDirectorsthelistedentityNoneofofisdisqualified under Section 164 of the CompaniesAct, 2013 as confirmed by listed entity.	Yes	N.A.
5	Details related to Subsidiaries of listed entityhave been examined w.r.t.:subsidiary(a) IdentificationmaterialofCompanies.(b) Requirements with respect to disclosure ofmaterial as well as other subsidiaries.	N.A.N.A.	TheCompanydoes nothave anysubsidiaryCompany.
6	Preservation of Documents:The listed entity is preserving and maintainingrecords as prescribed under SEBI Regulations anddisposal of records as per Policy of Preservation ofDocuments and Archival policy prescribed underSEBI LODR Regulations, 2015.	Yes	N.A.
7	Performance Evaluation:entityperformancelistedhasconductedTheevaluation of the Board, Independent Directors andthe Committees at the start of every financial year /during the financial year as prescribed in SEBIRegulations.	Yes	N.A.
8	Related Party Transactions:(a) The listed entity has obtained prior approval ofrelatedpartyAuditCommitteeforalltransactions; or(b) The listed entity has provided detailed reasonswhethertheconfirmationalongwithtransactions were subsequently approved /ratified / rejected by the Audit committee, in	N.A.N.A.	TheCompany hasnot enteredinto anyrelated partytransactionswhichrequiresAuditCommittee
	case no prior approval has been obtained.		approval.

9	Disclosure of events or informatign:
	The listed entity has provided all the requiredunderdisclosure(s)Regulation30alongwithSchedule III of SEBI LODR Regulations, 2015 withinthe time limits prescribed thereunder.	Yes	N.A.
10	Prohibition of Insider Trading:
	The listed entity is in compliance with Regulation3(5) & 3(6) of the SEBI (Prohibition of InsiderTrading) Regulations, 2015.	Yes	N.A.
11	Actions taken by SEBI or Stock Exchange(s), if
	any:No Action(s) has been taken against the listedentity / its promoters / directors / subsidiarieseither by SEBI or by Stock Exchanges (includingunder the Standard Operating Procedures issued bythroughvariouscirculars)underSEBISEBI/andcircularsguidelinesissuedRegulationsthereunder except asunder separateprovidedparagraph herein (").	No	Please refertable givenunder Sr. No.I. (a)(**)
12	Additional Non-compliances. if any:
	No additional non-compliance observed for anySEBI regulation / circular / guidance note etc.	Yes	N.A.

Assumptions & Limitation of scope and Review:

• 1. The Compliance of the applicable laws and ensuring the authenticity of documents and information furnished, are the responsibilities of the management of the listed entity.
• 1. My responsibility is to report based upon my examination of relevant documents and information. This is neither an audit nor an expression of opinion.
• 1. I have not verified the correctness and appropriateness of financial Records and L). Books of Accounts of the listed entity.

\*

MUMBAt

/4O /1/ 4. This Report is solely for the intended purpose of compliance in terms of Regulation 24A (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and is neither an assurance as to the future viability of the listed entity nor of the efficacy or effectiveness with which the management has conducted the affairs of the listed entity. G 13

Date: 29th May, 2023 Place: Mumbai

Virendra G. Bhatt Practicing Company Secretary ACS No.: 1157 / COP No.: 124 Peer Review Cert. No.: 1439/2021

MI in

<NK

UDIN: A001157E000409070