GTL Ltd — Board/Management Information 2024

Nov 8, 2024

REF: GTL/CS-SE/2024-25/37 November 08, 2024

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

Dear Sir/s,

retire by rotation

Sub: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 - Postal Ballot Notice

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find attached the Postal Ballot Notice dated October 29, 2024 seeking approval of the members of the Company, by way of remote e-voting process for:

Brief particulars of the resolution

Resolution No. 1 Special Resolution: Appointment of Mr. Duraiswamy Sargurudas Gunasingh (DIN: 02081210) as a Non-Executive, Non-Independent Director of the Company, liable to retire by rotation Resolution No. 2 Special Resolution: Appointment of Mr. Navin Jethanand Kripalani (DIN: 05159768) as a Non-Executive, Non-Independent Director of the Company, liable to

Postal Ballot Notice is being sent only by electronic mode to those members whose names appear in the Register of Members / List of Beneficial Owners as on Friday, November 1, 2024 ("Cut-Off Date") as received from the Depositories and whose email addresses are registered with the Company/ Registrar and Share Transfer Agent / Depository Participant/ Depositories. Members who have not registered their email-addresses with the Company/ Registrar and Share Transfer Agent / Depository Participant/ Depositories are requested to do so by following the process mentioned in the Postal Ballot Notice dated October 29, 2024.

The Company has entered into an agreement with Central Depository Services (India) Limited ("CDSL") for facilitating the e-voting.

The e-voting facility will be available during the following period:

Commencement of remote e-voting - Sunday, November 10, 2024 at 9:00 a.m. (1ST). End of remote e-voting - Monday, December 9, 2024 at 5:00 p.m. (1ST).

Regd Off: Global Vision Electronic Sadan - II MIDC TTC Industrial Area Mahape Navi Mumbai - 400 710 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: +91-22-2271-5332

GTL LIMITED

-2-

The Company has appointed Mr. Virendra G. Bhatt, a Practicing Company Secretary, (Membership No. ACS1157, COP: 124) as the Scrutinizer for conducting the Postal Ballot through remote e-voting process in a fair and transparent manner.

A copy of the Postal Ballot Notice along with explanatory statement and remote e-voting instructions are available on the Company's website www.qtllimited.com and CDSL's website www.evotinaindia.com

Request you to please take the same on your records.

Thanking you,

Yours truly, For GTL Limited

Digitally signed by: DEEPAK ARUN KELUSKAR DN: CN = DEEPAK ARUN KELUSKAR C = IN O = Personal Date: 2024.11.08 14:52:32 + 05'30' DEEPAK ARUN KELUSKAR

Company Secretary Whole - time Director

Deepak A. Keluskar Sunil Valavalkar

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 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: +91-22-2271-5332

GTL LIMITED

Regd. Office: "Global Vision", Electronic Sadan-II, MIDC, TTC Indl. Area, Mahape, Navi Mumbai - 400 710, Maharashtra, India Tel: +91 22 2761 2929 E-mail: gtlshares@gtllimited.com | Website: www.gtllimited.com CIN: L40300MH1987PLC045657

POSTAL BALLOT NOTICE

To The Members,

Notice Pursuant to Section 110 of the Companies Act, 2013 and applicable Rules made thereunder

NOTICE is hereby given, pursuant to Section 110 and other applicable provisions, if any, of the Companies Act, 2013 (the "Act"), read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 (the "Rules") as amended from time to time, General Circular No. 14/ 2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020 read with other relevant circulars, including General Circular No. 09/2024 dated September 19, 2024, issued by the Ministry of Corporate Affairs (collectively the "MCA Circulars"), Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the "Listing Regulations") and Secretarial Standard on General Meetings ("SS-2") issued by the Institute of Company Secretaries of India, and other applicable laws, rules or regulations (including any statutory modification(s) or re-enactment(s)( thereof for the time being in force), that the resolutions seeking approval for 1) Appointment of Mr. Duraiswamy Sargurudas Gunasingh (DIN: 02081210) as Non-Executive Non-Independent Director of the Company and 2) Appointment of Mr. Navin Jethanand Kripalani (DIN: 05159768) as Non-Executive Non-Independent Director of the Company, are proposed to be passed by the Members of GTL Limited (hereinafter referred to as the "Company") by means of Postal Ballot only by voting through electronic means ("remote e-voting process").

The Explanatory Statement pertaining to the said resolutions setting out all material facts and the reasons thereof also appended to this Postal Ballot Notice.

The Company has appointed Mr. Virendra G. Bhatt, a Practicing Company Secretary, (Membership No. ACS1157, COP: 124) as the Scrutinizer for conducting the Postal Ballot through remote e-voting process in a fair and transparent manner.

In accordance with the MCA Circulars, this Postal Ballot Notice is being sent only by electronic mode to those members whose names appear in the Register of Members / List of Beneficial Owners as on Friday, November 1, 2024 ("Cut-Off Date") received from the Depositories and whose email addresses are registered with the Company/ Registrar and Share Transfer Agent / Depository Participant/ Depositories. Physical copies of Postal Ballot Notice along with Postal Ballot Forms and pre-paid Business Reply Envelops are not being sent to the Members for this Postal Ballot.

In terms of provisions of Sections 108 and 110 of the Act read with Rule 20 and Rule 22 of the Rules and other applicable provisions of the Act, Regulation 44 of Listing Regulations read with Section VI-C of the Securities and Exchange Board of India Master Circular bearing reference no. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023, the Company is providing the facility of remote e-voting to its Members. The Company has entered into an agreement with Central Depository Services (India) Limited ("CDSL") for facilitating the e-voting.

Members are requested to read the instructions in the Notes in this Postal Ballot Notice to cast their vote electronically.

The remote e-voting period commences from 9.00 a.m. (IST) on Sunday, November 10, 2024 and ends on 5.00 p.m. (IST) on Monday, December 9, 2024. The remote e-voting will be blocked by CDSL at 5.00 p.m. (IST) on Monday, December 9, 2024 and remote e-voting shall not be allowed beyond the said date and time.

The Scrutinizer will submit his report to the Chairman / the Whole-time Director / any person authorized by the Chairman upon completion of the scrutiny. The results of the remote e-voting will be announced on or before Wednesday, December 11, 2024. The results of the remote e-voting 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, besides being communicated to BSE Limited and National Stock Exchange of India Limited where the shares of the Company are listed for information of the Members.

SPECIAL BUSINESS:

Item No. 1. Appointment of Mr. Duraiswamy Sargurudas Gunasingh (DIN: 02081210) as Non-Executive Non-Independent Director of the Company

To consider and, if thought fit, to pass the following resolution as a Special Resolution:

RESOLVED that pursuant to the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors in their respective meetings held on September 13, 2024 and in accordance with the provisions of Section 152 and other applicable provisions if any, of the Companies Act, 2013 ("the Act") and the Companies (Appointment and Qualifications of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force); and Regulations 17(1A) and 17(C) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Duraiswamy Sargurudas Gunasingh (DIN: 02081210), who has attained the age of 75 years and who was appointed by the Board of Directors as an Additional Director (in the capacity of Non-Executive Non-Independent Director) on the Board of the Company with effect from September 16, 2024 and who holds office up to the date of next Annual General Meeting of the Company in terms of Section 161(1) of the Act and Article 130 of the Articles of Association of the Company and in respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the Act proposing his candidature for office of Director of the Company, be and is hereby appointed as a Director (in capacity of Non- Executive Non- Independent Director) of the Company, liable to retire by rotation.

RESOLVED further that the Board of Directors be and is hereby authorised to do all such acts, deeds, matters and things as may be considered necessary, proper or expedient to give effect to this resolution."

Item No. 2. Appointment of Mr. Navin Jethanand Kripalani (DIN: 05159768) as Non-Executive Non-Independent Director of the Company

To consider and, if thought fit, to pass the following resolution as a Special Resolution:

"RESOLVED that pursuant to the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors in their respective meetings held on September 13, 2024 and in accordance with the provisions of Section 152 and other applicable provisions if any, of the Companies Act, 2013 ("the Act") and the Companies (Appointment and Qualifications of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force); and Regulations 17(1A) and 17(C) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Navin Jethanand Kripalani (DIN: 05159768), who has attained the age of 75 years and who was appointed by the Board of Directors as an Additional Director (in the capacity of Non-Executive Non-Independent Director) on the Board of the Company with effect from September 16, 2024 and who holds office up to the date of next Annual General Meeting of the Company in terms of Section 161(1) of the Act and Article 130 of the Articles of Association of the Company and in respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the Act proposing his candidature for office of Director of the Company, be and is hereby appointed as a Director (in capacity of Non- Executive Non- Independent Director) of the Company, liable to retire by rotation.

RESOLVED further that the Board of Directors be and is hereby authorised to do all such acts, deeds, matters and things as may be considered necessary, proper or expedient to give effect to this resolution."

By Order of the Board of Directors For GTL Limited

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

NOTES:

1. The Explanatory statement as required under Sections 102 and 110 of the Companies Act, 2013 ((the "Act") setting out all material facts and reasons for the proposed resolutions, is appended hereto. In terms of Regulation 36 (3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) ("Listing Regulations"), the Company has also provided the required information in respect of item nos. 1 and 2 of the notice in Annexure – 1 and Annexure - 2 respectively.

Sd/- Place: Navi Mumbai Deepak A. Keluskar Date: October 29, 2024 Company Secretary Membership No.: A62222

• 1. Relevant documents referred to in this Postal Ballot Notice and the Explanatory Statement are open for inspection electronically up to the last date of remote e-voting. The Members seeking to inspect such documents can send an email to gtlshares@gtllimited.com.
• 1. Members would be able to cast their votes and convey their assent or dissent to the proposed resolutions only through the remote e-voting process. Members whose names appear on the Register of Members / List of Beneficiary Owners as on the Cut-Off Date will only be considered eligible for the purpose of remote e-voting. A person who becomes a Member after the Cut-Off Date should treat this notice for information purpose only.

Voting rights of a Member / Beneficial Owner shall be in proportion to his / her / its shareholding in the paid up equity share capital of the Company as on the Cut-Off Date.

1. The Resolution, if passed by requisite majority, will be deemed to have been passed on the last date of remote e-voting i.e. Monday December 9, 2024.

5. INSTRUCTIONS FOR SHAREHOLDERS FOR E-VOTING AS UNDER:

The voting period begins on Sunday, November 10, 2024 at 9.00 a.m. (IST) and ends on Monday, December 9, 2024 at 5.00 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 November 1, 2024 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

A) Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in Dematerialized mode.

In terms of SEBI Master Circular bearing reference no. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for e-Voting for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

Type of shareholders	Login Method
Individual Shareholders holdingsecurities in Demat mode withCDSL Depository	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/myeasitoken/home/login or visit www.cdslindia.com andclick on Login icon & select New System Myeasi.
	2)After successful login the Easi / Easiest user will be able to see the e-Voting option foreligible companies where the evoting is in progress as per the information providedby company. On clicking the evoting option, the user will be able to see e-Voting pageof the CDSL e-Voting service provider for casting his/her vote during the remotee-Voting period. Additionally, there are also links provided to access the system of alle-Voting Service Providers i.e. CDSL/NSDL/KARVY/LINKTIME, so that the user can visitthe e-Voting service providers' website directly.
	3)If the user is not registered for Easi/Easiest, option to register is available athttps://web.cdslindia.com/myeasitoken/Registration/EasiRegistration
	4)Alternatively, the user can directly access e-Voting page by providing Demat AccountNumber and PAN No. from a e-Voting link available on www.cdslindia.com home page.The system will authenticate the user by sending OTP on registered Mobile & Email asrecorded in the Demat Account. After successful authentication, user will be able tosee the e-Voting option where the e-voting is in progress and also able to directlyaccess the system of all e-Voting Service Providers.

Type of shareholders	Login Method
Individual Shareholders holdingsecurities in demat mode withNSDL Depository	1)If user is already registered for NSDL IDeAS facility, they mayvisit 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. Once thehome 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. You will haveto enter your User ID and Password. After successful authentication, you will be ableto see e-Voting services. Click on "Access to e-Voting" under e-Voting services and userwill be able to see e-Voting page. Click on company name or e-Voting service providername and user will be re-directed to e-Voting service provider website for castingvote during the remote e-Voting period.
	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 will haveto 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 redirectedto e-Voting service provider website for casting vote during the remote e-Votingperiod
Individual Shareholders (holdingsecuritiesindematmode)	User can also login using the login credentials of demat account through DepositoryParticipant registered with NSDL/CDSL for e-Voting facility. After Successful login, user
login through their DepositoryParticipants (DP)	will 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 user cansee e-Voting feature. Click on company name or e-Voting service provider name and userwill be redirected to e-Voting service provider website for casting vote during the remotee-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forgot User ID and Forgot 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
IndividualShareholdersholding	Members facing any technical issue in login can contact CDSL helpdesk by sending a
securities in Demat mode with CDSL	request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 21 09911
IndividualShareholdersholding	Members facing any technical issue in login can contact NSDL helpdesk by sending a
securities in Demat mode with NSDL	request at evoting@nsdl.co.in or call at +91 22 48867000 and +91 22 24997000

B. Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in Dematerialized mode.

Login method for remote e-Voting for Physical shareholders and shareholders other than individual holding in Demat form.

• a) 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. Shareholders 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 demat form and had logged on to<www.evotingindia.com> and voted on an earlier e-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 Physical shareholders and other than individual shareholders holding shares in Demat.
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both dematshareholders as well as physical shareholders)
	•Shareholders who have not updated their PAN with the Company/Depository Participant arerequested to use the sequence number sent by Company/RTA or contact Company/RTA
Dividend BankDetails OR	Enter the Dividend Bank Details or date of Birth (in dd/mm/yyyy format) as recorded in your demataccount or in the Company records in order to login.
Date of Birth(DOB)	If both the details are not recorded with the depository or company, please enter the member-id / folionumber in the Dividend Bank details field.

• 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 for "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.
• q) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.
• r) Additional Facility for Non Individual Shareholders and Custodians –For Remote E- Voting only.
  • • 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 will be mapped automatically & can be delink in case of any wrong mapping.
  • • It is Mandatory that, 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 mandatory 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 gtlshares@gtllimited.com, if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

C. PROCESS FOR SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

• i. 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 mail to Company/RTA email id.
• ii. Shareholders holding shares in Demat form Please update your email id & mobile no. with your respective Depository Participant (DP). Individual shareholders, please note your email id & mobile number is mandatory while e-Voting through Depository.

If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at toll free No. 1800 21 09911.

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 contact at toll free no. 1800 21 09911.

Member's also have the option of contacting the Company's Registrar & Share Transfer Agent, Bigshare Services Private Limited having office at Office No. S6-2, 6th Floor, Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri (East), Mumbai – 400093, Maharashtra, Tel No. +91-62638200 Extn. 221-222 Fax: +91-22-62638299, at their email-address investor@bigshareonline.com

• 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 Postal Ballot through remote e–voting process in a fair and transparent manner.
• 1. The results of remote e-voting will be declared by the Chairman or the whole-time Director or any person authorized by the Chairman on or before Wednesday, December 11, 2024. 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>, besides being communicated to BSE Limited and National Stock Exchange of India Limited where the shares of the Company are listed, for information of the Members.

Explanatory Statement Pursuant to Section 102 of the Companies Act, 2013 (the "Act") and applicable Rules made thereunder; and additional information as required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"); and Circulars issued thereunder.

Item nos. 1 & 2

The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, vide its Resolution dated September 13, 2024 appointed Mr. Duraiswamy Sargurudas Gunasingh (DIN: 02081210) and Mr. Navin Jethanand Kripalani (DIN: 05159768) as Additional Directors of the Company (in capacity of Non-Executive, Non-Independent Directors) w.e.f. September 16, 2024, on completion of their tenures as Independent Directors on September 15, 2024, pursuant to the provisions of Section 161(1) of the Act and Article 130 of the Articles of Association of the Company.

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. Further, as per Regulation 17(1A) of Listing Regulations, the Company has to take the approval of the members by way of special resolution for the appointment of Directors on attaining the age of 75 years. Accordingly, it is proposed to obtain the approval of the members for the appointments of Mr. D. S. Gunasingh and Mr. Navin Kripalani as Non-Executive Non-Independent Directors of the Company, liable to retire by rotation, by way of Postal Ballot.

Mr. D. S. Gunasingh and Mr. Navin Kripalani are qualified to be appointed as Directors in terms of Section 164 of the Act and have given their respective consent in writing to act as Directors of the Company. The Company has also received declarations from Mr. D. S. Gunasingh and Mr. Navin Kripalani to the effect that they have not been debarred or disqualified from being appointed or continuing as Directors of a company by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority. In the opinion of the Board, Mr. D. S. Gunasingh and Mr. Navin Kripalani fulfil the conditions specified in the Act and the Rules thereunder and the Listing Regulations for appointments as Directors.

The profile and specific areas of expertise of Mr. D. S. Gunasingh and Mr. Navin Kripalani are provided in Annexure - 1 & Annexure - 2 respectively forming part of this Postal Ballot Notice.

Taking into consideration Mr. D. S. Gunasingh's and Mr. Navin Kripalani's experience and past contributions as Independent Directors, the Board is of the opinion that their appointments as Non-Executive Non-Independent Directors would be in the best interests of the Company and its shareholders.

In terms of Section 160 of the Act, the Company has received respective notices in writing from Members proposing the candidatures of Mr. D. S. Gunasingh and Mr. Navin Kripalani to be appointed as Directors of the Company as per the relevant provisions of the Act.

Disclosure pursuant to the provisions of Regulation 36(3) of Listing Regulations and Secretarial Standard on General Meetings ("SS-2") issued by the Institute of Company Secretaries of India, is annexed hereto as Annexure - 1 & Annexure -2 respectively and forms part of this Postal Ballot Notice.

Copies of draft letters of Appointments are available for inspection by the Members electronically up to the last date of remote e-voting. The Members seeking to inspect the same can send an email to gtlshares@gtllimited.com.

The Board commends passing of the Special resolutions as set out in Item no. 1 and Item no. 2 of the accompanying Postal Ballot Notice. Except Mr. D. S. Gunasingh and Mr. Navin Kripalani, none of the Directors / Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the passing of these Resolutions.

By Order of the Board of Directors For GTL Limited

Sd/- Place: Navi Mumbai Deepak A. Keluskar Date: October 29, 2024 Company Secretary Membership No.: A62222

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 Postal Ballot Notice dated October 29, 2024

Annexure - 1

Sr. No.	Particulars	Mr. Duraiswamy Sargurudas Gunasingh
1.	DIN	02081210
2.	Age	75 years
3.	Qualifications	Graduate in Science and Law; and also Fellow Member of the Institute of CompanySecretaries of India.
4.	TermsandConditionsofAppointment	Liable to retire by Rotation
5.	Brief Resume / Experience /Nature of expertise in specificfunctional area	Mr. D. S. Gunasingh, has over 44 years of corporate experience in in the fields of secretarial,corporate governance, legal and taxation. He is graduate in Science and Law; and alsoFellow Member of the Institute of Company Secretaries of India. He in his career, has handledseveral professional assignments that include managing affairs of boards and shareholdersof large public listed companies, handling of issues for raising funds through equity anddebt instruments both in the domestic and international markets; merger, demergerand takeover of companies; establishment of globally recognized corporate governancepractices; legal representation before the Income-tax Appellate Tribunal and Company LawBoard and practice as Advocate.
6.	Remunerationlastdrawn(including Sitting Fees, if any)	` 13,00,000/- (Sitting Fees paid during April 1, 2024 to September 15, 2024 for attendingvarious Board, Committee and General Meetings as an Independent Director during suchperiod)
7.	Details of remuneration to bepaid, if any	Mr. D. S. Gunasingh shall be paid remuneration by way of;i)Sitting Fees as decided by the Board for attending meetings.ii)Commission that may be determined by the Board / General Meetings for eachfinancial year based on the performance of the Company; and his performance, subjectto availability of profits.iii)Reimbursement of expenses in discharge of his function as Director.

Sr. No.	Particulars	Mr. Duraiswamy Sargurudas Gunasingh
8.	Details of first appointment tothe Board	Mr. D. S. Gunasingh joined the Board as Independent Director on December 29, 2011. Afterthe expiry of his term as Independent Director, he is continuing his directorship as NonExecutive Non-Independent Director w.e.f. September 16, 2024.
9.	Shareholding in the Company	100 Equity Shares
10.	RelationshipwithotherDirectors / Manager/ KMPs	Mr. D. S. Gunasingh does not have any relationship either with the Directors or Manager orany other Key Managerial Personnel of the Company.
11.	No. of Meetings of the Boardattended during the year	Mr. D. S. Gunasingh has attended 5 (Five) Board meetings during the period from April 1,2024 till October 29, 2024.
12.	In case of Independent Directors,justification for choosing theappointee	Not Applicable
13.	Directorship / Membership /Chairmanship of Committees inother entities	NIL
14.	Listed entities from which theDirector has resigned in the pastthree years	NIL

Annexure - 2

Sr. No.	Particulars	Mr. Navin Jethanand Kripalani
1.	DIN	05159768
2.	Age	75 years
3.	Qualifications	Graduate in Science
4.	TermsandConditionsofAppointment	Liable to retire by Rotation
5.	Brief Resume / Experience /Nature of expertise in specificfunctional area	Mr. Navin Kripalani, is a science graduate. He has an extensive experience of over 46 years,out of which over 29 years were in operations and marketing. He held the position ManagingDirector in Kilobytes India Ltd. Also held the position of President of TiE, Pune Chapter.
6.	Remunerationlastdrawn(including Sitting Fees, if any)	` 12,00,000/- (Sitting Fees paid during April 1, 2024 to September 15, 2024 for attendingvarious Board, Committee and General Meetings as an Independent Director during suchperiod)
7.	Details of remuneration to bepaid, if any	Mr. Navin Kripalani shall be paid remuneration by way of;i)Sitting Fees as decided by the Board for attending meetings.ii)Commission that may be determined by the Board / General Meetings for eachfinancial year based on the performance of the Company; and his performance, subjectto availability of profits.iii)Reimbursement of expenses in discharge of his function as Director.
8.	Details of first appointment tothe Board	Mr. Navin Kripalani joined the Board as Independent Director on December 29, 2011. Afterthe expiry of his term of Independent Director, he is continuing his directorship as NonExecutive Non-Independent Director w.e.f. September 16, 2024.
9.	Shareholding in the Company	NIL
10.	RelationshipwithotherDirectors / Manager/ KMPs	Mr. Navin Kripalani does not have any relationship either with the Directors or Manager orany other Key Managerial Personnel of the Company.
11.	No. of Meetings of the Boardattended during the year	Mr. Navin Kripalani has attended 5 (Five) Board meetings during the period from April 1,2024 till October 29, 2024.
12.	In case of Independent Directors,justification for choosing theappointee	Not Applicable
13.	Directorship / Membership /Chairmanship of Committees inother entities	NIL
14.	Listed entities from which theDirector has resigned in the pastthree years	NIL