GTL Ltd — Proxy Solicitation & Information Statement 2023

Apr 12, 2023

REF: GTL/CS-SE/2023-24/05

April 12, 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 Block,
Fort, Mumbai 400 001.	Bandra Kurla Complex,
	Bandra (East), Mumbai 400 051.
(BSE Code: 500160 NSE Symbol: GTL ISIN: INE043A01012)

Dear Sir/s,

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 April 01, 2023 seeking approval of the members of the Company, by way of remote e-voting process for:

Brief particulars of the resolution

Ordinary Resolution: Appointment of Mrs. Siddhi Mandar Thakur (DIN: 07142250) as a Non-Executive, Non-Independent Director of the Company

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, April 7, 2023 ("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 emailaddresses 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 April 01, 2023.

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, April 16, 2023 at 9:00 a.m. (1ST).
End of remote e-voting	- Monday, May 15, 2023 at 5:00 p.m. (1ST).

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

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.evotinqindia.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 email = DEEPSK2@GMAIL.COM C = IN O = Personal Date: 2023.04.12 14:59:39 +05'30' DEEPAK ARUN KELUSKAR

Deepak A. Keluskar Company Secretary & Compliance Officer

Digitally signed by: MILIND VASANT BAPAT DN: CN = MILIND VASANT BAPAT email = MILINDB@GTLLIMITED.COM C = IN O = Personal Date: 2023.04.12 15:00:17 + 05'30' MILIND VASANT BAPAT

Milind Bapat Chief Financial Officer

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

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. 3/2022 dated May 5, 2022 and General Circular No. 11/2022 dated December 28, 2022 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, that the resolution seeking approval for appointment of Mrs. Siddhi Mandar Thakur (DIN: 07142250) as Non – Executive, Non-Independent Director of the Company is 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 resolution 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, April 7, 2023 ("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 Regulation 44 of Listing Regulations and provisions of Sections 108 and 110 of the Act, read with the Rule 20 and Rule 22 of the Rules and other applicable provisions, if any, 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, April 16, 2023 and ends on 5.00 p.m. (IST) on Monday, May 15, 2023. The remote e-voting will be blocked by CDSL at 5.00 p.m. (IST) on Monday, May 15, 2023 and remote e-voting shall not be allowed beyond the said date and time.

The Scrutinizer will submit his report to the Chairman or the Whole-time Director or 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, May 17, 2023. 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:

Appointment of Mrs. Siddhi Mandar Thakur (DIN: 07142250) as a Non-Executive, Non-Independent Director of the Company

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

"RESOLVED that in accordance with provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013 (the "Act") and the Companies (Appointment and Qualification of Directors) Rules, 2014 and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) ("Listing Regulations"), Mrs. Siddhi Mandar Thakur (DIN: 07142250), 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 April 01, 2023, based on the recommendation of Nomination and remuneration Committee and who holds office upto date of next Annual General Meeting of the Company in terms of Section 161(1) of the Act and Article 130 of Articles of Association of the Company; and in respect of whom the Company has received notice in writing from a member under Section 160(1) of the Act proposing her candidature for the office of Director of the Company for fulfilling the requirement stipulated under Regulation 17(1C) of Listing Regulations, 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

Sd/- Place: Navi Mumbai Deepak A. Keluskar Date: April 01, 2023 Company Secretary Membership No.: A62222

NOTES:

• 1. The Explanatory statement as required under Sections 102 and 110 of the Act, setting out all material facts and reasons for the proposed resolution is appended hereto.
• 1. 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, April 07, 2023 ("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.
• 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 resolution 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.

6. INSTRUCTIONS FOR SHAREHOLDERS VOTING ELECTRONICALLY:

(i) The voting period begins on Sunday, April 16, 2023 at 9.00 a.m. (IST) and ends on Monday, May 15, 2023 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 Friday, April 07, 2023 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(ii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020, under Regulation 44 of Listing Regulations, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders' resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, SEBI has stipulated that e-voting be enabled to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

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

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, 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.

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 throughtheir existing user id and password. Option will be made available to reache-Voting page without any further authentication. The users to login to Easi/ Easiest are requested to visit CDSL website www.cdslindia.com and click onlogin icon & New System Myeasi Tab.
	2)	After successful login the Easi / Easiest user will be able to see the e-Votingoption for eligible companies where the evoting is in progress as per theinformation provided by company. On clicking the evoting option, the userwill be able to see e-Voting page of the e-Voting service provider for castingyour vote during the remote e-Voting period. Additionally, there is also linksprovided to access the system of all e-Voting Service Providers, so that theuser can visit the e-Voting service providers' website directly.
	3)	If the user is not registered for Easi/Easiest, option to register is available atCDSL website www.cdslindia.com and click on login & New System MyeasiTab and then click on registration option.
	4)	Alternatively, the user can directly access e-Voting page by providingDemat Account Number and PAN No. from a e-Voting link available onwww.cdslindia.com home page. The system will authenticate the user bysending OTP on registered Mobile & Email as recorded in the Demat Account.After successful authentication, user will be able to see the e-Voting optionwhere the evoting is in progress and also able to directly access the system ofall e-Voting Service Providers.

Pursuant to abovesaid SEBI Circular, 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 withNSDL Depository	1)If you are already registered for NSDL IDeAS facility, please visit thee-Services website of NSDL. Open web browser by typing the following URL:https://eservices.nsdl.com either on a Personal Computer or on a mobile.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 screenwill open. You will have to enter your User ID and Password. After successfulauthentication, you will be able to see e-Voting services. Click on "Access toe-Voting" under e-Voting services and you will be able to see e-Voting page.Click on company name or e-Voting service provider name and you will bere-directed to e-Voting service provider website for casting your vote duringthe 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 clickat https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
	3)Visit the e-Voting website of NSDL. Open web browser by typing the followingURL: https://www.evoting.nsdl.com/ either on a Personal Computer or on amobile. Once the home page of e-Voting system is launched, click on the icon"Login" which is available under 'Shareholder/Member' section. A new screenwill open. You will have to enter your User ID (i.e. your sixteen digit demataccount number held with NSDL), Password/OTP and a Verification Code asshown on the screen. After successful authentication, you will be redirectedto NSDL Depository site wherein you can see e-Voting page. Click oncompany name or e-Voting service provider name and you will be redirectedto e-Voting service provider website for casting your vote during the remotee-Voting period.
Individual Shareholders (holdingsecuritiesindematmode)login through their DepositoryParticipants (DP)	You can also login using the login credentials of your demat account throughyour Depository Participant registered with NSDL/CDSL for e-Voting facility. AfterSuccessful login, you will be able to see e-Voting option. Once you click on e-Votingoption, you will be redirected to NSDL/CDSL Depository site after successfulauthentication, wherein you can see e-Voting feature. Click on company nameor e-Voting service provider name and you will be redirected to e-Voting service
	provider website for casting your vote during the remote e-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
Individual Shareholders holding	Members facing any technical issue in login can contact CDSL helpdesk by
securities in Demat mode with	sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no.
CDSL	1800 22 55 33
Individual Shareholders holding	Members facing any technical issue in login can contact NSDL helpdesk by sending
securities in Demat mode with	a request at evoting@nsdl.co.in or call at 022 - 4886 7000 and 022 - 24997000
NSDL

1. Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and nonindividual 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 bothdemat shareholders as well as physical shareholders)
	•ShareholderswhohavenotupdatedtheirPANwiththeCompany/DepositoryParticipantarerequested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend	Enter the Dividend Bank Details or date of Birth (in dd/mm/yyyy format) as recorded in your
Bank Details	demat account or in the Company records in order to login.
ORDate of Birth(DOB)	•Ifboththedetailsarenotrecordedwiththedepositoryorcompany,pleaseenterthemember-id / folio number 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.

9. 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 22 55 33.

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

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, May 17, 2023. 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.

The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, vide its Resolution dated April 1, 2023 appointed Mrs. Siddhi Thakur (DIN: 07142250) as an Additional Director of the Company in capacity of Non-Executive, Non-Independent Director, liable to retire by rotation with effect from April 1, 2023 on completion of her present tenure as Independent Director on March 31, 2023.

Pursuant to the provisions of Section 161(1) of the Act and Article 130 of the Articles of Association of the Company, Mrs. Thakur shall hold office up to the date of next Annual General Meeting. 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. Accordingly, with a view to comply with the said requirement, it is proposed to obtain the approval of the members for her appointment by way of Postal Ballot.

Mrs. Thakur, is qualified to be appointed as a Director in terms of Section 164 of the Act and has given her consent in writing to act as Director of the Company along with necessary disclosures. The Company has also received a declaration from Mrs. Thakur to the effect that she 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.

Mrs. Thakur aged 35 years, is a Graduate in Hospitality and Tourism Management from the Mumbai University and holds a post graduate diploma in Tourism Management from Thames Valley University, London. She has worked overseas with Satlite Ensured – London and Golden Tours Ltd. – London for about 2 years and with Thomas Cook (India) Pvt. Ltd. for about 3 years. Currently, she is offering consultancy to travel, tour and hospitality industry / sector. She was also on the Board of GTL Limited as an Independent Director till March 31, 2023 for 8 years. Thus, in the opinion of the Board, she fulfils the conditions specified in the Act and she possesses appropriate skills, experience, expertise and knowledge which would benefit the business of the Company.

In terms of Section 160 of the Act, the Company has received notice in writing from a Member proposing the candidature of Mrs. Siddhi Thakur to be appointed as a Non-Executive, Non-Independent Director of the Company as per the relevant provisions of the Act.

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

The Board commends passing of the Ordinary resolution as set out in the accompanying Postal Ballot Notice. Except Mrs. Siddhi Thakur, none of the Directors / key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise, in the passing of the Resolution.

By Order of the Board of Directors For GTL Limited

Sd/- Place: Navi Mumbai Deepak A. Keluskar Date: April 01, 2023 Company Secretary Membership No.: A62222

Annexure to the Postal Ballot Notice dated April 1, 2023

Sr. No.	Particulars	Details of Director
1.	Name of Director	Mrs. Siddhi Mandar Thakur (DIN: 07142250)
2.	Age	35 years
3.	Qualifications	Graduate in Hospitality & Tourism Management from the Mumbai Universityand holds a post graduate diploma in Tourism Management from Thames ValleyUniversity, London.
4.	Terms and Conditions ofAppointment	As per the resolution set out in the Notice read with explanatory statement.
5.	Brief Resume / Experience /Nature of expertise in specificfunctional area	Mrs. Thakur aged 35 years is a Graduate in Hospitality & Tourism Managementfrom the Mumbai University and holds a post graduate diploma in TourismManagement from Thames Valley University, London. She has worked overseaswith Satlite Ensured – London and Golden Tours Ltd. – London for about 2 yearsand with Thomas Cook (India) Pvt. Ltd. for about 3 years. Currently, she is offeringconsultancy to travel, tour and hospitality industry / sector. She was also on theBoard of GTL Limited as an Independent Director till March 31, 2023 for 8 years.Since April 1, 2023, she is continuing her directorship as an Additional Director (incapacity of Non-Executive, Non-Independent).Thus she possesses appropriate skills and experience in Hospitality & TourismManagement and knowledge of Telecom Industry.
6.	Remunerationlastdrawn(including Sitting Fees, if any)	` 23,50,000/- (Sitting Fees paid to Mrs. Siddhi Thakur during the FY 2022-23 forattending various Board and Committee Meetings as an Independent Directorduring such period)
7.	Details of remuneration to bepaid, if any	Mrs. Siddhi Thakur shall be paid remuneration by way of;i)Fees for attending meetings of the Board or Committees as may be determinedby the Board from time to time subject to limits stipulated under the Act orRules made thereunder andii)Commission that may be determined by the Board payable at the end of eachfinancial year based on the performance of the Company and her performanceas evaluated by the Board of Directors, subject to availability of profits and thelimits stipulated under the Act or Rules made thereunderiii)Reimbursement of expenses incurred by her in connection with attendingthe Board meetings, Board Committee meetings, general meetings andin relation to the business of the Company towards hotel accommodation,
8.	Details of first appointmentto the Board	travelling and other out-of-pocket expenses.Mrs. Siddhi Thakur was appointed as an Additional Director designated asIndependent Director of the Company with effect from March 31, 2015.
9.	Shareholding in theCompany	NIL
10.	Relationship with otherDirectors / Manager/ KMPs	Mrs. Siddhi Thakur does not have any relationship with the Directors or Manageror any other Key managerial personnel of the Company.
11.	No. of Meetings of the Boardattended during the year	Mrs. Siddhi Thakur has attended 9 (Nine) meetings during the period fromApril 01, 2022 till March 31, 2023 as an Independent Director.
12.	IncaseofIndependentDirectors,justificationforchoosing the appointee	Not Applicable
13.	Directorship/ Membership/Chairmanship of Committeesin other entities	NIL
14.	Listed entities from whichthe Director has resigned inthe past three years	NIL