GTL Ltd — Declaration of Voting Results & Voting Rights Announcements 2021

Sep 29, 2021

REF: GTL/SE/AGM/21-22/021 September 29, 2021

Department of Corporate ServicesBSE LimitedPhiroze Jeejeebhoy Towers,25th Floor, Dalal Street,Fort, Mumbai 400 001.	Corporate Communication DepartmentNational Stock Exchange of India Ltd.Exchange PlaZa, 51h Floor,Plot No. C/1, G Block,Bandra Kurla Complex,Bandra (East), Mumbai 400 051.
(BSE Code: 500160 NSE Symbol: GTL ISIN: INE043A01012)

Dear Sir/s,

Sub: Voting Results — 33rd Annual General Meeting (AGM) held on September 28, 2021.

Pursuant to Regulation 44(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we submit herewith the voting results of the 33rd Annual General Meeting of the members of the Company:

Date of the 33rdAnnual General Meeting	:	Tuesday, September 28, 2021
Total number of shareholders on recorddate(September 22, 2021)		81,331
No. of shareholders present in the meeting either in person or through proxy:
Promoters and Promoter Group	:	Not Applicable
Public	:	Not Applicable
No. of Shareholders attended the meeting through Video Conferencing:
Promoters and Promoter Group	:	1
Public	:	52

The Electronic voting on the resolutions was arranged through Central Depository Services (India) Limited:

• 1. Remote e-voting conducted between Friday, September 24, 2021 to Monday, September 27, 2021; and
• 1. Electronic voting was also available during the AGM of the Company on Tuesday, September 28, 2021.

Details of the Agenda and the result of resolutions (Ordinary) passed at the 33rd Annual General Meeting are as per the Scrutinizer's Report dated September 28, 2021 duly signed by the Scrutinizer is attached hereto.

Please acknowledge receipt.

Thanking you,

Yours truly, For GTL Limited

VV-A)

D k A. eluskar Company Secretary & Compliance Officer

Milind Bapat Chief Financial Officer

End. as above cc: Central Depository Services (India) Ltd., Mumbai

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

Regd Office & Investor Service Centre : Global Vision ES-II MIDC TTC Industrial Area, Mahape Navi Mumbai-400 710 India Tel: +91-22-2761 2929 Ext: 2233-2235 Fax: +91-22-2768 0171 Email: gtishares@gtIlimited.com Website: www.gtllimited.com

GL*-BALGroup Enterprise

Corp Off: 412 3anmabhoomi Chambers 29 Walchand Hirachand Marg Ballard Estate Mumbai - 400 038 India Tel: +91-22-2271 5000 Fax: +91-22-2271 5332 CIN :L40300MH1987PLC045657

Virendra Bhatt

Company Secretary

Office:

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

To, The Chairman GTL LIMITED Global Vision, Electronic Sadan No. II, MIDC, TTC, Industrial Area, Mahape, Navi Mumbai - 400710

Dear Sir,

Sub.: Consolidated Scrutinizer's Report on remote e-voting and e-voting conducted at the Annual General Meeting pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015 for the 33 rd Annual General Meeting of the GTL Limited held on Tuesday, 28th September, 2021 at 11:00 A.M. (1ST) through video conferencing ('VC') / other audio visual means ('OAVM').

I, Virendra G. Bhatt, Practicing Company Secretary was appointed as a Scrutinizer by the Board of Directors of the GTL Limited pursuant to Section 108 of the Companies Act, 2013 ("the Act") read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended, to conduct the remote e-voting process and e-voting during the said Annual General Meeting in respect of the below mentioned resolutions proposed at the 33rd Annual General Meeting ("AGM") of the GTL Limited held on Tuesday, 28th September, 2021 at 11:00 A.M. (IST) through VC / OAVM.

The notice dated 02nd September, 2021, convening the 33rd Annual General Meeting as confirmed by the Company was sent to the members in respect of the below mentioned resolutions passed at the AGM of the Company through electronic mode to those members whose email addresses were registered with the Company / Depositories, in compliance with the MCA Circular dated 05th May, 2020 read with circulars dated 08th April, 2020, 13th April, 2020 and 13th January, 2021 (collectively referred to as "MCA Circulars") and the SERI Circulars dated 12th May, 2020 and 15th January, 2021.

The Company had availed the remote e-voting facility offered by the Central Depository Services (India) Limited ('CDSI;) for conducting remote e-voting by the members o Company. f-i

The voting period for remote e'-voting commenced on Friday, 24th September, 2021 (9:00 a.m.) and ended on Monday, 27th September, 2021 (5:00 p.m.) and the CDSL remote e-voting platform was blocked thereafter.

The Company had also provided e-voting facility to the members present at the ACM through VC / OAVM only to those members who had not cast their vote earlier during remote e-voting.

The members of the Company holding shares as on the "cut-off' date of Wednesday, 22 nd September, 2021 were entitled to vote on the resolutions as contained in the Notice of the AGM.

After the closure of e-voting at the AGM, the report on e-voting done at the AGM and the votes cast under remote e-voting facility prior to the AGM were unblocked and counted.

I have scrutinized and reviewed the remote e-voting and e-voting during the AGM and votes cast there in based on the data downloaded from the CDSL e-voting system.

The Management of the Company is responsible to ensure compliance with the requirements of the Act and rules relating to remote e-voting and e-voting during the ACM on the resolutions contained in the notice of the AGM.

My responsibility as the scrutinizer for the remote e-voting and e-voting at the AGM is restricted to making a Scrutinizer's Report of the votes cast in favour or against the resolutions.

Voting Rights under "Public - Non Institutions" category include 3,00,328 shares held by the Investor Education and Protection Fund (IEPF) Authority (on which voting rights are frozen pursuant to Rule 6(6) of the IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended).

I now submit my consolidated Report as under on the result of the remote e-voting and e-voting at the AGM in respect of the said resolutions. H

Resolution No.: 1 - Ordinary Resolution

To consider and adopt:

• a. the Audited Financial Statements of the Company for the financial year ended 31st March, 2021, together with the Reports of the Board of Directors and Auditors thereon; and
• b. the Audited Consolidated Financial Statements of the Company for the financial year ended 31st March, 2021, together with the Report of the Auditors thereon.

Manner of Voting	Total Votes	Invalid/ Not Voted	Valid Votes
	Nos.	Nos.	Nos.
Remote 13-Voting	60732150	0	60732150
E-Voting at AGM	200	0	200
Total	60732350	0	60732350

	The Result of the Remote E - Voting and E- Voting during the AGM is as under:
Category	Mode ofVoting	No. ofshares held	No. of votespolled	% ofVotesPolled onoutstanding shares	No. ofVotes - infavour	No. ofVotes -Against	% ofVotes infavour onvotespolled	% ofVotesagainston votespolled
		[1]	[2]	[3]={[2]/[1]}*100	[4]	[5]	[6]=([4]/[2]}*100	[7]={151/[2]}*100
Promoter	RemoteE-Voting		50980559	100.0000	50980559	0	100.0000	0.0000
&PromoterGroup	E-Voting atAGM	50980559	0	0.0000	0	0	0.0000	0.0000
	Total		50980559	100.0000	50980559	0	100.0000	0.0000
Public	RemoteE-Voting		8999387	26.3379	5115778	3883609	56.8458	43.1542
Institutions	E-Voting atAGM	34168984	0	0.0000	0	0	0.0000	0.0000
	Total		8999387	26.3379	5115778	3883609	56.8458	43.1542
Public NonInstitutions	RemoteE-Voting		752204	1.0426	735416	16788	97.7682	2.2318
	E-Voting atAGM	72147238	200	0.0003	200	0	100.0000	0.0000
	Total		752404	1.0429	735616	16788	97.7688	2.2312
Total		157296781	60732350	38.6100	56831953	3900397	93.5777	6.4223

5 Page 3

Resolution No.: 2 - Ordinary Resolution

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.

Manner of Voting	Total Votes	Invalid/ Not Voted	Valid Votes
	Nos.	Nos.	Nos.
Remote E-Voting	60732150	2660	60729490
E-Voting at AGM	200	0	200
Total	60732350	2660	60729690

The Result of the Remote E - Voting and E- Voting during the AGM is as under:

Category	Mode ofVoting	No. ofshares held	No. of votespolled	% ofVotesPolled onoutstanding shares	No. ofVotes - infavour	No. ofVotes -Against	% ofVotes infavour onvotespolled	% ofVotesagainston votespolled
		[1]	[21	[31=([2]/E1]}*100	[4]	[51	[6]={[41/I21}*100	rl={[51/E211'100
Promoter	RemoteE-Voting		50980559	100.0000	50980559	0	100.0000	0.0000
&PromoterGroup	E-Voting atAGM	50980559	0	0.0000	0	0	0.0000	0.0000
	Total		50980559	100.0000	50980559	0	100.0000	0.0000
Public	RemoteE-Voting	34168984	8999387	26.3379	8999387	0	100.0000	0.0000
Institutions	E-Voting atAGM		0	0.0000	0	0	0.0000	0.0000
	Total		8999387	26.3379	8999387	0	100.0000	0.0000
Public NonInstitutions	RemoteE-Voting		749544	1.0389	720777	28767	96.1621	i3.8379
	E-Voting atAGM	72147238	200	0.0003	200	0	100.0000	0.0000
	Total		749744	1.0392	720977	28767	96.1631	3.8369
Total		157296781	60729690	38.6083	60700923	28767	99.9526	0.0474

SPECIAL BUSINESS:

Resolution No.: 3 - Ordinary Resolution

Re-appointment of Mr. Sunil Sadanand Valavalkar (DIN: 01799698) as a Whole-Time Director of the Company

Manner of Voting	Total Votes	Invalid/ Not Voted	Valid Votes
	Nos.	Nos.	Nos.
Remote E-Voting	60732150	2660	60729490
E-Voting at AGM	200	0	200
Total	60732350	2660	60729690

		The Result of the Remote E - Voting and E- Voting during the AGM is as under:
Category	Mode ofVoting	No. ofshares held	No. of votespolled	% ofVotesPolled onoutstanding shares	No. ofVotes - infavour	No. ofVotes -Against	% ofVotes infavour onvotespolled	% ofVotesagainston votespolled
		[1]	[2]	[3]={[2]/[1]}*100	[4]	[5]	[6]=4[4]/[211'100	[7]={151/i2]}*100
Promoter	RemoteE-Voting		50980559	100.0000	50980559	0	100.0000	0.0000
&PromoterGroup	E-Voting atAGM	50980559	0	0.0000	0	0	0.0000	0.0000
	Total		50980559	100.0000	50980559	0	100.0000	0.0000
Public	RemoteE-Voting		8999387	26.3379	8409653	589734	93.4470	6.5530
Institutions	E-Voting atAGM	34168984	0	0.0000	0	0	0.0000	0.0000
	Total		8999387	26.3379	8409653	589734	93.4470	6.5530
Public NonInstitutions	RemoteE-Voting		749544	1.0389	720587	28957	96.1367	3.8633
	E-Voting atAGM	72147238	200	0.0003	200	0	100.0000	0.0000
	Total		749744	1.0392	720787	28957	96.1377	3.8623
Total		157296781	60729690	38.6083	60110999	618691	98.9812	1.0188

A

All the Resolutions mentioned in Notice of the Annual General Meeting as per the details given above stand passed by requisite majority under remote e-voting and voting conducted during the Annual General Meeting by way of e-voting and hence deemed to be passed on the date of the Annual General Meeting.

I hereby confirm that, I am maintaining the registers received from the CDSL electronically, in respect of the votes cast through remote e-voting and voting conducted by way of e-voting during AGM by the members of the Company.

Thanking You,

Yours faithfully/ c3I-1.41.

0004 e•A Std Vir ndra G. Bhatt Practicing Company Secretary ACS No.: 1157 / COP No.: 124 Peer Review Cert. No.: 1439/2021

O*

Place: Mumbai Date: 28th September, 2021

UDIN: A001157C001023574