PNB Gilts Ltd — Proxy Solicitation & Information Statement 2024

Feb 7, 2024

(Subsidiary of Punjab National Bank)

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February 07, 2024

The Manager – Listing The Manager – Listing National Stock Exchange of India Ltd. BSE Ltd. Exchange Plaza Phiroze JeeJeebhoy Towers Bandra Kurla Complex Dalal Street Bandra (E), Mumbai -400051 Mumbai- 400 001 Scrip Code: PNBGILTS Scrip Code: 532366

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

Dear Sir / Madam,

Pursuant to Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI Circular No. SEBI/HO/CFD/CFD-PoD1/P/CIR/2023/123 dated July 13, 2023, it is hereby informed that PNB Gilts Limited ('the Company') pursuant to the provisions of Section 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014, proposes to conduct Postal Ballot (via. remote e-voting facility) for obtaining the approval of Members of the Company by passing an ordinary resolution for appointment of Mr. Amit Kumar Srivastava (DIN: 08099846) as Director of the Company.

A copy of postal ballot notice being sent to all the members of the Company is also attached herewith and same is also being made available on the website of the company i.e. www.pnbgilts.com.

This is for your Information and records.

Thanking you.

Yours faithfully, For PNB Gilts Ltd.

Digitally signed MONIKA by MONIKA KOCHAR KOCHAR Date: 2024.02.07 16:11:50 +05'30'

(Monika Kochar) Company Secretary

Regd. Office : 5, Sansad Marg, New Delhi-110 001. Ph. : 23325759, 23325779, 23736584, Fax : 23325751, 23325763 Website : www.pnbgilts.com E-mail : pnbgilts@pnbgilts.com CIN : L74899DL1996PLC077120

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PNB GILTS LIMITED

CIN : L74899DL1996PLC077120 Regd. Office : 5, Sansad Marg, New Delhi ‐ 110001 Tel. : 011‐23325759, 23325779; Website : www.pnbgilts.com Email : pnbgilts@pnbgilts.com

POSTAL BALLOT NOTICE

Dear Member(s),

Notice is hereby given that the resolution set out below is proposed to be passed by the Members of PNB Gilts Limited (“ the Company ”) by means of Postal Ballot through remote e‐voting only pursuant to the provisions of Sections 108 and 110 and all other applicable provisions of the Companies Act, 2013 (“ the Act ”) read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“ the Rules ”) (including any statutory modification(s) or re‐enactment(s) thereof, for the time being in force) and in accordance with the guidelines prescribed by the Ministry of Corporate Affairs (“MCA”), inter‐alia, for conducting Postal Ballot through e‐voting vide General Circulars Nos. 14/2020 dated April 08, 2020, 03/ 2022 dated May 05, 2022, 11 / 2022 dated December 28, 2022 and 09/2023 dated September 25, 2023 (“ MCA Circulars ”), Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ SEBI LODR Regulations ”), Secretarial Standard ‐ 2 on General Meetings , issued by the Institute of Company Secretaries of India and other applicable laws and regulations, if any. The explanatory statement pursuant to Section 102(1) of the Act setting out all material facts relating to the resolution mentioned in this Postal Ballot Notice is attached.

In compliance with the aforesaid provisions and the MCA Circulars, this Postal Ballot Notice (“ Notice ”) is being sent only through electronic mode to all its members whose email addresses are registered with the Company/ Share Transfer Agent (“ STA ”) or Depositories as on February 2, 2024 (“ cut‐off date ”) and the communication to assent/dissent of the Members on the resolutions proposed in this Notice will only take place through the remote e‐voting system. If your email address is not registered with the Company/ STA /Depositories, please follow the process provided in the notes to this Notice.

Further, in compliance with the requirements of the MCA Circulars, physical copy of Postal Ballot Notice along with Postal Ballot Forms and pre‐paid business envelope will not be sent to the members for this Postal Ballot.

In compliance with the provisions of Sections 108 and 110 of the Act read with Rule 20 and Rule 22 of the Rules and Regulation 44 of SEBI LODR Regulations and the MCA Circulars, the Company has engaged the services of National Securities Depository Limited (“NSDL”) to provide remote e‐voting facility to all its members. Members are requested to refer the instructions for remote e‐voting given in the Notes to this Postal Ballot Notice for the process and manner in which remote e‐voting is to be carried out.

SPECIAL BUSINESS

Item No. 1: To appoint Sh. Amit Kumar Srivastava (DIN: 08099846) as Director of the Company and in this regard to consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

“ RESOLVED THAT pursuant to the provisions of Section 149, 152 and any other applicable provisions if any of the Companies Act, 2013 (‘the Act’) and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re‐enactment thereof for the time being in force), and any other applicable law, if any and subject to other permissions, approvals as may be required, Sh.

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Amit Kumar Srivastava (DIN: 08099846), who upon the nomination request of Punjab National Bank (‘Promoter Bank’) has been appointed as an Additional Director of the Company by the Board of Directors with effect from December 26, 2023 in terms of Section 161(1) of the Companies Act, 2013 and Articles of Association of the Company and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of the Director, be and is hereby appointed as a Director (Non‐ Executive & Non‐ Independent) of the Company, whose office shall be liable to retire by rotation.”

By Order of the Board of Directors For PNB Gilts Limited

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Place: New Delhi Date: February 5, 2024

(Monika Kochar) Company Secretary M. No. FCS 6514 Regd. Off.: 5, Sansad Marg, New Delhi ‐110001 CIN: L74899DL1996PLC077120

NOTES:

1. The relevant explanatory statement pursuant to the provisions of Section 102 of the Act setting out the material facts and reasons is annexed herewith.

2. A person who is not a member on the relevant cut‐off date should treat this notice for information purpose only. Any person who acquires shares of the Company and becomes member of the Company after dispatch of this Notice and holding shares as on cut‐off date shall follow the same procedure for remote e‐voting as provided hereafter.

3. Members may note that this Postal Ballot Notice will also be available on the Company’s website at www.pnbgilts.com, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of National Securities Depository Limited (NSDL) at https://www.evoting.nsdl.com.

4. Pursuant to Section 108 of the Act read with Rule 20 of the Rules and Regulation 44 of the SEBI LODR Regulations, the Company has engaged NSDL to provide remote e‐voting facility for its Members. The procedure for remote e‐voting is given below. The remote e‐Voting facility is available at the link at www.evoting.nsdl.com from February 8, 2024 (9:00 AM IST) and end on March 8, 2024 (5:00 PM IST) (both days inclusive). The remote e‐voting module will be blocked by NSDL thereafter and voting shall not be allowed beyond the said date and time.

Once the vote on the resolution is cast by the member, the member shall not be allowed to change it subsequently or cast the vote again.

1. The voting rights of the members shall be in proportion to their share in the paid up equity share capital of the Company as on the Cut‐off date.

2. The Board of the Directors of the Company has appointed Mr. Ankit Singhi (C.P 16274) failing him Mr. Nitesh Latwal (CP No. 16276), Practicing Company Secretaries and Partners of M/s PI & Associates, New Delhi as the Scrutinizer for conducting the voting process through Postal Ballot remote e‐Voting in accordance with the law and in a fair and transparent manner.

3. Upon completion of scrutiny of the remote e‐voting, the Scrutinizer shall submit his report within two working days from the end of the remote e‐voting period to the Chairman or any other person authorised by him. Upon receipt of scrutinizer’s report, the results of the Postal Ballot will be announced by the Chairman or the authorised person immediately.

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1. The results along with Scrutinizer's Report, shall be displayed at the Registered Office and Corporate office of the Company and placed on the Company's website at www.pnbgilts.com and the website of NSDL immediately after the result is declared. The results shall be simultaneously communicated to the Stock Exchanges where the securities of the Company are listed i.e. BSE Limited and the National Stock Exchange of India Limited.

The resolution, if passed by the requisite votes, shall be deemed to have been passed as if the same has been passed at a general meeting of the members convened in that behalf. The resolution, if approved by the requisite votes of members by means of Postal Ballot (i.e., remote e‐voting), shall be deemed to have been passed on the last date specified by the Company for remote e‐voting, i.e. March 8, 2024].

1. All documents referred to in the Notice and Explanatory Statement are available for inspection by the members at the Registered Office of the Company as well as electronically on all working days except Saturdays, Sundays and National Holidays between 11:00 A.M. (IST) and 1:00 P.M. (IST) from the date of dispatch of the Notice up to the last date of remote e‐voting i.e. March 8, 2024. Any Member interested in inspection may write to monika.kochar@pnbgilts.com.

2. Members, who are holding shares in physical/electronic form and their e‐mail addresses are not registered with the Company/their respective Depository Participants, are requested to register their e‐mail addresses at the earliest by sending scanned copy of a duly signed letter by the Member(s) mentioning their name, complete address, folio number, number of shares held with the Company along with self‐attested scanned copy of the PAN Card and self‐attested scanned copy of any one of the following documents viz., Aadhar Card, Driving License, Election Card, Passport, utility bill or any other Govt. document in support of the address proof of the Member as registered with the Company for receiving this Notice by email to helpdeskreply@mcsregistrars.com. Members holding shares in demat form can update their email address with their Depository Participants.

11. Instructions for Remote E‐Voting ‐

The manner and process of remote e‐Voting is as under:

The way to vote electronically on NSDL e‐Voting system consists of “Two Steps” which are mentioned below:

‐ Step 1: Access to NSDL e Voting system ‐ A) Login method for e Voting for Individual shareholders holding securities in demat mode

‐ In terms of SEBI circular 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. Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders	Login Method	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1.	ExistingIDeASuser can visit the e‐Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e‐Services home page click on the “Beneficial Owner”icon under“Login”which is available under‘IDeAS’ section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e‐Voting services under Value added services. Click on“Access to e‐Voting”under e‐Voting services and you will be able to see e‐ Voting page. Click on company name ore‐Voting service provider i.e. NSDLand you will be re‐directed to e‐Voting website of NSDL for casting your vote duringthe remote e‐Voting period.

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1. If you are not registered for IDeAS e‐Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

2. Visit the e‐Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e‐ Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e‐Voting page. Click on company name or e‐ Voting service provider i.e. NSDL and you will be redirected to e‐ Voting website of NSDL for casting your vote during the remote e‐ Voting period.

3. Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

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• Individual Shareholders 1) Users who have opted for CDSL Easi / Easiest facility, can login holding securities in through their existing user id and password. Option will be made demat mode with CDSL available to reach e‐Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.

• 2) After successful login the Easi / Easiest user will be able to see the e‐Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e‐Voting page of the e‐Voting service provider for casting your vote during the remote e‐Voting period. Additionally, there is also links provided to access the system of all e‐Voting Service Providers, so that the user can visit the e‐Voting service providers’ website directly.

• 3) If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.

• 4) Alternatively, the user can directly access e‐Voting page by providing Demat Account Number 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 as recorded in the Demat Account. After successful authentication, user will be able to see the e‐Voting option where the evoting is in progress and also able to directly access the system of all e‐Voting Service Providers.

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Individual Shareholders (holding securities in demat mode) login through their depository participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e‐ Voting facility. upon logging in, you will be able to see e‐Voting option. Click on e‐Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e‐ Voting feature. Click on company name or e‐Voting service provider i.e. NSDL and you will be redirected to e‐Voting website of NSDL 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 Forget User ID and Forget Password option available at abovementioned website.

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

**Login type **	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.com or call at 022 ‐ 4886 7000 and 022 ‐ 2499 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.comor contact at toll free no. 1800 22 55 33

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log‐in to NSDL e‐Voting website?

1. 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.

2. Once the home page of e‐Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

4. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log‐in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log‐in to NSDL eservices after using your log‐in credentials, click on e‐Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

5. Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12**

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c) For Members holding shares in EVEN Number followed by Folio Number Physical Form. registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

1. Password details for shareholders other than Individual shareholders are given below: a) If you are already registered for e‐Voting, then you can user your existing password to login and cast your vote.

2. b) If you are using NSDL e‐Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

3. c) How to retrieve your ‘initial password’?

   • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

   • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered

4. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:

5. a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

6. b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

7. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

8. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e‐Voting system of NSDL.

9. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

10. Now, you will have to click on “Login” button.

11. After you click on the “Login” button, Home page of e‐Voting will open.

‐ Step 2: Cast your vote electronically on NSDL e Voting system.

‐ How to cast your vote electronically on NSDL e Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e‐Voting period.

3. Now you are ready for e‐Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

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General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e‐mail to info@piassociates.co.in with a copy marked to evoting@nsdl.co.in.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e‐voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries related to this notice including e‐voting facility, you may refer the Frequently Asked Questions (FAQs) for shareholders and e‐voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800‐222‐990 or contact Ms. Pallavi Mhatre, Manager, National Securities Depository Ltd., Trade World, ‘A’ Wing, 4th Floor, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai – 400013, at the designated email address: pallavid@nsdl.co.in/evoting@nsdl.co.in or at telephone no. +91 22 2499 4545.

4. With a view to safeguard the interests of the investors and to streamline the resolution mechanism in the Indian Securities Market, SEBI mandated establishment of common Online Dispute Resolution Portal (“ODR Portal”), by Market Infrastructure Institutions, which harnesses online conciliation and online arbitration for resolution of disputes arising in Indian Securities Market.

The ODR Portal allows the investors/shareholders to enrol themselves, file unresolved grievance, upload documents and get status updates pertaining to the unresolved grievances filed against listed entities/ its STA.

The process for initiation of Dispute Resolution process is enumerated below:

• An investor shall first take up his/her grievance with the Market Participant by lodging a complaint directly with the concerned Market Participant.

• If the grievance is not redressed satisfactorily the investor/shareholder may escalate the same through the SCORES Portal (www.scores.gov.in) in accordance with SCORES Guidelines.

• If the investor is still not satisfied with the outcome, he/she can initiate dispute resolution through the ODR Portal. Alternatively, the investor may initiate dispute resolution through the ODR Portal if the grievance lodged with the concerned Market Participant was not satisfactorily resolved or at any stage of the subsequent escalations (prior to or at the end of such escalation/s). For more information shareholders are requested to visit the weblink https://www.pnbgilts.com/investors‐relations#annoucements

• SEBI vide Circular No. SEBI/HO/MIRSD/MIRSD‐PoD‐1/P/CIR/2023/37 dated March 16, 2023, stipulated that folios of the physical shareholders shall update PAN, Nomination, Contact details, Bank A/c details and Specimen signature with STA of the Company by September 30, 2023. Now, the same date has been extended upto June 30, 2024 vide SEBI Circular No. SEBI/HO/MIRSD/POD‐ 1/P/CIR/2023/193 dated December 27, 2023. Relevant details and forms prescribed by SEBI in this regard are available on the website of the Company at https://www.pnbgilts.com/downloads .

• SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022 has mandated the listed companies to issue securities in dematerialized form only while processing service requests, viz. Issue of duplicate securities certificate; renewal/ exchange of securities certificate; endorsement; sub‐division/splitting of securities certificate; consolidation of securities certificates/folios; transmission and transposition. Further SEBI vide its circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/ CIR/2022/65 dated May 18, 2022 has simplified the procedure and standardized the format of documents for transmission of securities. Accordingly, members are requested to make service requests by submitting a duly filled and signed Form ISR‐ 4 & ISR‐5, as the case may be. The said forms can be downloaded from the website of the Company and STA.

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PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL IDS ARE NOT REGISTERED WITH THE DEPOSITORIES FOR PROCURING USER ID AND PASSWORD AND REGISTRATION OF E MAIL IDS FOR E‐VOTING FOR THE RESOLUTION SET OUT IN THIS NOTICE AS WELL AS RECEIVING COPY OF THIS NOTICE :

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self‐attested scanned copy of PAN card), AADHAR (self‐ attested scanned copy of Aadhar Card) by email to helpdeskreply@mcsregistrars.com.

2. In case shares are held in demat mode, please provide DPID‐CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self‐attested scanned copy of PAN card), AADHAR (self‐attested scanned copy of Aadhar Card) to helpdeskreply@mcsregistrars.com . If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e‐ Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.

3. Alternatively shareholder/members may send a request to evoting@nsdl.co.in for procuring user id and password for e‐voting by providing above mentioned documents.

4. In terms of SEBI circular 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 required to update their mobile number and email ID correctly in their demat account in order to access e‐ Voting facility.

EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 1

The Punjab National Bank i.e. the promoter‐cum‐parent bank (‘PNB’) has nominated Sh. Amit Kumar Srivastava (DIN: 08099846), on the Board of Directors of the Company. Accordingly, the Board of Directors, on the recommendation of Nomination and Remuneration Committee, appointed Sh. Amit Kumar Srivastava, as an Additional Director of the company with effect from December 26, 2023.

The members may note that pursuant to Section 161 of the Act and rules made thereunder, an Additional director appointed by the Board of Directors of the Company at any time shall hold office up to the date of the next annual general meeting of the Company or the last date on which the annual general meeting should have been held, whichever is earlier. Also, Regulation 17(1C) of the SEBI LODR Regulations requires that approval of the shareholders by way of Ordinary Resolution for appointment of a person as a Director on the Board of Directors needs to be obtained at the next general meeting or within a time period of three (3) months from the date of appointment, whichever is earlier.

The Company has received a notice under Section 160 of the Companies Act, 2013 from a member proposing the candidature of Sh. Amit Kumar Srivastava for the office of the Director of the Company.

Sh. Amit Kumar Srivastava is not disqualified from being appointed as a Director in terms of Section 164 of the Act and has given his consent to act as Director. Further, he is not debarred from holding the office of director by virtue of any SEBI order or any other such authority.

Details about Sh. Amit Kumar Srivastava as required under Regulation 36 of LODR Regulations and Secretarial Standard‐ II is annexed herewith.

Sh. Amit Kumar Srivastava does not hold by himself or for any other person, on a beneficial basis, any shares in the Company. Sh. Amit Kumar Srivastava, being an appointee, shall be deemed to be concerned or interested in this resolution.

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Save and except the above, none of other Directors/Key Managerial Personnel of the Company/ their relatives (to the extent of their shareholding in the Company, if any) are in any way, concerned or interested, financially or otherwise in the resolution set out at Item No.1 of the Notice. The Board commends the resolution set forth in Item No.1 for the approval of members.

By Order of the Board of Directors For PNB Gilts Limited

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Place: New Delhi Date: February 5, 2024

(Monika Kochar) Company Secretary M. No. FCS 6514 Regd. Off.: 5, Sansad Marg, New Delhi ‐110001

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Annexure A

DETAILS OF DIRECTOR WHO IS PROPOSED TO BE APPOINTED AS DIRECTOR, AS REQUIRED UNDER REGULATION 36(3) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND SECRETARIAL STANDARD ON GENERAL MEETINGS (SS‐2), ARE AS UNDER:‐

Name of Director	Sh. Amit Kumar Srivastava
Date of Birth (Age)	29/09/1970
Nationality	Indian
Date of first Appointment on Board of Company	26/12/2023
Qualifications	Postgraduate in computer science from Banaras Hindu University, Certified Associate Member of Indian Institute of Bankers (CAIIB) from IIBF, various certifications in Financial Services, Risk, MSME from various institutions besides PGDTFM from ICFAI University.
Resume/Experience/ Expertise in Specific functional Area, in brief	He has a rich experience in Banking sector. He joined Punjab National Bank (“PNB”) as Officer in May 1994 and has served PNB for 29 years in Merchant Banking Division, Investment & Treasury division, HOPAC Hyderabad and other branches, Credit Review & Monitoring Division, and Risk Management Division.
Directorship held in other Companies	Druk PNB Bank Ltd., Bhutan
Chairperson / Member of the Committee of the Board of Directors of the Company	W.e.f 25.01.2024, he is Chairman of Risk Management Committee and Member of the following Committees ‐  Nomination & Remuneration Committee  Stakeholders RelationshipCommittee
Membership/Chairmanship of Committee of other Companies	Nil
Number of Board Meetings attended during the year	Nil
Number of Shares Held either directly or as beneficial owner	Nil
Terms and conditions of appointment/ reappointment including Remunerationsought to be paid	Appointed as an Non‐ Executive Non‐ Independent Director, liable to be retire by rotation. Other terms and conditions including remuneration, if any, regulating his appointment shall be determined by the promoter i.e. PNB.
Remuneration last drawn	Not Applicable
Relationship with other Directors inter se, Manager and KMPs of the Company	Not related to any Director/Manager/KMP
Names of listed entities in which the person also holds the directorship and the membership of Committees of the board	Nil
Listed entities from which he has resigned in thepast threeyears	Nil

By Order of the Board of Directors For PNB Gilts Limited

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(Monika Kochar) Company Secretary Place: New Delhi M. No. FCS 6514 Date: February 5, 2024 Regd. Off.: 5, Sansad Marg, New Delhi ‐110001

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