Shareholders meeting

INFRASTRUCTURE Ref: GIL/SE/AGM/2026-27/026 September 08, 2026 The Secretary The Secretary 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 400023 Bandra Kurla Complex, Bandra (East), Mumbai 400051 Scrip Code: 532775 Trading Symbol: GTLINFRA Dear Sir/s, Sub: Notice convening 23rd Annual General Meeting & intimation of Remote E-voting facility We wish to inform you that the Twenty Third (2 3rd) Annual General Meeting ("AGM") of the Members of the Company will be held on Wednesday, September 30, 2026, at 11:00 A.M. (IST) through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM") in accordance with General Circular no. 3/2025 dated September 22, 2025 and other circulars issued by the Ministry of Corporate Affairs. Pursuant to provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations"), the Company is providing to its members the facility to cast their vote by electronic means on all resolutions set forth in the Notice. The instructions for entire e-voting are detailed in the said Notice. Pursuant to Regulation 30 read with clause 12 of Part A of Schedule III to the Listing Regulations, please find enclosed Notice convening the 23rd AGM of the Company for your records. Thanking you, Yours truly, For GTL Infrastructure Limited Deepak Keluskar Ajit Shanbhag Company Secretary Chief Financial Officer End. as above Note: This letter is submitted electronically with BSE & NSE through their respective web-portals GTL INFRASTRUCTURE LIMITED Regd Off: 7th Floor, Building No.A, Plot EL-207, MIDC, TTC Industrial Area, Mahape, Navi Mumbai - 400710, Maharashtra, India. Tel: +91-22-6829-3500 Fax: 91-22-6829-3545 www.gtlinfra.com CIN: L74210MH2004PLC144367 Corp Off : 412 Janmabhoomi Chambers, 29 Walchand Hirachand Marg, Ballard Estate, Mumbai, Maharashtra 400 001 India Tel: +91-22-2271-5000 Fax: +91-22-2271-5332 NOTICE OF AGM NOTICE is hereby given that the Twenty Third (23rd) Annual as set out in the Explanatory Statement annexed to the General Meeting of the Members of GTL Infrastructure Limited Notice convening Annual General Meeting (including the (“Company”) will be held on Wednesday, September 30, remuneration to be paid in the event of loss or inadequacy 2026, at 11:00 a.m. (IST), through Video Conferencing (“VC”) / of profits in any financial year during the tenure of his Other Audio-Visual Means (“OAVM”) to transact the following appointment). business: RESOLVED FURTHER that the Board of Directors be and is ORDINARY BUSINESS hereby authorised to alter, vary and modify the said terms including salary, allowances, perquisites and designation 1. To consider and adopt the Audited Financial Statements in such manner as may be agreed between the Board of the Company for the financial year ended March 31, of Directors and Mr. Jayant Laxmikant Bhimanwar 2026, together with the Reports of the Board of Directors within and in accordance with and subject to the limits and Auditors thereon. prescribed in Schedule V of the Act and if necessary, as may be stipulated by the concerned authorities. 2. To appoint a director in place of Mr. Charudatta K. Naik (DIN: 00225472), who retires by rotation and, being RESOLVED FURTHER that the Board of Directors be and eligible, offers himself for re-appointment. is hereby authorized to do all such acts, deeds, matters and things as may be considered necessary or expedient SPECIAL BUSINESS for giving effect to this resolution.” 3. To consider and, if thought fit, to pass, with or without 5. To consider and, if thought fit, to pass, with or without modification, the following resolution as an Ordinary modification, the following resolution as an Ordinary Resolution: Resolution: “RESOLVED that Mr. Jayant Laxmikant Bhimanwar (DIN: “RESOLVED that Mr. Abhijit Padmanabh Deshpande 09033879), who was appointed by the Board of Directors, (DIN: 05203925), who was appointed by the Board based on the recommendation of the Nomination & of Directors, based on the recommendation of the Remuneration Committee, as an Additional Director of the Nomination & Remuneration Committee, as an Additional Company with effect from August 6, 2026 and who holds Director of the Company with effect from August 6, 2026 office up to the date of this Annual General Meeting of the and who holds office up to the date of this Annual General Company pursuant to the provisions of Section 161(1) and Meeting of the Company pursuant to the provisions of any other applicable provisions, if any, of the Companies Section 161(1) and any other applicable provisions, if Act 2013 (the “Act”) (including any modification and any, of the Companies Act 2013 (the “Act”) (including re-enactment thereof) and Article 130 of the Articles any modification and re-enactment thereof) and Article of Association of the Company and who is eligible for 130 of Articles of Association of the Company and who appointment and has consented to act as Director of is eligible for appointment and has consented to act as the Company and in respect of whom the Company has Director of the Company and in respect of whom the received a notice in writing from a Member under Section Company has received a notice under Section 160(1) 160(1) of the Act proposing his candidature for the office of of the Act in writing from a Member proposing his Director of the Company, be and is hereby appointed as a candidature for the office of Director of the Company, Director of the Company, liable to retire by rotation.” be and is hereby appointed as a Non-Executive / Non- Independent Director of the Company, liable to retire by 4. To consider and, if thought fit, to pass, with or without rotation.” modification, the following resolution as a Special Resolution: By Order of the Board of Directors “RESOLVED that pursuant to the provisions of Sections Place : Mumbai Deepak A. Keluskar 196, 197, 198 and 203 and other applicable provisions, Date : September 01, 2026 Company Secretary if any, read with Schedule V of the Companies Act, 2013 (the “Act”) and the Companies (Appointment and Registered Office: Remuneration of Managerial Personnel) Rules, 2014 GTL Infrastructure Limited, and other applicable provisions, if any, including any 7th Floor, Building No. A, Plot EL-207, statutory modifications or re-enactment thereof, for the MIDC, TTC Industrial Area, time being force and subject to such other approval/s, Mahape, Navi Mumbai - 400710, as may be necessary, consent of the Members be and Maharashtra, India. is hereby accorded for appointment of Mr. Jayant Tel: +91-22-6829 3500 Laxmikant Bhimanwar (DIN: 09033879) as a Whole-time E-mail: gilshares@gtlinfra.com Director of the Company for a period of three years with Website: www.gtlinfra.com effect from August 6, 2026 on the terms and conditions CIN: L74210MH2004PLC144367 142 GTL Infrastructure Limited Notes: 6. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of 1. Pursuant to General Circular no. 3/2025 dated September ascertaining the quorum under Section 103 of the Act. 22, 2025 and other circulars issued by the Ministry of Corporate Affairs (“MCA”), (hereinafter collectively referred 7. Pursuant to the Circulars, the facility to appoint proxy to to as “the Circulars”), the 23rd Annual General Meeting attend and cast vote for the members is not available (“AGM”) of the Company is being conducted through Video for this AGM. However, pursuant to Sections 112 and Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”). 113 of the Act, representatives of the members such as the President of India or the Governor of a State or body 2. The Explanatory Statement pursuant to [Showing first 8,000 characters — download PDF for full document]