Key Resolution

Re-appointment of Mr. Shashi Kishore Jain (DIN: 00443861) as a Non-Executive Independent Director:

  • Proposal for a second consecutive term of 5 years, effective from 30th May 2026 to 29th May 2031.
  • This is a special resolution required under Regulation 17(1A) of SEBI LODR Regulations, 2015, as Mr. Jain has attained the age of 75 years.
  • His first term of 5 years is set to expire on 29th May 2026.

Postal Ballot Event Schedule

| Particulars | Date |

| Cut-off date for determining shareholders | 03/07/2026 |

| Date of completion of dispatch of notice via Email | 06/07/2026 |

| E-Voting Starting Date | 07/07/2026 (from 09:00 AM) |

| E-Voting Ending Date | 05/08/2026 (till 05:00 PM) |

| Date of intimation of result to Stock Exchanges & website | 07/08/2026 |

Process and Appointments

  • The company has engaged Central Depository Services (India) Limited (CDSL) to provide the e-voting facility.
  • Mr. Dhrumil M. Shah, Partner of Dhrumil M. Shah & Co. LLP (FCS: 8021; CP: 8978), has been appointed as the Scrutinizer to conduct the Postal Ballot and e-voting process in a fair and transparent manner.
  • The results, along with the Scrutinizer's report, will be submitted to the Chairman, communicated to the stock exchanges (BSE, NSE), the company's RTA (MUFG Intime India Private Limited), NSDL/CDSL, and displayed on the company's website (www.gfllimited.co.in) within 48 hours of concluding the e-voting.

Director Profile and Details (Mr. Shashi Kishore Jain)

  • Date of Birth: 5th June, 1949
  • Age: 77 Years
  • Date of first appointment: 30th May, 2021
  • Qualification: Degree in Electrical Engineering from Delhi College of Engineering
  • Experience: Over 50 years of work experience, including setting up units for manufacturing industrial gases and managing production & marketing.
  • Current Remuneration: ₹1.40 lakhs
  • Shareholding in GFL Limited: Nil
  • Other Directorships: INOX Infrastructure Limited (Member of Audit and Nomination & Remuneration Committee)
  • Board Meeting Attendance: Attended 5 out of 5 meetings during the year.
  • He is not related to any other directors or key managerial personnel of the company.

Documents and Compliance

Mr. Jain has provided the company with:

  • Consent to act as a Director (Form DIR-2)
  • Declaration of non-disqualification (Form DIR-8)
  • Declaration of independence as per Section 149(6) of the Companies Act, 2013, and SEBI LODR.
  • A declaration per BSE/NSE circulars that he has not been debarred from holding a directorship.
  • Certificate of registration with the Independent Director's Databank maintained by the Indian Institute of Corporate Affairs.

Rationale for Re-appointment

The Board, based on the recommendation of the Nomination and Remuneration Committee, believes Mr. Jain's rich and diverse experience (50+ years) is a valuable asset that adds value and an enriched point of view during Board discussions. His continued association is deemed beneficial to the company.

Inspection of Documents

A copy of the draft appointment letter setting out the terms and conditions and all other material documents are available for inspection without any fee by members at the Company's Registered Office (7th Floor, Ceejay House, Dr. Annie Besant Road, Worli, Mumbai - 400 018) during normal business hours on working days up to 05:00 PM on Wednesday, 05 August 2026.

E-Voting Helpdesk

  • For CDSL-related login issues: Email [helpdesk.evoting@cdslindia.com](mailto:helpdesk.evoting@cdslindia.com) or call toll-free 1800 21 09911.
  • For NSDL-related login issues: Email [evoting@nsdl.co.in](mailto:evoting@nsdl.co.in) or call 022-4886 7000 / 022-2499 7000.