1. Raising funds by issue of Equity Shares through Qualified Institutions Placement
Purpose: To raise funds for growth opportunities, including existing business expansion and leveraging synergies.
Amount: Aggregate amount up to ₹1,000 Crore (Rupees One Thousand Crore only).
Instrument: Equity Shares and/or other securities convertible into Equity Shares (including warrants, fully/partly convertible debentures, convertible preference shares) via Qualified Institutions Placement (QIP).
Allottees: Eligible Qualified Institutional Buyers (QIBs) as per SEBI ICDR Regulations. No allotment to promoters or related persons.
Pricing: To be determined in accordance with Chapter VI of the SEBI ICDR Regulations. The floor price will be based on the average of the weekly high and low of the closing prices of the equity shares quoted on the stock exchange during the two weeks preceding the 'Relevant Date' (date of the Board meeting deciding to open the issue). A discount of up to 5% on the floor price may be offered.
Utilization of Proceeds (Net of issue expenses):
Prepayment/repayment of existing/future borrowings of the Company and/or its subsidiaries.
General corporate purposes (capped at a maximum of 25% of the total proceeds).
Interim Use: Pending utilization, proceeds may be invested in money market instruments, mutual funds, bank deposits, or government securities.
Allotment Timeline: Allotment must be completed within 365 days from the passing of this resolution.
Lock-in: Securities allotted shall not be eligible for sale for a period of one year from the date of allotment, except on recognized stock exchanges.
Monitoring: A SEBI-registered monitoring agency will be appointed if the issue size exceeds ₹100 Crore.
Supersession: This resolution supersedes the special resolution passed by members on July 8, 2026.
2. Amendment to the Articles of Association of the Company
Purpose: To align the Articles of Association (AOA) with the prevailing legal framework (Companies Act, 2013 and SEBI Regulations) by removing an outdated mandatory valuation requirement.
Specific Change: deletion of the clause in Article 13(1)(c) that required the price of shares issued to "any persons" to "be determined by a registered valuer or a valuer approved for this purpose, who shall submit a valuation report in that behalf, subject to such conditions as may be prescribed."
Post-Amendment Text: Article 13(1)(c) will read: "(c) Any persons, whether or not those persons include the persons referred to in clause (a) or clause (b) above, either for cash or for a consideration other than cash."
Compliance: The company will continue to obtain valuations where mandated by law; this amendment only removes an unconditional requirement in the AOA.
3. Private placement of NCDs and/or Debt securities
Purpose: To secure an enabling approval for a competitive source of borrowing and to diversify the company's debt portfolio.
Instrument: Secured/unsecured redeemable non-convertible debentures (NCDs), subordinated debentures, bonds, and other debt securities.
Amount: Outstanding principal amount not to exceed ₹1,500 Crores.
Allottees: One or more persons including bodies corporate, banks, financial institutions, mutual funds, QIBs, FIIs, etc., in India and abroad.
Terms: Including pricing, interest, redemption, security, and listing, to be determined by the Board based on prevailing market conditions.
Voting Details and Process
Cut-off Date: Friday, 10th July 2026 (for notice dispatch). Friday, 17th July 2026 (for determining voting eligibility).
Voting Mode: Remote e-voting only, in compliance with MCA circulars. No physical ballot forms are being sent.
E-Voting Service Provider: Central Depository Services (India) Limited (CDSL).
Voting Period: Commences on Friday, 24th July 2026 at 9:00 A.M. (IST) and concludes on Saturday, 22nd August 2026 at 5:00 P.M. (IST).
Scrutinizer: Mr. Ketan R. Shirwadkar, Proprietor of M/s. KRS & Co., Practicing Company Secretaries, has been appointed.
Result Declaration: The results of the postal ballot will be declared on or before Tuesday, 25th August 2026.
Document Availability: The notice and explanatory statement are available on the company's website (www.gtbl.in), BSE website (www.bseindia.com), NSE website (www.nseindia.com), and CDSL's e-voting website (www.evotingindia.com).
Governance and Compliance
Authorized Signatory: The notice is signed by Vineet Gawankar, Company Secretary & Compliance Officer.
Regulatory References: The notice is issued pursuant to Section 110 of the Companies Act, 2013, SEBI LODR Regulations, and various MCA circulars.
Interest Disclosures: The Directors, Key Managerial Personnel, and their relatives have declared they have no interest in the resolutions, except to the extent of their shareholding.
