Aegis Logistics Ltd. — Proxy Solicitation & Information Statement 2024

Dec 11, 2024

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December 11, 2024

To, The Secretary, Capital Market Operations Market Operations Department, The National Stock Exchange of India Ltd. The BSE Ltd. Exchange Plaza, 5[th] Fl., Plot No. C/1, Phiroze Jeejeebhoy Towers, G Block, Bandra-Kurla Complex, Dalal Street, Fort, Bandra (E), Mumbai – 400 023. Mumbai – 400 051. Scrip Code: 500003 Scrip Code: AEGISLOG

Dear Sir,

Sub.: Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure " " - Requirements) Regulations, 2015 ( SEBI LODR Regulation ) Dispatch of Postal Ballot Notice to the Shareholders.

Pursuant to the Regulation 30 of the SEBI LODR Regulation, we enclose a copy of Postal Ballot Notice (“Notice”) seeking the approval of members through remote e-voting for approval of dilution of holding of the Company in its material subsidiary i.e., Aegis Vopak Terminals Limited pursuant to the Initial Public Offer (“IPO”) including Pre-IPO Placement by way of Special Resolution under Regulation 24(5) of SEBI LODR Regulation.

In accordance with circulars issued by Ministry of Corporate Affairs, from time to time, the Notice of Postal Ballot is being sent only in electronic form to the Members whose names are recorded in the Register of Members/List of Beneficial Owners as on Tuesday, December 10, 2024 (cut-off date).

The above mentioned documents may also be accessed on the website of the Company www.aegisindia.com.

The Company has engaged the services of M/s. Link Intime India Private Limited (“LIIPL”), for the purpose of providing e-voting facility to all the members. The e-voting period will commence from 9.00 a.m. (IST) of Thursday, December 12, 2024 and ends on 5.00 p.m. (IST) of Friday, January 10, 2025 .

This is for your information and record.

Thanking you.

Yours faithfully, For AEGIS LOGISTICS LIMITED

RAJ Digitally signed by RAJ KAPURCHAND KAPURCHAND CHANDARIA CHANDARIA Date: 2024.12.11 18:07:44 +05'30'

RAJ CHANDARIA CHAIRMAN & MANAGING DIRECTOR DIN : 00037518

Encl.: as above

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AEGIS LOGISTICS LIMITED

CIN : L63090GJ1956PLC001032

Regd. Office : 502, Skylon, G.I.D.C., Char Rasta, Vapi - 396 195, Dist. Valsad, Gujarat Corp. Office : 1202, Tower B, Peninsula Business Park, G. K. Marg, Lower Parel (W), Mumbai - 400013 Tel.:+91 22 6666 3666 ♦ Fax : +91 22 6666 3777 ♦ E-mail : aegis@aegisindia.com ♦ Website : www.aegisindia.com

POSTAL BALLOT NOTICE

[Pursuant to Section 108 and 110 of the Companies Act, 2013, read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015]

Dear Member(s),

NOTICE is hereby given pursuant to the provisions of Section 108, 110 and other applicable provisions, if any, of the Companies Act, 2013 (the 'Act') read with the Companies (Management and Administration) Rules, 2014, (the 'Rules'), Regulation 44 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the 'Listing Regulations'), Secretarial Standards on General Meeting issued by the Institute of Company Secretaries of India (SS-2), as amended and in accordance with the guidelines prescribed by the Ministry of Corporate Affairs (‘MCA’) for holding general meeting/conducting postal ballot process through e-voting vide General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022, 11/2022 dated December 28, 2022 09/2023 dated September 25, 2023 and 09/2024 dated September 19, 2024 issued by the MCA (“ MCA Circulars ”), read with applicable SEBI Circulars and other applicable laws, regulations, circulars, notifications (including any statutory modification or re-enactment thereof for the time being in force),for the approval of the members of Aegis Logistics Limited (hereinafter referred to as the 'Company') through Postal Ballot only by way of remote e- voting (“e-voting”) process for the Special Resolution set hereinafter. An explanation Statement pertaining to the said resolution setting out the material facts and the reasons/ rationale thereof form part of this Postal Ballot Notice (the “ Notice ” or “the Postal Ballot Notice ”)

The proposed resolution along with the statement under Section 102(1) of the Act, forming part of this Notice, stating the material facts and reasons thereof are set out hereafter, for your consideration.

In terms of the requirements specified in the MCA Circulars, this Notice is being sent through electronic mode only to those Members whose e-mail addresses are registered with the Company/ Depositories.

In compliance with Regulation 44 of the SEBI Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules framed thereunder and the MCA Circulars and SEBI Circulars, the manner of voting on the proposed resolution is restricted only to e-voting i.e. by casting votes electronically instead of submitting postal ballot forms. Accordingly, the Postal Ballot Notice and instructions for e-voting are being sent only through electronic mode to those Members whose email address is registered with the Company / depository participant(s). The details of the procedure to cast the vote forms part of the ‘Notes’ to this Notice. The instructions for e-voting are appended to this Notice.

Mr. Prasen Naithani, Company Secretary in whole time practice (Membership No. 3830), who is not in the employment of the Company and is in the opinion of the Board, capable of conducting the postal ballot process in a fair and transparent manner, has been appointed as the Scrutinizer (the 'Scrutinizer') for conducting the postal ballot process.

Members are requested to carefully read the instructions mentioned under the head 'Information and Instructions for e-voting' in this Notice and record their assent (“FOR”) or dissent (“AGAINST”) on the proposed resolution through the e-voting process not later than 5:00 p.m . (IST) on Friday, January 10, 2025 failing which it will be considered that no reply has been received from the Member.

The Company has engaged M/s. Link Intime India Private Limited, the Registrar & Transfer Agent (“RTA”) as the agency for facilitating remote e-voting to enable the Members to cast their votes electronically instead of dispatching postal ballot forms. The postal ballot results will be submitted within 2 working days from conclusion of the e-voting period to the stock exchanges in accordance with the SEBI Listing Regulations.

The Scrutinizer will submit his report to the Chairman of the Company or any person authorized by him, after the completion of the scrutiny of the e-voting. The result of the postal ballot along with Scrutinizer’s Report shall be announced on or before Tuesday, January 14, 2025 i.e. (two working days from the date of passing of resolution). The results shall be communicated to the Stock Exchanges and the same alongwith the Scrutinizer's Report will be displayed on the Company's website www.aegisindia.com as well as on the and RTA’s website https://instavote.linkintime.co.in.

The proposed resolution, if approved, will be taken as having duly passed on the last date specified for e- voting by the requisite majority of Members by means of Postal Ballot, i.e. Friday, January 10, 2025.

SPECIAL BUSINESS:

TO APPROVE DILUTION OF HOLDING OF THE COMPANY IN ITS MATERIAL SUBSIDIARY i.e. AEGIS VOPAK TERMINALS LIMITED PURSUANT TO THE INITIAL PUBLIC OFFER (“IPO”) INCLUDING PRE-IPO PLACEMENT

To consider and if thought fit, to pass, with or without modification(s), the following Resolution as a Special Resolution:

“RESOLVED THAT in accordance with Regulation 24(5) and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”) and pursuant to Section 110 and other applicable provisions, if any, of the Companies Act, 2013 read with the rules made thereunder (including any statutory modification(s) and/ or amendment(s) thereof) and in accordance with the Memorandum and Articles of Association of the Company, consent of the members of the Company be and is hereby accorded to the Company for dilution of its holding in Aegis Vopak Terminals Limited, a subsidiary of the Company (“Material Subsidiary”) thereby ceasing to be subsidiary of the Company , or in any manner as it may deem fit including consequent upon proposed Initial Public Offer including Pre-IPO Placement by the Material Subsidiary, which results (or could result) in the shareholding of the Company in its Material Subsidiary to be less than fifty percent (50%)."

RESOLVED FURTHER THAT any Director and/or any person(s) as authorized by the Board be and is hereby empowered and authorised to take such steps as may be necessary for obtaining approvals, statutory or otherwise, in relation to the above and to settle all matters arising out of and incidental thereto and to finalize, sign and execute deeds, applications, documents and writings, as may be required on behalf of the Company, and generally to do all such acts, deeds, matters and things as may be necessary, proper, expedient or incidental from time to time for giving effect to the above resolution.”

For and on behalf of Board of Directors

Sd/-

Raj Kapurchand Chandaria Chairman and Managing Director DIN:00037518

Place: Mumbai Dated: December 10, 2024

NOTES:

• 1) The Explanatory Statement and reasons for the proposed Resolution pursuant to Section 102 of the Companies Act, 2013 setting out all material facts are annexed hereunder and forms part of the Notice. Further, additional information as required under the Listing Regulations is enclosed.

• 2) In compliance with the MCA Circulars the Company is sending this Notice to the Members in electronic form only. Accordingly, the communication of assent or dissent of the Members would take place through remote e-voting system only. Please note that there will be no dispatch of physical copies of the Notice or Postal Ballot Forms to the Members of the Company and no physical ballot forms will be accepted.

• 3) A copy of this Notice is also available on the Company’s website at www.aegisindia.com, website 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 RTA’s website https://instavote.linkintime.co.in.

• 4) The Notice is being sent via email only to the Members of the Company, whose names appear in the Register of Members or the list of Beneficial Owners, as received from National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) (in demat form) and with RTA of the Company (in physical form) on Tuesday, December 10, 2024 (“ cut-off date ”). Voting rights shall be reckoned on the paid-up value of shares registered in the name of the Members as on the cut-off date. A person who is not a Member as on the cut-off date should treat this Notice of Postal Ballot for information purpose only.

• 5) In accordance with MCA Circulars, the Company had made necessary arrangements for the Members to register their email address including PAN, KYC details and Nomination:

Members who have not registered their e-mail addresses so far are requested to register the same so that they can receive all future communications from the Company electronically. Members are requested to intimate changes, if any, pertaining to their name, postal address, e-mail address, telephone/mobile numbers, Permanent Account Number (PAN), mandates, choice of nominations (optional), power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc as directed below:-

• a. For shares held in electronic form : to their Depository Participants (DPs).

• b. For shares held in physical form : to the Company/Registrar and Transfer Agent by submitting the relevant required documents viz; Forms ISR-1, ISR-2, ISR-3, SH-13, SH-14 pursuant to SEBI Master Circular dated May 7, 2024 and Circular dated June 10, 2024. The formats for updation of KYC details and Nomination are available on Registrar & Transfer Agent’s (Link Intime India Pvt. Ltd.) website at https://www.linkintime.co.in > Resources > Downloads > KYC > Formats for KYC. The above referred KYC documents and SEBI Circular is also available on the Company’s website at http://aegisindia.com/investor-information/#investor-downloads.

• 6) Members may please note that 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, claim from unclaimed suspense account, renewal/ exchange of securities certificate, endorsement, sub-division/splitting of securities certificate, consolidation of securities certificates/folio, transmission and transposition.

• 7) Accordingly, Members are requested to make service requests by submitting a duly filled and signed Form ISR–4/ISR-5 as applicable, the format of which is available on the website of the Company’s RTA at helpdesk@linkintime.co.in and on the Company’s website at www.aegisindia.com. It may be noted that any service request can be processed only after the folio is KYC Compliant.

• 8) The Members shall exercise their right to vote on the matters included in the Notice of Postal Ballot by electronic means i.e. through e-voting services provided by RTA. The remote e-voting period commences on Thursday, December 12,2024 at 09.00 A.M. IST and ends on Friday, January 10, 2025 at 05.00 P.M. IST. During this period, Members of the Company holding shares in physical or electronic form as on the cut-off-date may cast their vote electronically. The remote e-Voting module shall be disabled by RTA for voting thereafter. Once the vote on any Resolution is cast by the Members, the Members shall not be allowed to change it subsequently.

• 9) The Company has appointed Mr. Prasen Naithani, Company Secretary in whole time practice (Membership No. 3830) of M/s. Naithani & Associates, Practicing Company Secretaries to act as the Scrutinizer for conducting the Postal Ballot in a fair and transparent manner in accordance with the provisions of the Act and the Rules made thereunder.

• 10) The Scrutinizer will submit his report to the Chairman, or any other person authorised by him, after completion of scrutiny of the votes. The results of the voting by Postal Ballot (through remote e-voting process) along with the Scrutinizer’s report will be announced by the Chairman or person so authorized by him, on or before Tuesday, January 14, 2025 i.e. (two working days from the date of passing resolution).

• 11) The results of the Postal Ballot will be posted on the Company’s website at www.aegisindia.com and the website of RTA at https://instavote.linkintime.co.in and the same shall also be communicated to BSE Limited and the National Stock Exchange of India Limited, where the shares of the Company are listed.

12) INSTRUCTIONS FOR VOTING THROUGH ELECTRONIC MEANS:

Remote e-Voting Instructions for shareholders post change in the Login mechanism for Individual shareholders holding securities in demat mode, pursuant to SEBI circular dated December 9, 2020:

Login method for Individual shareholders holding securities in demat mode is given below:

Individual Shareholders holding securities in demat mode with NSDL:

METHOD 1 - If registered with NSDL IDeAS facility Users who have registered for NSDL IDeAS facility:

• a) Visit URL: https://eservices.nsdl.com and click on “Beneficial Owner” icon under “Login”.

• b) Enter user id and password. Post successful authentication, click on “Access to e-voting”.

• c) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

• OR

User who have not registered for NSDL IDeAS facility:

• a) To register, visit URL: https://eservices.nsdl.com and select “Register Online for IDeAS Portal” or click on https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp “

• b) Proceed with updating the required fields.

• c) Post registration, user will be provided with Login ID and password.

• d) After successful login, click on “Access to e-voting”.

• e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

METHOD 2 - By directly visiting the e-voting website of NSDL:

• a) Visit URL: https://www.evoting.nsdl.com/

• b) Click on the “Login” tab available under ‘Shareholder/Member’ section.

• c) Enter User ID (i.e., your sixteen-digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen.

• d) Post successful authentication, you will be re-directed to NSDL depository website wherein you can see “Access to e-voting”.

• e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

Individual Shareholders holding securities in demat mode with CDSL:

METHOD 1 – If registered with CDSL Easi/Easiest facility

Users who have registered for CDSL Easi/Easiest facility.

• a) Visit URL: https://web.cdslindia.com/myeasitoken/home/login or www.cdslindia.com.

• b) Click on New System Myeasi

• c) Login with user id and password

• d) After successful login, user will be able to see e-voting menu. The menu will have links of e-voting service providers i.e., LINKINTIME, for voting during the remote e-voting period.

• e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period. OR

Users who have not registered for CDSL Easi/Easiest facility.

a) To register, visit URL: https://web.cdslindia.com/myeasitoken/Registration/EasiRegistration

• b) Proceed with updating the required fields.

• c) Post registration, user will be provided Login ID and password.

• d) After successful login, user able to see e-voting menu.

• e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

METHOD 2 - By directly visiting the e-voting website of CDSL.

• a) Visit URL: https://www.cdslindia.com/

• b) Go to e-voting tab.

• c) Enter Demat Account Number (BO ID) and PAN No. and click on “Submit”.

• d) System will authenticate the user by sending OTP on registered Mobile and Email as recorded in Demat Account

• e) After successful authentication, click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

Individual Shareholders holding securities in demat mode with Depository Participant:

Individual shareholders can also login using the login credentials of your demat account through your depository participant registered with NSDL/CDSL for e-voting facility.

• a) Login to DP website

• b) After Successful login, members shall navigate through “e-voting” tab under Stocks option.

• c) Click on e-voting option, members will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-voting menu.

• d) After successful authentication, click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

Login method for Individual shareholders holding securities in physical form/ Non-Individual Shareholders holding securities in demat mode is given below:

Individual Shareholders of the company, holding shares in physical form / Non-Individual Shareholders holding securities in demat mode as on the cut-off date for e-voting may register for e-Voting facility of Link Intime as under:

1. Visit URL: https://instavote.linkintime.co.in

2. Click on “Sign Up” under ‘SHARE HOLDER’ tab and register with your following details: - A. User ID:

Shareholders holding shares in physical form shall provide Event No + Folio Number registered with the Company. Shareholders holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID; Shareholders holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID.

B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.

C. DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP / Company - in DD/MM/YYYY format)

D. Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your DP/Company.

* Shareholders holding shares in_ _physical form** but have not recorded ‘C’ and ‘D’, shall provide their Folio number in ‘D’ above

* Shareholders holding shares in_ _NSDL form** , shall provide ‘D’ above

Shareholders holding shares in_ _CDSL form* , shall provide ‘C’ or ‘D’ above

▶ Set the password of your choice (The password should contain minimum 8 characters, at least one special Character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter).

• Click “confirm” (Your password is now generated).

• Click on ‘Login’ under ‘SHARE HOLDER’ tab.

• Enter your User ID, Password, and Image Verification (CAPTCHA) Code and click on ‘Submit’.

Cast your vote electronically:

1. After successful login, you will be able to see the notification for e-voting. Select ‘View’ icon .

2. E-voting page will appear.

3. Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).

4. After selecting the desired option i.e. Favour / Against, click on ‘Submit’. A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.

Guidelines for Institutional shareholders (“Corporate Body/ Custodian/Mutual Fund”): STEP 1 – Registration

• a) Visit URL: https://instavote.linkintime.co.in

• b) Click on Sign up under “Corporate Body/ Custodian/Mutual Fund”

• c) Fill up your entity details and submit the form.

• d) A declaration form and organization ID is generated and sent to the Primary contact person email ID (which is filled at the time of sign up at Sr. No. 2 above). The said form is to be signed by the Authorised Signatory, Director, Company Secretary of the entity & stamped and sent to insta.vote@linkintime.co.in.

• e) Thereafter, Login credentials (User ID; Organisation ID; Password) will be sent to Primary contact person’s email ID.

• f) While first login, entity will be directed to change the password and login process is completed.

STEP 2 –Investor Mapping

• a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.

• b) Click on “Investor Mapping” tab under the Menu Section

• c) Map the Investor with the following details:

• a. ‘Investor ID’ -

  • i. Members holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID i.e., IN00000012345678

  • ii. Members holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID .

• b. ‘Investor’s Name - Enter full name of the entity.

• c. ‘Investor PAN’ - Enter your 10-digit PAN issued by Income Tax Department.

• d. ‘Power of Attorney’ - Attach Board resolution or Power of Attorney. File Name for the Board resolution/Power of Attorney shall be – DP ID and Client ID. Further, Custodians and Mutual Funds shall also upload specimen signature card.

• d) Click on Submit button and investor will be mapped now.

• e) The same can be viewed under the “Report Section”.

STEP 3 – Voting through remote e-voting.

The corporate shareholder can vote by two methods, once remote e-voting is activated:

METHOD 1 - VOTES ENTRY

• a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.

• b) Click on ‘Votes Entry’ tab under the Menu section.

• c) Enter Event No. for which you want to cast vote. Event No. will be available on the home page of Instavote before the start of remote evoting.

• d) Enter ‘16-digit Demat Account No.’ for which you want to cast vote.

• e) Refer the Resolution description and cast your vote by selecting your desired option 'Favour / Against' (If you wish to view the entire Resolution details, click on the ' View Resolution ' file link).

• f) After selecting the desired option i.e., Favour / Against, click on 'Submit'.

• g) A confirmation box will be displayed. If you wish to confirm your vote, click on 'Yes', else to change your vote, click on 'No' and accordingly modify your vote. (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

OR

VOTES UPLOAD:

• a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.

• b) You will be able to see the notification for e-voting in inbox.

• c) Select 'View' icon for ' Company’s Name / Event number '. E-voting page will appear.

• d) Download sample vote file from ‘Download Sample Vote File’ option.

• e) Cast your vote by selecting your desired option 'Favour / Against' in excel and upload the same under ‘Upload Vote File’ option.

• f) Click on ‘Submit’. ‘Data uploaded successfully’ message will be displayed. (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

Helpdesk:

Helpdesk for Individual shareholders holding securities in physical form/ Non-Individual Shareholders holding securities in demat mode:

Shareholders facing any technical issue in login may contact Link Intime INSTAVOTE helpdesk by sending a request at enotices@linkintime.co.in or contact on: - Tel: 022 – 4918 6000.

Helpdesk for Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode may contact the respective helpdesk 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 Individual Shareholders holding securities in demat mode with CDSL	Members facing any sending a request at - 2499 7000 Members facing any sending a request at no. 1800 22 55 33	technical issue in login can contact NSDL helpdesk by evoting@nsdl.co.in or call at : 022 - 4886 7000 and 022 technical issue in login can contact CDSL helpdesk by helpdesk.evoting@cdslindia.com or contact at toll free

Forgot Password:

Individual shareholders holding securities in physical form has forgotten the password:

If an Individual shareholder holding securities in physical form has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on the e-Voting website of Link Intime: https://instavote.linkintime.co.in

o Click on ‘Login’ under ‘SHARE HOLDER’ tab and further Click ‘forgot password?’ o Enter User ID, select Mode and Enter Image Verification code (CAPTCHA). Click on “SUBMIT”.

In case shareholders is having valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing the information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above. The password should contain a minimum of 8 characters, at least one special character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

User ID for Shareholders holding shares in Physical Form (i.e. Share Certificate): Your User ID is Event No + Folio Number registered with the Company User ID for Shareholders holding shares in NSDL demat account is 8 Character DP ID followed by 8 Digit Client ID User ID for Shareholders holding shares in CDSL demat account is 16 Digit Beneficiary ID.

Institutional shareholders (“Corporate Body/ Custodian/Mutual Fund”) has forgotten the password:

If a Non-Individual Shareholders holding securities in demat mode has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on the e-Voting website of Link Intime: https://instavote.linkintime.co.in

o Click on ‘Login’ under ‘Corporate Body/ Custodian/Mutual Fund’ tab and further Click ‘forgot password?’ o Enter User ID, Organization ID and Enter Image Verification code (CAPTCHA). Click on “SUBMIT”.

In case shareholders is having valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing the information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above. The password should contain a minimum of 8 characters, at least one special character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:

Shareholders who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned depository/ depository participants website.

• It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.

• During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular “Event”.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 AND SECRETARIAL - STANDARD ON GENERAL MEETINGS (SS 2)

Aegis Vopak Terminals Limited is a material subsidiary of the Company (hereinafter referred as “AVTL” or “Material Subsidiary”). AVTL intends to list its equity shares (“Equity Shares”) on one or more recognised stock exchanges to enable the shareholders to have a formal market place for dealing with the AVTL’s equity shares. The Object of the Issue of AVTL is repayment or prepayment of all or a portion of outstanding borrowings availed by AVTL, Funding capital expenditure towards contracted acquisition of the Cryogenic LPG Terminal at Mangalore and other General corporate purpose. For this purpose, it is intended to undertake an initial public offering (“IPO”) of the Equity Shares of the AVTL (“Issue”) including Pre-IPO Placement. The AVTL intends to undertake the Issue and list the Equity Shares at an opportune time in consultation with the book running lead managers (“BRLMs”) and other advisors in relation to the Issue and subject to Applicable Laws and regulatory approvals.

In view of the same, AVTL has filed the draft red herring prospectus dated 18[th] November, 2024 (“DRHP”) with the Securities and Exchange Board of India, BSE Limited and National Stock Exchange of India Limited on 19[th] November, 2024. The IPO shall comprise a fresh issue of equity shares of face value ₹ 10 each of AVTL (“Equity Shares”), for an amount aggregating up to ₹ 35,000 million (the “Issue”) including Pre-IPO Placement and will be undertaken subject to requisite approvals of authorities and market conditions.

Pursuant to the aforesaid Issue, AVTL will ceases to be subsidiary of the Company resulting in the dilution of the Company's shareholding in the Material Subsidiary to less than fifty percent (50%). However, no change in the AVTL’s management of its business is intended or expected pursuant to the Issue. The Company will continue to have management control over AVTL and further the accounts of the AVTL will continue to be consolidated with the Company.

Regulation 24(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“SEBI LODR”) provides that no company shall dispose-off shares in its material subsidiary (either on its own or together with other subsidiaries) to less than or equal to fifty percent or cease the exercise of control over the subsidiary without passing a special resolution in its general meeting, except in cases where such divestment is made under a scheme of arrangement duly approved by a Court/ National Company Law Tribunal.

Although, the Company is not disposing off any shares out of its existing shareholding in the Material Subsidiary, however, pursuant to the aforesaid fund raising activity by AVTL, as mentioned herein above, may result in dilution of the Company's shareholding in the Material Subsidiary to less than fifty percent (50%).

Therefore, in view of above, approval of the shareholders, by way of a special resolution is being sought in terms of Regulation 24(5) of the SEBI LODR and other applicable law, if any.

The Board hereby recommends resolution as set out for shareholder’s approval as special resolution.

None of the Directors/Key Managerial Personnel of the Company/their relatives are in any way, concerned or interested, financially or otherwise in the Special Resolution set out except to the extent to their shareholding in the Company, if any.

For and on behalf of Board of Directors

Sd/-

Raj Kapurchand Chandaria Chairman and Managing Director DIN:00037518

Place: Mumbai Dated: December 10, 2024