ASIAN ENERGY SERVICES LTD - Proxy Solicitation & Information Statement 2025

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Date: June 05, 2025

Date: June 05, 2025
To, The Listing Department, BSE Limited, Floor 25, P. J. Towers, Dalal Street, Mumbai 400 001	To, The Listing Department, National Stock Exchange of India Limited, Exchange Plaza, Plot No. C/1, G Block, Bandra Kurla Complex, Bandra (East), Mumbai 400 051
BSE Scrip Code: 530355	Trading Symbol: ASIANENE

Subject: Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 - Postal Ballot Notice.

Dear Sir/Madam,

We enclose herewith a copy of the Notice of Postal Ballot of Asian Energy Services Limited (‘the Company’) dated June 04, 2025, along with the Statement pursuant to the applicable provisions of the Companies Act, 2013 read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (‘Notice’), seeking approval of the members of the Company on the special businesses forming part of the Notice.

The Company is sending the Notice in electronic mode to all the Members whose names appear in the register of members/ beneficial owners received from the National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited as on May 30, 2025 (“Cut-off date”).

The Company has engaged the services of National Securities Depository Limited (“NSDL”) for providing E-voting facility to all its members. The e-voting period will commence on Friday, June 06, 2025 at 09.00 A.M. (IST) and will end on Saturday, July 05, 2025 at 05.00 P.M. (IST) .

The postal ballot notice will also be made available on the website of the Company at www.asianenergy.com and on the website of National Securities Depository Limited (“ NSDL ”) at www.evoting.nsdl.com.

Thanking you,

Yours faithfully,

For Asian Energy Services Limited

SHWETA Digitally signed by SHWETA VAIBHAV VAIBHAV JAIN Date: 2025.06.05 JAIN 15:31:39 +05'30' Shweta Jain Company Secretary & Compliance Officer Membership No.: 23368

Asian Energy Services Limited CIN: L23200MH1992PLC318353

3B, 3[rd] Floor, Omkar Esquare, Chunabhatti Signal, Eastern Express Highway, Sion (East), Mumbai - 400022 Phone +91 (22) 42441100 Fax +91 (22) 42441120 E-mail:[email protected] Web:https://www.asianenergy.com

Source to Solutions

Asian Energy Services Limited

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ASIAN ENERGY SERVICES LIMITED

CIN: L23200MH1992PLC318353

Regd. Office: 3B, 3rd Floor, Omkar Esquare, Chunabhatti Signal, Eastern Express Highway, Sion (East), Mumbai – 400022, Maharashtra, India Tel.: 022-42441100. Email: [email protected]; Website: www.asianenergy.com

NOTICE OF POSTAL BALLOT

[Pursuant to Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, each as amended]

Voting starts on	Voting ends on
Friday, June 06, 2025 at 9.00 A.M. (IST)	Saturday, July 05, 2025 at 5.00 P.M. (IST)

Dear Shareholder(s), Notice is hereby given that the resolutions set out hereunder is proposed for the approval of the shareholders of Asian Energy Services Limited (“ Company ”) by means of postal ballot through e-voting process (“ E-voting ”), pursuant to Section 110, Section 108 and other applicable provisions, if any, of the Companies Act, 2013 (“ the Act ”) read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, (" the Rules ”) including any statutory modifications or re-enactments thereof for the time being in force as amended from time to time, Secretarial Standard -2 on General Meetings issued by the Institute of Company Secretaries of India (“SS-2”) , read with General Circular No. 09/2024 dated 19[th] September 2024 issued by the Ministry of Corporate Affairs (“MCA”), in continuation to the circulars issued earlier in this regard (“MCA Circulars”) (including any statutory modification or re-enactment thereof for the time being in force, and as amended from time to time) and Regulation 44 along with other applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”) and pursuant to other applicable laws, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), Shareholders’ consent is sought for the proposal contained in the resolutions given in this Postal Ballot Notice. The Explanatory Statement pursuant to Section 102 and other applicable provisions of the Act, pertaining to the said resolutions setting out the material facts and the related particulars, is annexed hereto. The notice will also be placed on the website of the Company at www.asianenergy.com and the website of National Securities Depository Limited (“ NSDL ”) at www.evoting.nsdl.com. The Notice can also be accessed from the website of the stock exchanges i.e. BSE Limited (“ BSE ”) and National Stock Exchange of India Limited (“ NSE ”), collectively referred to as (“ Stock Exchanges ”) at www.bseindia.com and www.nseindia.com, respectively.

In compliance with the MCA Circulars, the business of the Postal Ballot shall be transacted through electronic voting system. Accordingly, in compliance with Regulation 44 of the Listing Regulations and the provisions of Section 108, 110 and other applicable provisions of the Act read with Rule 20 and 22 of the Rules, as amended from time to time, MCA Circulars and SS-2, the Company is pleased to provide to the Shareholders, (whether holding shares in physical or demat form) the facility to exercise their right to vote on the matter included in the notice of the Postal Ballot by electronic means i.e. through e-voting services provided by NSDL. The instructions for e-voting are appended in this Postal Ballot Notice.

Postal Ballot Notice - June 05, 2025

Asian Energy Services Limited

The Board of Directors of the Company, through its circular resolution dated May 28, 2025, have appointed Mr. Hemanshu Kapadia, proprietor, Hemanshu Kapadia & Associates, Practicing Company Secretaries or failing him Mrs. Pooja Jain, Partner, VPP & Associates, Practicing Company Secretaries as the “ Scrutinizer” for conducting the Postal Ballot, through e-voting process in accordance with law and in a fair and transparent manner. The Scrutinizer's decision on the validity of the Postal Ballot shall be final.

Please note that there will be no dispatch of physical copies of Notice or Postal Ballot forms to the shareholders of the Company and no physical ballot forms will be accepted.

The shareholders shall exercise their right to vote on the matter included in the notice of the Postal Ballot by electronic means i.e. through e-voting services provided by NSDL. The e-voting period will commence on Friday, June 06, 2025 at 09.00 A.M. (IST) and will end on Saturday, July 05, 2025 at 05.00 P.M. (IST) . Shareholders are requested to carefully read the instructions given in this Postal Ballot Notice and record their assent (FOR) or dissent (AGAINST) through the e-voting process not later than 05.00 P.M. (IST) on Saturday, July 05, 2025 . E- voting will be blocked by NSDL immediately thereafter and voting will not be allowed beyond the said date and time.

Upon completion of the scrutiny of the votes cast in a fair and transparent manner, the Scrutinizer will submit his/her report to the Chairman of the Company or in his absence, any Director/any other person authorised by the Board of Directors of the Company. The results of the e-voting by Postal Ballot (with the Scrutinizer’s report) will be announced by the Chairman of the Company or any Director/any other person authorized by the Board, on or before Tuesday, July 08, 2025 . The results of the Postal Ballot will be posted on the Company’s website at www.asianenergy.com and the website of NSDL at www.evoting.nsdl.com and will be displayed on the Notice Board of the Company at its Registered Office. The results will also be intimated to the Stock Exchanges at www.bseindia.com and www.nseindia.com.

In the event the draft resolution as set out in the notice is assented to by the requisite majority by means of e-voting, it shall be deemed to have been passed on the last date specified for remote e- voting i.e. Saturday, July 05, 2025 at 5.00 P.M. (IST).

SPECIAL BUSINESS:

1. To approve the payment of remuneration to Independent Directors of the Company, in accordance with Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015:

To consider and if thought fit, pass the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149, 197, 198 and other applicable provisions, if any, of the Companies Act, 2013, read with the applicable rules framed thereunder, Schedule V of the Act, and Regulation 17(6) and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s), amendment(s), or re-enactment(s) thereof), and based on the recommendation of the Nomination & Remuneration Committee and approval of Board of Directors of the Company, Consent of the Shareholders of the Company be and is hereby accorded for the payment of Rs. 5,00,000/- (Rupees Five Lakhs only) as remuneration payable individually to each of the Independent Directors of the Company for FY 2025-26 with in the overall limits prescribed under the Companies Act, 2013 and the SEBI Listing Regulations.

RESOLVED FURTHER THAT the total remuneration payable to all Non-Executive Directors in any financial year shall not exceed 1% (One percent) of the net profits of the Company, computed in accordance with Section 198 of the Companies Act, 2013, or such higher amount as may be approved by the shareholders from time to time.

Postal Ballot Notice - June 05, 2025

Asian Energy Services Limited

RESOLVED FURTHER THAT such remuneration shall be paid in such proportion and manner as may be determined by the Board of Directors of the Company (including any Committee thereof), and shall be in addition to the sitting fees and reimbursement of expenses incurred for participation in meetings of the Board and/or Committees.

RESOLVED FURTHER THAT any Director or the Company Secretary of the Company be and is hereby severally authorized to do all such acts, deeds, matters, and things as may be necessary or expedient to give effect to this resolution, including filing of necessary forms with the Registrar of Companies and making disclosures to stock exchanges as per applicable laws.”

2. To approve the payment of remuneration to Dr. Kapil Garg, in his capacity as Managing Director of the Company in excess of limits prescribed under of Regulation 17(6)(e)(i) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

To consider and if thought fit, pass the following resolution as Special Resolution:

“RESOLVED THAT pursuant to the provisions of Regulation 17(6)(e)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“Listing Regulations”), and Sections 196, 197, 198, 203, Schedule V and other applicable provisions, if any, of the Companies Act, 2013, including any statutory modifications or re-enactments thereof for the time being in force (“Act”), and the rules made thereunder, based on the recommendation of Nomination and remuneration committee, the Audit committee and approval of the board of Directors of the Company, consent of the shareholders of the Company be and is hereby accorded for the payment of remuneration to Dr. Kapil Garg (DIN: 01360843), in his capacity as Managing Director of the Company as stated in the explanatory statement annexed to the notice.

RESOLVED FURTHER THAT such remuneration may exceed the limits of 2.5% of the net profits of the Company or ₹5 crores per annum, whichever is higher, as specified under Regulation 17(6)(e)(i) of the Listing Regulations, and until the expiry of his current term which expires on May 31, 2026.

3. To approve material related party transaction for borrowings of upto Rs. 100 Crores from Oilmax Energy Private Limited, Holding Company:

To consider and, if thought fit, pass the following resolution as an Ordinary Resolution:

Postal Ballot Notice - June 05, 2025

Asian Energy Services Limited

Company be and is hereby accorded to the Company to enter into and / or continue the related party transaction(s) / contract(s) / arrangement(s) / agreement(s) (in terms of Regulation 2(1)(zc)(i) of the Listing Regulations) with Oilmax Energy Private Limited as more specifically set out in Annexure B and in the explanatory statement to this resolution on the material terms & conditions set out therein.

RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as ‘Board’ which term shall be deemed to include the Audit Committee of the Board and any duly constituted committee empowered to exercise its powers including powers conferred under this resolution) be and is hereby authorised to do all such acts, deeds, matters and things as it may deem fit in its absolute discretion and to take all such steps as may be required in this connection including finalizing and executing necessary contract(s), arrangement(s), agreement(s) and such other documents as may be required, seeking all necessary approvals to give effect to this resolution, for and on behalf of the Company, to delegate all or any of its powers conferred under this resolution to any Director or Key Managerial Personnel or any officer / executive of the Company and to resolve all such issues, questions, difficulties or doubts whatsoever that may arise in this regard and all action(s) taken by the Company in connection with any matter referred to or contemplated in this resolution, be and are hereby approved, ratified and confirmed in all respects.”

4. To approve material related party transaction of the Company with Oilmax Energy Private Limited for Tiphuk Block, located in the state of Assam:

To consider and if thought fit, pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Regulation 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (“ Listing Regulations” ), Section 188 and other applicable provisions of the Companies Act, 2013 (“Act”) read with rules made thereunder, other applicable laws / statutory provisions, if any, (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the Company’s Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions and basis the approval of the Audit Committee and recommendation of the Board of Directors of the Company, approval of the shareholders of the Company be and is hereby accorded to the Company to enter into and / or continue the related party transaction(s) / contract(s) / arrangement(s) / agreement(s) (in terms of Regulation 2(1)(zc)(i) of the Listing Regulations) with Oilmax Energy Private Limited, the holding company, as more specifically set out in Annexure B and in the explanatory statement to this resolution on the material terms & conditions set out therein;

Postal Ballot Notice - June 05, 2025

Asian Energy Services Limited

5. To approve material related party transaction of the Company with Oilmax Energy Private Limited for Duarmara Block, located in the state of Assam:

To consider and if thought fit, pass the following resolution as an Ordinary Resolution:

6. To approve material related party transaction with Oilmax Energy Private Limited for silica sand extraction in Chaptari-Pujeli, Tehsil Purola, Uttarkashi District in the state of Uttarakhand:

To consider and if thought fit, pass the following resolution as an Ordinary Resolution :

“RESOLVED THAT pursuant to the provisions of Regulation 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (“ Listing Regulations ”), Section 188 and other applicable provisions of the Companies Act, 2013 (“ Act ”) read with rules made thereunder, other applicable laws / statutory provisions, if any, (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the Company’s Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions and basis the approval of the Audit Committee and recommendation of the Board of Directors of the Company, approval of the shareholders of the Company be and is hereby accorded to the Company to enter into and / or continue the related party transaction(s) / contract(s) / arrangement(s) / agreement(s) (in terms of Regulation 2(1)(zc)(i) of the Listing Regulations) with Oilmax Energy Private Limited, the holding company, as more specifically set out in Annexure B and in the explanatory statement to this resolution on the material terms & conditions set out therein;

Postal Ballot Notice - June 05, 2025

Asian Energy Services Limited

7. Approval of Asian Energy Services Limited - Employee Stock Option Plan 2025 (“AESL ESOP 2025”):

To consider and if thought fit, pass the following resolution as a Special Resolution :

“RESOLVED THAT pursuant to the provisions of Section 62(1)(b) and all other applicable provisions, if any, of the Companies Act, 2013 read with Rules framed there under (including any statutory modification(s) or re- enactment(s) thereof for the time being in force), the Memorandum and Articles of Association of the Company, the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended from time to time (hereinafter referred to as “SEBI SBEB&SE Regulations”), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (hereinafter referred to as “SEBI Listing Regulations”), the circulars/ guidelines issued by the Securities and Exchange Board of India (‘SEBI’), the provisions of the Foreign Exchange Management Act, 1999 (the “FEMA”) and such other rules, regulations, notifications, guidelines and laws as may be applicable in this regard, from time to time and subject to such approvals, consents, permissions, sanctions, as may be necessary and such conditions and modifications as may be prescribed or imposed while granting such approvals, permissions and which may be agreed to and accepted by the Board of Directors (hereinafter referred to as the “Board” which term shall be deemed to include any Committee thereof, including the ESOP Compensation Committee (“ECC”) constituted by the Board, for the time being exercising the powers conferred on the Board, including the powers conferred by this resolution), approval and the consent of the shareholders of the Company be and is hereby accorded to introduce and implement “Asian Energy Services Limited - Employee Stock Option Plan 2025” (“AESL ESOP 2025”/ “Scheme”/ “Plan”) and to create, offer and grant from time to time, in one or more tranches, not exceeding 9,00,000 (Nine Lakhs) Employee Stock Options (“ESOPs”/ “Option(s)”), and authorising the Board of Directors of the Company (hereinafter referred to as the ‘Board’, which term shall be deemed to include any Committee, including the ESOP Compensation Committee, which the Board has constituted to exercise its powers including the powers conferred by this resolution and Regulation 5 of the SBEB&SE Regulations and SEBI Listing Regulations to exercise its powers including the powers conferred by this resolution to adopt and implement the AESL ESOP 2025, the salient features of which are furnished in the Explanatory Statement.

Postal Ballot Notice - June 05, 2025

Asian Energy Services Limited

RESOLVED FURTHER THAT consent be and is hereby accorded to the Board to create, offer, issue, grant and allot from time to time, in one or more tranches, not exceeding 9,00,000 (Nine Lakhs) employee stock options (‘Options’) to the eligible employees of the Company and/or its existing or future group company(ies) including subsidiary company(ies) and/or associate company(ies) of the Company, exclusively working in India or outside[other than employee who is a promoter or person belonging to the promoter group of the Company, Independent Directors and Director(s) holding directly or indirectly more than 10% of the outstanding equity shares of the Company], as determined in terms of the Plan, exercisable into not more than 9,00,000 (Nine Lakhs) fully paidup equity shares in the Company in aggregate of face value of Rs. 10 (Rupee Ten only) each, on such terms and in such manner as the Board may decide in accordance with the provisions of the applicable laws and as per the terms of AESL ESOP 2025.

RESOLVED FURTHER THAT the equity shares so issued and allotted as mentioned hereinbefore shall rank pari passu with the existing equity shares of the Company.

RESOLVED FURTHER THAT in case of any corporate action(s) such as rights issues, bonus issues, merger and sale of division or other re-organisation, split, change in capital structure of the Company, as applicable from time to time, if any additional Options are granted or equity shares are issued by the Company to the grantees for the purpose of making a fair and reasonable adjustment to the Options granted earlier, the ceiling of total number of Options and equity shares specified above shall be deemed to be increased to the extent of such additional Options granted or equity shares issued.

RESOLVED FURTHER THAT in case the equity shares of the Company are either sub-divided or consolidated, then the number of equity shares to be allotted and the price of acquisition payable by the grantees under the Plan shall automatically stand reduced or augmented, as the case may be, in the same proportion as the face value per equity share shall bear to the revised face value of the equity shares of the Company after such subdivision or consolidation, without affecting any other rights or obligations of the employees who have been granted Options under the AESL ESOP 2025 and the ceiling in terms of number of shares specified above shall be deemed to be adjusted accordingly.

RESOLVED FURTHER THAT the Board be and is hereby authorised to take requisite steps for listing of the equity shares allotted under the Plan on the stock exchanges where the equity shares of the Company are listed in due compliance with SBEB & SE Regulations, SEBI Listing Regulations and other applicable laws.

RESOLVED FURTHER THAT the Company shall conform to the accounting policies prescribed from time to time under the SBEB & SE Regulations, SEBI Listing Regulations and any other applicable laws and regulations to the extent relevant and applicable to the Plan.

RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, deeds and things, as it may, in its absolute discretion, deem necessary including authorising or directing to appoint merchant bankers, brokers, solicitors, registrars, compliance officer, investors service centre and other advisors, consultants or representatives, being incidental to the effective implementation and administration of the Plan as also to make applications to the appropriate authorities, parties and the institutions for their requisite approvals and all other documents required to be filed in the above connection and to settle all such questions, difficulties or doubts whatsoever which may arise and take all such steps and decisions in this regard.

Postal Ballot Notice - June 05, 2025

Asian Energy Services Limited

RESOLVED FURTHER THAT the Board be and is hereby authorised to modify, change, vary, alter, amend, suspend or terminate the Plan at any time subject to compliance with applicable laws and regulations and further subject to consent of the Shareholders by way of a special resolution to the extent required under SBEB & SE Regulations and to do all such acts, deeds, matters and things as it may deem fit at its absolute discretion for such purpose and also to settle any issues, questions, difficulties or doubts that may arise in this regard and further to execute all such documents, writings and to give such directions and/or instructions as may be necessary or expedient to give effect to such modification, change, variation, alteration, amendment, suspension or termination of the Plan and do all other things incidental and ancillary thereto in conformity with the provisions of the Act, SBEB & SE Regulations, the relevant provisions of the Memorandum and Articles of Association of the Company and any other applicable laws in force.”

8. Approval for extension of Asian Energy Services Limited - Employee Stock Option Plan 2025(“AESL ESOP 2025”) to the employees of group company including existing and future subsidiary company(ies), of associate company and of holding company, whether in India or outside India:

To consider and if thought fit, pass the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 62(1)(b) and all other applicable provisions, if any, of the Companies Act, 2013 read with Rules framed there under (including any statutory modification(s) or re- enactment(s) thereof for the time being in force), the Memorandum and Articles of Association of the Company, the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended from time to time (hereinafter referred to as “SEBI SBEB & SE Regulations”), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (hereinafter referred to as “SEBI Listing Regulations”), the circulars/ guidelines issued by the Securities and Exchange Board of India (‘SEBI’), the provisions of the Foreign Exchange Management Act, 1999 (the “FEMA”) and such other rules, regulations, notifications, guidelines and laws as may be applicable in this regard, from time to time and subject to such approvals, consents, permissions, sanctions, as may be necessary and such conditions and modifications as may be prescribed or imposed while granting such approvals, permissions and which may be agreed to and accepted by the Board of Directors (hereinafter referred to as the “Board” which term shall be deemed to include any Committee thereof, including the ESOP Compensation Committee (“ECC”) constituted by the Board, for the time being exercising the powers conferred on the Board, including the powers conferred by this resolution), approval and the consent of the shareholders of the Company be and is hereby accorded to extend the benefits of Asian Energy Services Limited - Employee Stock Option Plan 2025 (“AESL ESOP 2025”) to the employees including any director, whether whole time or otherwise including a non-executive director who is not a promoter or member of the promoter group (other than promoters and promoter group of the Company, independent directors and directors holding directly or indirectly more than 10% of the outstanding equity shares of the Company) of group company including existing and future subsidiary company(ies), of associate company and of holding company, whether in India or outside India and exclusively working in India or outside India (hereinafter referred to as an “Employee(s)”), within the overall celling limit of 9,00,000 (Nine Lakhs) Employee Stock Options (“ESOPs”/ “Option(s)”) exercisable into not more than 9,00,000 (Nine Lakhs) fully paid-up equity shares in the Company in aggregate of face value of Rs. 10/- (Rupees Ten) each under the AESL ESOP 2025.

Postal Ballot Notice - June 05, 2025

Asian Energy Services Limited

RESOLVED FURTHER THAT the Board be and is hereby authorised on behalf of the Company to do all such acts, deeds, matters and things as it may in its absolute discretion deem expedient and to settle any questions, difficulties or doubts that may arise with respect to the above matter without requiring the Board to secure any further consent or approval of the shareholders of the Company and the Board be and is hereby further authorised to nominate one or more representatives of the Company to execute such further deeds, documents and writings that may be considered necessary and to carry out any or all activities that the Board is empowered to do for the purpose of giving effect to this resolution.”

9. Approval for grant of stock options equal to or exceeding 1% of issued share capital to identified employees of the Company during any one year:

To consider and if thought fit, pass the following resolution as a Special resolution:

“RESOLVED THAT pursuant to the provisions of Section 62(1)(b) and other applicable provisions, if any, of the Companies Act, 2013 read with rules framed thereunder, relevant provisions of the Regulation 6 of the Securities and Exchange Board of India (Share Based Employee Benefits & Sweat Equity) Regulations, 2021 and any circulars/ notifications/ guidance/ frequently asked questions issued thereunder, as amended from time to time (collectively referred as “SBEB & SE Regulations”), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (“SEBI Listing Regulations”), the provisions of any regulations/ guidelines prescribed by the Securities and Exchange Board of India (“SEBI”), the provisions of any other applicable laws and regulations (including any amendment thereto or modification(s) or re-enactment(s) thereof from time to time), the relevant provisions of the Memorandum and Articles of Association of the Company, and subject to any applicable approval(s), permission(s) and sanction(s) of any authorities and further subject to any condition(s) and modification(s) as may be prescribed or imposed by such authorities while granting such approval(s), permission(s) and sanction(s), the consent of the shareholders of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall be deemed to include any committee, including the ESOP Compensation Committee which the Board has constituted to exercise its powers, including the powers, conferred by this resolution) to create, offer and grant from time to time, in one or more tranches, such number of employee stock options under the ‘AESL Employee Stock Option Plan 2025’ (“AESL ESOP 2025 Plan”) equal to or exceeding 1% (one percent) of the issued share capital of the Company (excluding outstanding warrants and conversions), during any financial year to identified present or future employees exclusively working in India or outside, a Director of the company, whether a Whole-time Director or not, including a Non-Executive Director [other than employee/Director who is a promoter or person belonging to the promoter group of the Company, Independent Directors and Director(s) who either himself or through his relative or through anybody corporate, holding directly or indirectly more than 10% of the outstanding equity shares of the Company] and selected by the Board in its sole and absolute discretion (“Identified Employees”), as may be determined by ESOP Compensation Committee from time to time.

RESOLVED FURTHER THAT the ESOP Compensation Committee of the Company be and is hereby authorized to issue letter of grant and do all such acts, deeds and things for and on behalf of the Company as may be necessary for granting options to the Identified Employees of the Company.”

Postal Ballot Notice - June 05, 2025

Asian Energy Services Limited

10.Approval for grant of stock options equal to or exceeding 1% of issued share capital to identified employees of the existing and future holding, subsidiary(ies), and associate companies of the Company during any one year:

To consider and if thought fit, pass the following resolution as a Special resolution:

“RESOLVED THAT pursuant to the applicable provisions of the Companies Act, 2013 (“ the Act ”) (including any statutory modifications or re-enactment thereof) read with the rules made there under, the Memorandum and Articles of Association of the Company, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ SEBI Listing Regulations”) as amended, the Securities and Exchange Board of India (Share Based Employee Benefits And Sweat Equity) Regulations, 2021 (“ SBEB & SE Regulations ”) as amended, issued by the Securities and Exchange Board of India (“ SEBI ”) and subject to such other approvals, permissions and sanctions as may be necessary from time to time and subject to such conditions and modifications as may be prescribed or imposed while granting such approvals, permission, the Shareholders of the Company be and hereby accords its approval to grant options under the Asian Energy Services Limited Employee Stock Option Plan – 2025 (“ AESL ESOP -2025 Plan ”) equal to or exceeding 1% (one percent) of the issued share capital of the Company (excluding outstanding warrants and conversions), during any financial year to identified present or future employees exclusively working in India or outside, a Director, whether a Whole-time Director or not, including a Non-Executive Director [other than employee/Director who is a promoter or person belonging to the promoter group of the Company, Independent Directors and Director(s) who either himself or through his relative or through any body corporate, holding directly or indirectly more than 10% of the outstanding equity shares of the Company] of group company including existing and future subsidiary company(ies), of associate company and of holding company and selected by the Board in its sole and absolute discretion (“Identified Employees”), as may be determined by ESOP Compensation Committee from time to time.

RESOLVED FURTHER THAT that the ESOP Compensation Committee of the Company be and is hereby authorized to issue letter of grant and do all such acts, deeds and things for and on behalf of the Company as may be necessary for granting options to the above-mentioned Identified Employees.”

11.Appointment of Mr. Parikshit Datta (DIN: 06377749) as a Non-Executive Non-Independent Director of the Company:

To consider and if thought fit, pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013 (the ‘Act’), the Companies (Appointment and Qualification of Directors) Rules, 2014, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or amendment(s) or reenactment(s) thereof for the time being in force) and the Articles of Association of the Company and based on the recommendation made by the Nomination and Remuneration Committee of the Company, and the Board of Directors of the Company, Mr. Parikshit Datta (DIN: 06377749) who was appointed as an Additional Director (Non-Executive Non-Independent) of the Company in terms of Section 161 of the Act with effect from May 28, 2025 be and is hereby approved as a Director of the Company, whose office shall be liable to retire by rotation.

Postal Ballot Notice - June 05, 2025

Asian Energy Services Limited

RESOLVED FURTHER THAT the Board of Directors and/or Key Managerial Personnel of the Company be and is hereby severally authorised to do all such acts, deeds, matters and things and take all such steps as may be necessary, proper, desirable or expedient to give effect to this resolution.”

By order of the Board, For Asian Energy Services Limited

Sd/Shweta Jain Company Secretary & Compliance Officer Membership No.: 23368

Date: June 05, 2025 Place: Mumbai

Postal Ballot Notice - June 05, 2025

Asian Energy Services Limited

NOTES:

a) The Explanatory Statement pursuant to the provisions of Section 102 and Section 110 of the Act read with Rule 22 of the Rules, SS-2 and Listing Regulations, setting out the material facts relating to the aforesaid Resolutions, additional information and the reasons thereof is annexed hereto and forms part of this Notice.
b) In compliance with the MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those Shareholders whose e-mail addresses are registered with the Company/Depositories and to all shareholders whose names appear on the Register of Shareholders / List of Beneficial Owners as on May 30, 2025 as received from the Depositories. The MCA vide the MCA Circulars, has permitted Companies to conduct the Postal Ballot by sending the Notice in electronic form only. Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope will not be sent to the Shareholders for this Postal Ballot. The communication of the assent or dissent of the Shareholders would take place through the process of remote e-voting only. In compliance with the provisions of Sections 108 and 110 of the Act and Rules made thereunder and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has provided the facility to the Shareholders to exercise their votes electronically through remote e-voting facility provided by National Securities Depository Limited (NSDL). The instructions for remote e-voting are provided hereinafter. The same will also be available on the Company’s website at www.asianenergy.com, websites of the Stock Exchanges at www.bseindia.com and www.nseindia.com and on the website of NSDL at www.evoting.nsdl.com.

- Process and manner for voting electronically using NSDL e Voting system

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.

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Type of shareholders Login Method
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ogin method for Individual shareholders holding securities in demat mode is given below:	ogin method for Individual shareholders holding securities in demat mode is given below:
Type of shareholders 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 or e-Voting service provider i.e. NSDLand you will be re-

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	2. 3. 4.	directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 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.j sp 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 ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. Shareholders/Members can also download NSDL Mobile App “NSDL Speed” facility by scanning the QR code mentioned below for seamless voting experience.
Individual Shareholders holding securities in demat mode with CDSL	1. 2.	Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made 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. 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

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	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 onwww.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.
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.

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 onwww.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.

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: Shareholders 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		Shareholders facing any technical issue in login can contact NSDL helpdesk by sending a request [email protected] or call at 022 - 4886 7000 and 022 - 2499 7000
Individual Shareholders holding securities in demat mode with CDSL		Shareholders facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at toll free no. 1800 22 55 33

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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?

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/Members’ section.
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.
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.
Your User ID details are given below:

5.	Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
	a) For Shareholders 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 Shareholders 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
	c) For Shareholders holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001
	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. 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’.

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

If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:
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.
b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
d) Shareholders can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
Now, you will have to click on “Login” button.
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?

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.
Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.
Now you are ready for e-Voting as the Voting page opens.
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.
Upon confirmation, the message “Vote cast successfully” will be displayed.
You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

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 [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

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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.
In case of any queries, 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 : 022 - 4886 7000 and 022 - 2499 7000 or send a request to Mr. Abhijeet Gunjal, Assistant Manager at [email protected]

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 resolutions set out in this notice :

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 [email protected].
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 [email protected]. If you are an Individual shareholder 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 for Individual shareholders holding securities in demat mode .

Alternatively, shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
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.

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EXPLANATORY STATEMENT [PURSUANT TO SECTION 102(1) AND 110 OF THE COMPANIES ACT, 2013]

Item No. 1

To approve the payment of remuneration to Independent Directors of the Company in accordance with Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015:

In view of the enhanced Corporate Governance requirements under the Companies Act, 2013 (“the Act”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) the roles and responsibilities of the Board, particularly Independent Directors have become more arduous, requiring greater time commitments, attention and a higher level of oversight. Accordingly, the Nomination and Remuneration Committee and the Board of Directors of the Company at their respective meetings held on Friday, May 16, 2025, approved and further recommended for approval of the Shareholders of the Company, for payment as remuneration of Rs. 5,00,000 (Rupees Five Lakhs Only) individually to each of the Independent Directors of the Company for FY 2025-26 in accordance with the limits prescribed under Section 197 of the Companies Act, 2013 and Regulation 17(6) of the SEBI Listing Regulations.

Regulation 17(6) of the Listing Regulations authorises the Board of Directors to recommend all fees and compensation, if any, paid to Non-Executive Directors including Independent Director, and the same would require approval of shareholders in general meeting. The quantum of remuneration payable to all or some of the Non-Executive Directors shall be fixed and decided by the Board of Directors after considering the recommendations of the Nomination and Remuneration Committee, taking into consideration parameters such as attendance at Board and Committee meetings, contribution at or other than at meetings, etc. in accordance with the directions given by the Board as prescribed under the Nomination and Remuneration Policy of the Company.

The aforesaid remuneration is exclusive of the fees payable to the Non-Executive Directors for attending the meetings of the Board or Committees thereof or for any other purpose whatsoever as may be decided by the Board of Directors and reimbursement of expenses for participation in the Board and other meetings.

The Board, recommends passing of this Ordinary Resolution as set out at Item No. 1 of this notice, for your approval. Except all Independent Directors of the Company to the extent of remuneration that may be received by them, None of the Directors and/ or Key Managerial Personnel of the Company and/or their respective relatives are concerned or interested either directly or indirectly, except to the extent of their respective shareholding in the Company, if any, in the Resolution mentioned at Item No. 1 of the Notice.

The Board recommends the passing of this resolution at Item No. 1 of the accompanying Notice for approval of the shareholders of the Company by way of Ordinary Resolution.

Item No. 2

To approve the payment of remuneration to Dr. Kapil Garg, in his capacity as Managing Director of the Company in excess of limits prescribed under of Regulation 17(6)(e)(i) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

As per Regulation 17(6)(e)(i) of the SEBI (LODR) Regulations, 2015 (“ Listing Regulations ”), the remuneration payable to executive directors who are promoters or members of the promoter group, shall be subject to the approval of the shareholders by way of a Special Resolution if the annual remuneration payable to such executive director exceeds Rs.5 crores or 2.5% of the net profits of the Company, whichever is higher. The proposed remuneration of Dr. Kapil Garg, in his capacity as

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Managing Director of the Company, may exceed 2.5 % of the net profit of the Company or Rs.5 Crores, being higher of the limits prescribed in Regulation 17(6)(e)(i) of SEBI (LODR) Regulations, 2015.

Dr. Kapil Garg has been instrumental in driving the Company’s strategic growth and operational efficiency. His leadership has led to consistent improvements in financial performance of the Company. Further, he continues to create significant value and steer the Company towards growth and expansion. The proposed continuation of remuneration is commensurate with his contributions and is in the best interest of the Company.

In view of the above, the Board on recommendation of the Nomination and Remuneration Committee and the Audit Committee respectively, have approved continuation of payment of remuneration to Dr. Kapil Garg as per existing terms and conditions already in force, pursuant to the approval of shareholders accorded by Special Resolution through postal ballot dated July 30, 2023, the result of which was announced on August 01, 2023 notwithstanding the limits prescribed in Regulation 17(6)(e)(i) as mentioned above, until the expiry of his current term ending on May 31, 2026.

Dr. Kapil Garg is interested in the above resolution. Since Dr. Kapil Garg is part of the promoter group of the Company, their relatives may be deemed to be concerned or interested in the above resolution. None of the other directors and key managerial personnel or their relatives, except Mr. Aman Garg (Non-Executive Director) are related to Dr. Kapil Garg, as envisaged under the Companies Act, 2013, therefore, they are not concerned or interested, financially or otherwise, in the above resolution.

The Board recommends the passing of this resolution at Item No. 2 of the accompanying Notice for approval of the shareholders of the Company by way of Special Resolution.

The disclosures as required in terms of Regulation 36 of the SEBI Listing Regulations and Secretarial Standards-2 including Dr. Kapil Garg’s profile are provided at Annexure A to this Notice.

Background and context for Resolution Item Nos. 3, 4, 5 and 6

Provisions of Regulation 23(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( “Listing Regulations” ), inter alia states that, all Material Related Party Transactions (‘RPT’) and subsequent material modifications thereto as defined by the Audit Committee of the Company, shall require prior approval of the shareholders by means of an ordinary resolution, even if such transaction(s) are in the ordinary course of business and at an arm’s length basis.

Further, as per SEBI Listing Regulations, a transaction with a related party shall be considered to be material, if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceeds rupees one thousand crore or 10% of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity, whichever is lower.

As per provisions of the Companies Act, 2013 and SEBI Listing Regulations, Oilmax Energy Private Limited ( “Oilmax” ) being the parent entity is a related party. Accordingly, the transactions mentioned in items 3, 4, 5 & 6 are considered as material related party transactions.

The Audit Committee and the Board of Directors of the Company have reviewed and approved the proposed transactions, and have confirmed that it is in the best interest of the Company, is at arm’s length, and in the ordinary course of business. The monetary value and other information about the proposed transactions are explained in detail in Annexure B to the explanatory statement.

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Item 3: To approve material related party transaction for borrowing of upto Rs. 100 Crores from Oilmax Energy Private Limited, Holding Company:

In order to meet its business expansion needs, working capital requirements, and potential acquisitions, the Company proposes to borrow funds up to an aggregate amount of INR 100 crores (Rupees One Hundred Crores only) from its Holding Company, Oilmax Energy Private Limited, on such terms and conditions as may be mutually agreed between the parties, including interest rate, tenure, repayment schedule, security, etc.

Item 4 & 5: Oilmax holds:

80% Participating Interest (“PI”) and is the operator in the block AA/ONDSF/TIPHUK/2021 ("Tiphuk Block") and,
holds 50% PI as a joint operator in the block AA/ONDSF/DUARMARA/2016 (“Duarmara Block”), both located in the state of Assam.

Both Tiphuk and Duarmara Blocks are expected to commence production in the near future. In preparation for the operational phase, Oilmax and its partners are initiating the award of contracts for operations and maintenance (O&M) and related services, including but not limited to Drilling of new wells, Sidetrack and workover operations of existing wells Construction of production facilities Other Related O&M services.

AESL, with its significant industry expertise and established track record in providing O&M and oilfield services, has been identified as a qualified contractor and is participating in the bidding/selection process initiated by Oilmax and its partners.

Item No 6: To consider and approve related party transaction with Oilmax Energy Private Limited for silica sand extraction in Chaptari-Pujeli, Tehsil Purola, Uttarkashi District in the state of Uttarakhand:

Oilmax has recently been awarded a 25-year mining lease for silica sand extraction in Chaptari-Pujeli, Tehsil Purola, District Uttarkashi, covering an area of approximately 15.783 hectares. The lease has been granted by the Secretary, Mining, Government of Uttarakhand / Directorate of Geology and Mining, Dehradun, following a successful competitive bidding process where Oilmax emerged as the highest bidder.

To operationalize the mining lease, Oilmax intends to award contracts for Mine Development and Operations (“MDO”) and other related services to qualified third-party service providers. AESL, which possesses relevant experience and technical expertise in mine development and operations, has been shortlisted as one of the contractors eligible to participate in the bidding process.

As a result, the Company has entered into /will enter into transactions / contract(s) / agreement(s) / arrangement(s) for items 3, 4, 5 and 6 with related parties in terms of Regulation 2(1) (zc)(i) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).

Except Dr. Kapil Garg and Mr. Parikshit Datta, who are also Directors in Oilmax Energy Private Limited and their relatives, no other Directors and/or Key Managerial Personnel(s) and/or their respective relatives, except Mr. Aman Garg (Non-Executive Director) are directly or indirectly concerned or interested, financial or otherwise in item nos. 3, 4, 5 & 6 except to the extent of their shareholding if any.

As per the provisions of Regulation 23(4) of the SEBI LODR Regulations, no related party shall vote to approve such resolutions whether the entity is a related party to the particular transaction or not.

The Board recommends the resolutions as set out at Item Nos. 3, 4, 5 & 6 of the accompanying notice for approval of the shareholders of the Company by way of Ordinary Resolution.

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Item No. 7, 8, 9 & 10

Equity based compensation is an integral part of employee compensation across sectors which enables alignment of personal goals of the employees with organizational objectives by participating in the ownership of the Company through stock based incentive plan. The Company recognises that employees are the most valuable resource and their steadfast commitment and highly motivated performance is instrumental in sustained growth of the Company. It is therefore essential to attract and retain talent to ensure long-term commitment to the company to contribute to the growth and development of the company.

The Company believes in rewarding its employees including directors of the Company as well as of its group company including existing and future subsidiary company(ies), of its associate company and of its holding company for their continuous hard work, dedication and support, which has led the Company and/or holding company and/or existing and future subsidiary company(ies) on the growth path. The Company intends to implement Asian Energy Services Limited - Employee Stock Option Plan 2025 (“AESL ESOP 2025”) with a view to attract and retain business critical and high potential employees of the Company and of its group company including existing and future subsidiary company(ies), of its associate company and of its holding company by way of rewarding their performance and motivate them to contribute to the overall corporate growth and profitability.

The Company seeks shareholders’ approval in respect of AESL ESOP 2025 and grant of Options to the eligible employees of the Company and its group company including existing and future subsidiary company(ies), of its associate company and of its holding company as decided by the Board/ECC from time to time in compliance of the SEBI SBEB & SE Regulations.

The main features of the AESL ESOP 2025 are as under:

1. Brief Description of the Scheme – AESL ESOP 2025:

The “Asian Energy Services Limited - Employee Stock Option Plan 2025”(“ AESL ESOP 2025”/ “Scheme”/“Plan” ) provides for grant of stock options to such persons who are in permanent employment of the Company and of its group company including existing and future subsidiary company(ies), of its associate company and of its holding company, whether in India or outside India, including any director, whether whole time or otherwise including a non-executive director (other than promoters and promoter group of the Company, independent directors and directors holding directly or indirectly more than 10% of the outstanding equity shares of the Company).

2. Total number of Options to be granted:

The aggregate number of stock Options to be granted under the plan shall not exceed 9,00,000 (Nine Lakhs) Employee Stock Options (“ESOPs”/ “Option(s)”), exercisable into not more than 9,00,000 (Nine Lakhs) fully paid-up equity shares of the Company in aggregate of face value of Rs. 10/- (Rupees Ten) each. Securities and Exchange Board of India (Share based Employee Benefits and Sweat Equity) Regulations, 2021, require that in case of any corporate action(s) such as rights issues, bonus issues, split, merger and sale of division and others, a fair and reasonable adjustment needs to be made to the options granted. Accordingly, the abovementioned limit of maximum number of options to be granted under the Scheme shall automatically include within its ambit, such expansion or reduction as taken place on account of corporate action(s) including issue of bonus shares, split, rights issue, buy-back or scheme of arrangement.

3. Identification of classes of employees entitled to participate in the Scheme:

Following classes of employees are entitled to participate in AESL ESOP 2025:

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a. an employee as designated by the Company who is exclusively working in India or outside India; or
b. a director of the Company, whether a whole time director or not, including a nonexecutive director who is not a promoter or member of the promoter group, but excluding an independent director; or
c. an employee as defined in clause (a) or (b) of group companies including existing and future subsidiary of the Company and of associate company of the Company and holding company of the Company, in India or outside India; or
d. An identified employee of the Company, the existing and future holding, subsidiary(ies) and associate Company(ies) during any one year - options equal to or exceeding 1% of issued share capital (excluding outstanding warrants and conversions).

but does not include:

a. an employee who is a promoter or a person belonging to the promoter group; or b. a director who either himself or through his relative or through any body corporate, directly or indirectly, holds more than ten per cent of the outstanding Equity Shares of the company.

The Employees to whom the Options shall be granted and their eligibility criteria shall be determined by the ECC.

4. Requirements of vesting and period of vesting:

Subject to the compliance with the SEBI SBEB & SE Regulations, Options granted under AESL ESOP 2025 shall vest after a minimum period of 1 (One) year from the date of Grant. Vesting of Options may happen in one or more tranches. The Vesting conditions subject to which vesting would take place shall be outlined in the letter of grant given to the Option Grantee at the time of grant of such Options.

5. Maximum period within which the Options shall be vested:

Subject to the compliance with the SEBI SBEB & SE Regulations, Options granted under AESL ESOP 2025 would vest subject to maximum period of 5 (five) years from the date of grant of such Options. The ECC shall determine the specific vesting percentage and schedule which may be different for different Eligible Employees or class thereof at the time of grant. The ECC shall always have a right, at its sole discretion to vary the vesting schedule in respect of any Option to be granted subject to minimum and maximum vesting period.

6. Exercise price or pricing formula:

The consideration payable by an Option Grantee for exercising an individual Option would be the Exercise Price, which shall be as mentioned in the letter of grant. Such Exercise Price shall not be less than the Face Value of Shares of the Company. Exercise Price payable by an Option Grantee and the manner thereof, shall be determined by the ECC, from time to time and which may be different for different Eligible Employees or class thereof.

7. Exercise Period and the process of Exercise:

The Exercise Period in respect of Vested Option shall be a period not exceeding 5 (five) years from the date of Vesting of such Options.

Any Option Grantee may exercise the vested Options, at any time, in accordance with the Plan and the letter of grant, by giving a notice in writing to the Company. The Options will be exercisable in part or whole, subject to applicable laws and regulations.

Postal Ballot Notice - June 05, 2025

Asian Energy Services Limited

On Exercise of the Options, the Option Grantee shall forthwith pay to the Company, the Exercise Price. Upon Exercise, the Company shall issue in favour of the Option Grantee, the equity shares subject to payment of Exercise Price by the Option Grantee for the Options being exercised.

8. The appraisal process for determining the eligibility of employees under AESL ESOP 2025:

The Employees to whom the Options shall be granted and their eligibility criteria shall be determined by the ECC. The eligibility criteria may be based on designation, period of service, band, performance linked parameters such as work performance and such other criteria as may be determined by the ECC at its sole discretion, from time to time.

9. Maximum number of Options to be issued per employee and in aggregate:

The maximum number of Options granted per Employee will be determined by the ECC. However, the maximum number of Options, that may be granted to Eligible Employees under this Plan, shall not exceed the limit specified under point 2 of the explanatory statement subject to adjustment on account of corporate action(s).

10. Maximum quantum of benefits to be provided per employee under the Scheme:

Apart from granting the Options as mentioned above, no other monetary benefits are contemplated under the AESL ESOP 2025 for Employees.

11. Whether the Scheme is to be implemented and administered directly by the company or through a trust:

The Plan shall be implemented and administered directly by the Board/ESOP Compensation Committee.

12. Whether the Scheme involves new issue of shares by the company or secondary acquisition by the trust or both:

The Plan contemplates issue of fresh/primary equity shares by the Company on exercise of Options under the Scheme.

13. The amount of loan to be provided for implementation of the Scheme to the trust its tenure, utilization, repayment terms, etc .:

Not applicable since this is currently not contemplated under the Plan.

14. Maximum percentage of secondary acquisition that can be made by the trust for the purposes of the Scheme:

Not applicable since this is currently not contemplated under the Plan.

15. Accounting Policies:

The Company shall follow the requirements including the disclosure requirements and IND AS 102 on Share-based payments and/ or any relevant accounting standards as may be prescribed by the Central Government in terms of Section 133 of the Companies Act, 2013 or any other appropriate authority, from time to time, including any guidance note on accounting for employee sharebased payments issued in that regard from time to time and the disclosure requirements prescribed therein, in compliance with relevant provisions of Regulation 15 of SBEB & SE Regulations

Postal Ballot Notice - June 05, 2025

Asian Energy Services Limited

16. Method of valuation of Options:

The Company shall use Fair Value method for valuation of options as prescribed under relevant accounting standard, as applicable and notified by appropriate authorities from time to time.

17. Period of Lock-in:

The Shares issued pursuant to exercise of vested Options shall not be subject to any lock-in period restriction in general. Usual restrictions as may be prescribed under the applicable laws including that under the code of conduct framed, if any, by the Company under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended, shall apply.

18. Statement with regard to disclosure in Director’s Report:

As the Company is adopting a Fair Value method, presently there is no requirement for disclosure in Director’s report. However, if in future, the Company opts for expensing of share based employee benefits using the intrinsic value, then the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value, shall be disclosed in the Directors’ report and the impact of this difference on profits and on earnings per share (“EPS”) of the company shall also be disclosed in the Directors’ report.

19. Terms & conditions for buyback of Options:

Subject to the provisions of the then prevailing applicable laws, the Committee shall determine the procedure for buy-back of specified securities/Options granted under the Plan if to be undertaken at any time by the Company, and the applicable terms and conditions thereof.

Regulation 6(1) of the SEBI SBEB & SE Regulations requires that every employee stock option scheme shall be approved by the shareholders of the company by passing a special resolution in a general meeting. Accordingly, the Special Resolutions set out at Item No. 7, 8, 9 and 10 of this Notice is proposed for approval by shareholders.

The issue of the said equity shares would be well within the Authorised Share Capital of the Company.

Directors / Key Managerial Personnel of the Company / their relatives who may be granted Options under the AESL ESOP 2025 may be deemed to be concerned or interested in the Special Resolutions at Item Nos. 7, 8, 9 and 10 of this Notice. Save as aforesaid, none of the Directors / Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested, financially or otherwise, in the said Special Resolutions.

The Board recommends passing of the resolutions set out at Item Nos. 7, 8 , 9 and 10 of the accompanying Notice for approval of the shareholders of the Company by way of Special Resolution.

Item No 11:

Appointment of Mr. Parikshit Datta (DIN: 06377749) as Non-Executive Non-Independent Director of the Company:

Pursuant to the provisions of Section 161 of the Act, the Articles of Association of the Company and based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors through its circular resolution dated May 28, 2025 has appointed Mr. Parikshit Datta (DIN: 06377749) as an Additional Director (Non-executive Director) of the Company with effect from May 28, 2025 and is eligible to be appointed as a Director of the Company, liable to retire by rotation, subject to the approval of the shareholders of the Company as per the provisions of the Act and SEBI Listing Regulations.

Postal Ballot Notice - June 05, 2025

Asian Energy Services Limited

As per the provisions of the Act, any person appointed as an Additional Director holds office up to the date of Annual General Meeting. Further as per regulation 17 (1C) of the SEBI Listing Regulations, the listed company shall ensure that approval of shareholders for appointment of a person on the Board of Directors is taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier. Accordingly, approval of the Shareholders is being sought by way of Postal Ballot, for the appointment of Mr. Parikshit Datta (DIN: 06377749) as a Non-Executive Non-Independent Director of the Company, liable to retire by rotation.

None of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 11 of this Notice except to the extent of their shareholding in the Company.

The Board recommends the matter and the resolution set out under Item No. 11 for the approval of the Shareholders by way of passing an ordinary resolution.

The disclosures as required in terms of Regulation 36 of the SEBI Listing Regulations and Secretarial Standards-2 including Mr. Parikshit Datta’s profile are provided at Annexure A to this Notice.

By order of the Board, For Asian Energy Services Limited

Sd/Shweta Jain Company Secretary & Compliance Officer Membership No.: 23368

Date: June 05, 2025 Place: Mumbai

Postal Ballot Notice - June 05, 2025

Asian Energy Services Limited

Annexure A

Details of Directors proposed to be appointed/ re-appointed, pursuant to Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Secretarial Standard 2 on General Meetings (SS-2) issued by the Institute of Company Secretaries of India :

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Name Dr. Kapil Garg Mr. Parikshit Datta
Date of Birth March 18, 1966 April 09, 1974
Age (In years) 59 51
Date of Appointment/re-designatiom June 01, 2023 May 28, 2025
Qualifications  BE, Chemical Engineering Indian Institute of 1. Chartered Accountant
Technology, Roorkee, 1984 – 1988 2. Cost Accountant
 MS, Chemical Engineering, Indian Institute of 3. Graduate in Economics
Technology, Roorkee
 Ph.D. in Engineering, CSIR - Central Building Research
Institute, Roorkee
Experience & expertise in specific functional areas Mr. Kapil Garg is a seasoned E&P professional and Mr. Parikshit is a seasoned professional with over 25
possesses vast experience in the field of business years of diverse experience across mergers &
development, revenue generation, strategic planning, acquisitions, international taxation, transfer pricing,
project management, business operations and supply chain planning.
management & expansion, negotiations expertise, cost He has also worked closely with regulatory bodies on
management, team leadership and employee policy matters related to economic reforms, taxation,
motivator. and labour laws, which positions him well to advise the
Company on evolving compliance and governance
matters.
Relationships between directors inter-se Dr. Kapil Garg is the father of Mr. Aman Garg, Non- None
Executive Director.
Directorships held in other public companies (excluding None None
foreign companies and Section 8 companies)
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Postal Ballot Notice - June 05, 2025

Asian Energy Services Limited

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Memberships / Chairmanships of committees of other None 1. Asian Energy Services Limited - Stakeholders
public companies (includes only Audit Committee and Relationship Committee
Stakeholders’ Relationship Committee).
Number of shares held in the Company None None
Terms and conditions of appointment or re- INR 1,57,00,000 was paid as commission for FY 2023-24, All other terms and conditions would be as per the
appointment along with details of remuneration sought no fixed salary was paid to Dr. Kapil Garg. explanatory statement for item no. 2 of this postal
to be paid and the remuneration last drawn by such ballot notice.
person All other terms and conditions would be as per the
explanatory statement for item no. 2 of this postal
ballot notice.
Date of first appointment on the Board July 7, 2020 May 28, 2025
Number of Meetings of Board attended during the FY 5 (Five) Not Applicable
2024-25
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Directorships in private limited companies (except deemed public companies), foreign companies and section 8 companies and their committee memberships are excluded. Membership and chairmanship of Audit Committee and Stakeholders’ Relationship Committee of only public companies have been included in the aforesaid table .

Postal Ballot Notice - June 05, 2025

Asian Energy Services Limited

The details of transactions as required under Regulation 23(4) of the Listing Regulations read with Section III-B of the SEBI Master Circular bearing reference no. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024 (“SEBI Master Circular”) are set forth below:

Annexure B: Transactions with Related Parties of the Company

No.	Heading	Borrowing from Oilmax Energy Private Limited	Oilmax Energy Private Limited (Tiphuk Block,)	Oilmax Energy Private Limited (Duarmara Block)	Oilmax Energy Private Limited (silica sand extraction in Chaptari-Pujeli, Tehsil Purola, Uttarkashi District of Uttarakhand)
1.	Name of the Related Party and its relationship with the Listed Entity or its subsidiary, including nature of its concern or interest (financial or otherwise);	Oilmax Energy Private Limited (“Oilmax”) is a Holding Company.	Oilmax Energy Private Limited (“Oilmax”) is a Holding Company.	Oilmax Energy Private Limited (“Oilmax”) is a Holding Company.	Oilmax Energy Private Limited (“Oilmax”) is a Holding Company.
2.	Type, material terms and particulars of the proposed transaction:	In order to meet its business expansion needs, working capital requirements, and potential acquisitions, the Company proposes to borrow funds up to an aggregate amount of INR 100 crores (Rupees One Hundred Crores only) from its Holding Company, Oilmax Energy Private Limited, on such terms and conditions as may be mutually agreed between the parties, including interest rate, tenure, repayment schedule, security, etc. This transaction will be a material related party	OILMAX has 80% Participating Interest (“PI”) in the block AA/ONDSF/TIPHUK/2021 (“Tiphuk Block”), located in state of Assam. Oilmax being the operator of the said Block. Tiphuk Block is expected to start production soon. Therefore, Oilmax and its partners are intending to award contract for operations & maintenance (O&M) and other services to service provider where AESL is also a selected contractor to participate and submit the bid/offer.	OILMAX has 50% PI in the block AA/ONDSF/DUARMARA/2016 (“Duarmara Block”), located in the state of Assam, Oilmax being the Joint operator of the said Block Duarmara Block is expected to start production soon. Therefore, Oilmax and its partners are intending to award contract for operations & maintenance (O&M) and other services to service provider where AESL is also a selected contractor to participate and submit the bid/offer.	OILMAX has recently been awarded a 25-year mining lease for silica sand extraction in Chaptari-Pujeli, Tehsil Purola, District Uttarkashi, over an area of 15.783 hectares. The lease was granted by the Secretary, Mining, Government of Uttarakhand / Directorate of Geology and Mining, Dehradun, pursuant to Oilmax emerging as the highest bidder in a competitive bidding process. Oilmax intends to award the contract for Mine Development & operations (MDO) and other service-related work associated with the mining project to third

Postal Ballot Notice - June 05, 2025

Asian Energy Services Limited

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transaction as per Regulation 23 The contract would include The contract would include party service providers where
(4) of SEBI Listing Regulations. rendering of O&M services rendering of O&M services AESL is also a selected contractor
including but not limited to including but not limited to to participate and submit the
drilling fresh wells, Sidetrack, drilling fresh wells, Sidetrack, bid/offer.
work over of existing wells in the work over of existing wells in the
blocks, construction of blocks, construction of As the Company is having
production facilities, etc. production facilities, etc. experience in providing the
aforesaid services and therefore
As the Company is having As the Company is having proposes to perform this
experience in providing the experience in providing the contract in its ordinary course of
aforesaid services and therefore aforesaid services and therefore business and on arms’ length
proposes to perform this proposes to perform this basis, if awarded by Oilmax or its
contract in its ordinary course of contract in its ordinary course of partners.
business and on arms’ length business and on arms’ length
basis, if awarded by Oilmax or its basis, if awarded by Oilmax or its This transaction will be a
partners. partners. material related party
transaction as per Regulation 23
This transaction will be a This transaction will be a (4) of SEBI Listing Regulations.
material related party material related party
transaction as per Regulation 23 transaction as per Regulation 23
(4) of SEBI Listing Regulations. (4) of SEBI Listing Regulations.
3. Tenure of the proposed The loan amount shall be Time for completion of the Time for completion of the Time for completion of the
transaction (particular tenure repayable on demand or as may Project shall be 5 (five) years Project shall be 5 (five) years Project shall be 10 (ten) years
shall be specified) be mutually agreed between the from the effective date as from the effective date as from the effective date as
parties. mentioned in the Contract or mentioned in the Contract or mentioned in the Contract or
such other extended period as such other extended period as such other extended period as
may be agreed upon. may be agreed upon. may be agreed upon.
4. Value of the transaction of sub- Not exceeding Rs. 100 crores Estimated value of the Estimated value of the Estimated value of the
contract inclusive of GST (in INR) (whether by way of an individual transaction of the sub-contract transaction of the sub-contract transaction of the sub-contract
transaction or transactions taken project is INR 75 Crores till project is INR 150 Crores till project is INR 1,000 Crores till
together or series of transactions completion of the project. completion of the project. completion of the project.
or otherwise)
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Postal Ballot Notice - June 05, 2025

Asian Energy Services Limited

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5. Percentage of the Company’s The estimated transaction value The estimated transaction value The estimated transaction value The estimated transaction value
annual consolidated turnover for stated above represents 21.50% stated above represents 16.13% stated above represents 32.26% stated above represents
the immediately preceding of the annual consolidated of the annual consolidated of the annual consolidated 215.04% of the annual
financial year that is represented turnover of the Company for FY turnover of the Company for FY turnover of the Company for FY consolidated turnover of the
by the value of the proposed 2024-25. 2024-25. 2024-25. Company for FY 2024-25.
Subcontract transaction.
The percentage indicated above The percentage indicated above The percentage indicated above
i.e. 16.13% reflects the aggregate i.e. 32.26% reflects the aggregate i.e. 215.04% reflects the
value of the contract over its 5- value of the contract over its 5- aggregate value of the contract
year duration, expressed as a year duration, expressed as a over its 10-year duration,
percentage of the Company’s percentage of the Company’s expressed as a percentage of the
latest audited annual latest audited annual Company’s latest audited annual
consolidated turnover. consolidated turnover. consolidated turnover.
6. Details of transaction relating to
any loans, inter-corporate
deposits, advances or NOT APPLICABLE
investment made or given by the
listed entity or its subsidiary
7. Justification as to why the RPT is To meet its business The Company possesses the requisite experience and expertise to successfully execute the projects
in the interest of the Listed expansion needs, working mentioned above, as detailed in the Explanatory Notes.
Entity, i.e. the Company capital requirements, and
potential acquisitions.
8. A copy of the valuation or other
external party report, if any such NOT APPLICABLE
report has been relied upon
9. Any other information that may All important information forms part of the statement setting out material facts, pursuant to Section 102(1) of the Companies Act, 2013
be relevant. forming part of this Notice.
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Postal Ballot Notice - June 05, 2025

AI assistant

ASIAN ENERGY SERVICES LTD — Proxy Solicitation & Information Statement 2025

60865_rns_2025-06-05_c1f533f2-1514-483d-b21e-7005b1999a3b.pdf

Date: June 05, 2025

Subject: Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 - Postal Ballot Notice.

ASIAN ENERGY SERVICES LIMITED

NOTICE OF POSTAL BALLOT

[Pursuant to Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, each as amended]

SPECIAL BUSINESS:

11.Appointment of Mr. Parikshit Datta (DIN: 06377749) as a Non-Executive Non-Independent Director of the Company:

NOTES:

- Process and manner for voting electronically using NSDL e Voting system

- Step 1: Access to NSDL e Voting system

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

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?

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

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

General Guidelines for shareholders

EXPLANATORY STATEMENT [PURSUANT TO SECTION 102(1) AND 110 OF THE COMPANIES ACT, 2013]

Item No. 1

To approve the payment of remuneration to Independent Directors of the Company in accordance with Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015:

Item No. 2

To approve the payment of remuneration to Dr. Kapil Garg, in his capacity as Managing Director of the Company in excess of limits prescribed under of Regulation 17(6)(e)(i) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

Background and context for Resolution Item Nos. 3, 4, 5 and 6

Item 3: To approve material related party transaction for borrowing of upto Rs. 100 Crores from Oilmax Energy Private Limited, Holding Company:

Item 4 & 5: Oilmax holds:

Item No 6: To consider and approve related party transaction with Oilmax Energy Private Limited for silica sand extraction in Chaptari-Pujeli, Tehsil Purola, Uttarkashi District in the state of Uttarakhand:

Item No. 7, 8, 9 & 10

1. Brief Description of the Scheme – AESL ESOP 2025:

2. Total number of Options to be granted:

3. Identification of classes of employees entitled to participate in the Scheme:

4. Requirements of vesting and period of vesting:

5. Maximum period within which the Options shall be vested:

6. Exercise price or pricing formula:

7. Exercise Period and the process of Exercise:

8. The appraisal process for determining the eligibility of employees under AESL ESOP 2025:

9. Maximum number of Options to be issued per employee and in aggregate:

10. Maximum quantum of benefits to be provided per employee under the Scheme:

15. Accounting Policies:

16. Method of valuation of Options:

17. Period of Lock-in:

18. Statement with regard to disclosure in Director’s Report:

19. Terms & conditions for buyback of Options:

Item No 11:

Appointment of Mr. Parikshit Datta (DIN: 06377749) as Non-Executive Non-Independent Director of the Company:

Annexure A

Annexure B: Transactions with Related Parties of the Company

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ASIAN ENERGY SERVICES LTD Proxy Solicitation & Information Statement 2025