Great Eastern Shipping Co. Ltd. — Proxy Solicitation & Information Statement 2023

Aug 21, 2023

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Our Ref.: S/2023/JMT

August 21, 2023

BSE Limited National Stock Exchange of India Limited 1st Floor, Phiroze Jeejeebhoy Towers, Exchange Plaza, 5th Floor, Plot No. C/1, Dalal Street, Bandra Kurla Complex, Bandra (East), Mumbai – 400 001 Mumbai – 400 051

BSE Scrip code: 500620 Trading Symbol - GESHIP

Dear Sir,

We wish to inform you that pursuant to Sections 108 and 110 of the Companies Act, 2013 (“the Act”) read with Rules 20 & 22 of the Companies (Management & Administration) Rules, 2014 (“the Rules”) and in compliance with circulars issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India, the Company is seeking approval of the Members through Postal Ballot by voting through electronic means (“remote e-voting”) for appointment of Mr. Keki Mistry as an Independent Director of the Company for a term of 5 years w.e.f. August 09, 2023.

The Notice of Postal Ballot is enclosed herewith.

The Company has fixed August 16, 2023 as the ‘cut-off date’ for the purpose of determining eligibility of shareholders to vote by Postal Ballot. A person whose name is recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on the ‘ cut-off date’ will be entitled to avail the facility of remote e-voting.

www.greatship.com

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The remote e-voting period shall commence at 09.00 a.m. on August 22, 2023 and ends at 05.00 p.m. on September 20, 2023.

You are requested to take note of the above.

Thanking You,

Yours faithfully,

For THE GREAT EASTERN SHIPPING CO. LTD.,

Anand Digitally signed by: Anand Prabhakar Punde Prabhak DN: CN = Anand Prabhakar Punde ar C = IN O = Personal Punde Date: 2023.08.21 15:38:47 +05'30'

Anand Punde

Company Secretary

Email: anand_punde@greatship.com

www.greatship.com

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THE GREAT EASTERN SHIPPING CO. LTD.

Registered Office: Ocean House, 134/A, Dr. Annie Besant Road,

Worli, Mumbai – 400 018.

Tel.: 022 6661 3000 / 2492 2100 | Fax: 022 2492 5900 Email: shares@greatship.com | Web: www.greatship.com CIN: L35110MH1948PLC006472

NOTICE OF POSTAL BALLOT

[Pursuant to Section 110 of the Companies Act, 2013 and applicable rules thereunder]

Notice is hereby given pursuant to Section 110 and other applicable provisions of the Companies Act, 2013 read with the rules made thereunder, to transact the following special business by passing resolution through Postal Ballot by way of voting through electronic means (‘remote e-voting’) :

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

“ RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions, if any, of the Companies Act, 2013 (‘the Act’) and the Rules framed thereunder and Regulation 17 and other applicable regulations, if any, of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the Listing Regulations’) [including any statutory modification(s) or re-enactment(s) thereof for the time being in force], Mr. Keki Mistry (DIN: 00008886), who was appointed as an Additional Director at the meeting of the Board of Directors of the Company held on August 03, 2023 and who has submitted a declaration that he meets the criteria for independence as provided in the Act and the Listing Regulations and in respect of whom the Company has received a notice in writing from a member proposing his candidature for the office of Independent Director of the Company under Section 160 of the Act, be and is hereby appointed as an Independent Director of the Company for a term of five years with effect from August 09, 2023.”

By Order of the Board For The Great Eastern Shipping Co. Ltd.

Anand Punde Company Secretary

Mumbai, August 03, 2023

Registered Office:

Ocean House, 134/A, Dr. Annie Besant Road, Worli, Mumbai 400 018 Tel: 022 6661 3000 / 2492 2100 Fax: 022 2492 5900 Email: shares@greatship.com Web: www.greatship.com CIN: L35110MH1948PLC006472

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NOTICE OF POSTAL BALLOT

NOTES:

1. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (‘the Act’) setting out material facts relating to the proposed resolution is annexed hereto.

2. The information as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of the Director being appointed is annexed hereto.

3. Relevant documents referred to in the accompanying Notice and the Explanatory Statement are open for inspection by the members on the website of the Company: www.greatship.com

4. In view of the Covid-19 pandemic, the Ministry of Corporate Affairs has, vide its circulars dated April 8, 2020, April 13, 2020, May 5, 2020, January 13, 2021, December 08, 2021, December 14, 2021, May 05, 2022 and December 28, 2022 (collectively referred to as ‘ MCA Circulars’ ) permitted companies to conduct Postal Ballot by sending the notice in electronic form only. The communication of the assent or dissent of the members would take place through the process of remote e-voting only.

5. In compliance with the MCA Circulars, Notice of Postal Ballot is being sent only through electronic mode to those Members, whose e-mail addresses are registered with the Company / Depositories. Members may note that the Postal Ballot Notice will also be available on the Company’s website- www.greatship.com, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia. com respectively, and on the website of KFin Technologies Limited (‘ KFinTech/ KFin ’) – https://evoting.kfntech.com.

6. In accordance with the MCA Circulars, physical copies of the Notice, postal ballot forms and pre-paid Business Reply Envelopes are not being sent to Members for this Postal Ballot. Members are requested to provide their assent or dissent through remote e-voting only.

7. Members seeking any information with regard to the business being transacted through Postal Ballot are requested to write to the Company on or before September 20, 2023 through email (mentioning their name, demat account number/folio number, contact details, etc.) on shares@greatship.com. The same will be replied by the Company suitably.

8. In compliance with the provisions of Sections 108 and 110 of the Act and Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company is pleased to provide voting by electronic means (“ remote e-voting ”) facility to the Members, to enable them to cast their votes electronically. The Company has engaged the services of KFinTech to provide remote e-voting facility to its Members.

9. The remote e-voting period commences at 09.00 a.m. on Tuesday, August 22, 2023 and ends at 5:00 p.m. on Wednesday, September 20, 2023. The remote e-voting module will be disabled by KFinTech for voting thereafter. Voting shall not be allowed beyond the said date and time. Once the vote on a resolution is cast by the Member, he/ she shall not be allowed to change it subsequently or cast vote again.

10. A member’s voting rights shall be in proportion to his/her share of the paid-up equity share capital of the Company as on Wednesday, August 16, 2023 (‘ cut-off date ’). Only those Members whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on the ‘cut-off date’ will be entitled to cast their votes by remote e-voting. Person who is not a Member of the Company as on the cut-off date should treat this notice for information purposes only.

1. SEBI, vide its Circular dated November 03, 2021 (as amended from time to time), has mandated registration of PAN, postal address, email address, mobile number, bank account details, specimen signature and nomination by holders of physical securities. Members holding shares in physical form are requested to submit the necessary details by sending a duly filled and signed Form ISR-1 to the Company or KFinTech.

Members, holding shares in physical form, may also note that as per the aforesaid Circular, the RTAs shall not process any service requests or complaints received from the holder(s) / claimant(s), till the aforesaid details are received. Further, folios wherein the aforesaid details are not available on or after October 01, 2023 or folios wherein PAN is not linked to Aadhaar by the date as may be specified by the Central Board of Direct Taxes, shall be frozen and the members will not be eligible for receipt of dividend in physical mode.

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NOTICE OF POSTAL BALLOT

1. Members, holding shares in electronic form, are requested to register their e-mail address for receiving all communication including Postal Ballot Notices, Annual Reports, Notices, Circulars, etc. from the Company electronically with respective Depository Participants.

2. The Board of Directors of the Company has appointed Ms. Ashwini Inamdar, failing her, Ms. Alifya Sapatwala, Partners, Mehta & Mehta, Company Secretaries, as Scrutinizers for conducting the Postal Ballot and remote e-voting process in a fair and transparent manner.

3. Upon completion of the scrutiny of the votes cast through remote e-voting in a fair and transparent manner, the Scrutinizer will submit her report addressed to Mr. K.M. Sheth, Chairman of the Company or any officer of the Company authorized by him. The results of the Postal Ballot will be announced within two working days from conclusion of remote e- voting, i.e. on or before Friday, September 22, 2023 at the Registered Office of the Company. The said results would be displayed at the Registered Office of the Company. The said results would also be intimated to the National Stock Exchange of India Limited and BSE Limited where the shares of the Company are listed. Additionally, the results will also be uploaded on the Company’s website- www.greatship.com and on the website of KFin Technologies Limited- https://evoting.kfntech.com.

4. The scrutinizer’s decision on the validity of Postal Ballot by way of remote e-voting will be final and binding.

5. The Resolution, if passed by requisite majority will be deemed to be passed on the last date specified by the Company for remote e-voting i.e. Wednesday, September 20, 2023.

6. INSTRUCTIONS FOR REMOTE E-VOTING ARE AS FOLLOWS:

1) For Individual shareholders holding securities in demat mode:

As per the SEBI Master Circular dated July 11, 2023, remote e-voting process has been enabled for all individual demat account holders, by way of single login credential, through the websites of Depositories / Depository Participants in order to increase the efficiency of the voting process.

Individual demat account holders would be able to cast their vote without having to register again with the E-voting Service Provider (ESP) thereby not only facilitating seamless authentication but also ease and convenience of participating in remote e-voting process. Members are advised to update their mobile number and e-mail ID with their Depository Participants to access remote e-voting facility.

Login method for remote e-voting for Individual shareholders holding securities in demat mode is as follows:

Type of shareholders

Login Method

Individual Shareholders holding securities in demat mode with NSDL

1. Members already registered for NSDL IDeAS facility; i. Visit URLhttps://eservices.nsdl.com ii. Once the home page of e-Services is launched, click on the “Benefcial Owner” icon under “Login” which is available under ‘IDeAS’ section. iii. A new screen will prompt and you will have to enter your User ID and Password. iv. Post successful authentication, click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. v. Click on company name or e-Voting service provider name i.e, KFintech and you will be re-directed to KFintech website for casting your vote during the remote e-Voting period.

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NOTICE OF POSTAL BALLOT

Type of shareholders	Login Method
	NSDLMobileAppisavailableon AppStore GooglePlay 0 0 0 0 2. Members who have not registered for IDeAS facility, may follow the below steps; i. To register for IDeAS facility visit the URL athttps://eservices.nsdl.com ii. Click on “Register Online for IDeAS” or for direct registration click athttps:// eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp iii. On completion of the registration formality, follow the steps provided above. 3. Members may alternatively vote through the e-voting website of NSDL in the following manner; i. Visit the following URL:https://www.evoting.nsdl.com/ ii. Click on the icon “Login” which is available under ‘Shareholder/Member’ section. iii. Members to enter User ID (i.e. sixteen digit demat account number hold with NSDL), Password/OTP and a Verifcation Code shown on the screen. iv. Post successful authentication, you will be redirected to NSDL IDeAS site wherein you can see e-Voting page. v. Click on company name or e-Voting service provider name i.e., KFintech and you will be redirected to KFintech website for casting your vote. 4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.
Individual Shareholders holding securities in demat mode with CDSL	1. Members already registered for Easi/ Easiest facility may follow the below steps; i. Visit the following URL:https://web.cdslindia.com/myeasi/home/loginor www.cdslindia.com ii. Click on the “Login” icon and opt for “New System Myeasi” (only applicable when using the URL:www.cdslindia.com) iii. On the new screen, enter User ID and Password. Without any further authentication, the e-voting page will be made available. iv. Click on Company name or e-voting service provider name i.e. KFintech to cast your vote.

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NOTICE OF POSTAL BALLOT

Type of shareholders	Login Method
	2. Members who have not registered for Easi/Easiest facility, may follow the below steps; i. To register for Easi/Easiest facility visit the URL athttps://web.cdslindia. com/myeasi./Registration/EasiRegistration ii. On completion of the registration formality, follow the steps mentioned above. 3. Members may alternatively vote through the e-voting website of CDSL in the manner specifed below: i. Visit the following URL:www.cdslindia.com ii. Enter the demat account number and PAN iii. Enter OTP received on mobile number and email registered with the demat account for authentication. iv. Post successful authentication, the member will receive links for the respective e-voting service provider i.e. KFintech where the e-voting is in progress.
Individual Shareholders (holding securities in demat mode) login through their depository participants	1. Members may alternatively log-in using the credentials of the demat account through their Depository Participant(s) registered with NSDL/CDSL for the e-voting facility. 2. On clicking the e-voting icon, members will be redirected to the NSDL/CDSL site, as applicable, on successful authentication. 3. Members may then click on Company name or e-voting service provider name i.e. Kfntech and will be redirected to Kfntech website for casting their vote.

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

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

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

Helpdesk for Individual Shareholders holding securities in demat mode:

In case shareholders/ members holding securities in demat mode have any technical issues related to login through Depository i.e. NSDL/ CDSL, they may contact the respective helpdesk given below:

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30.
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evoting@ cdslindia.comor contact at 022- 23058738 or 022-23058542- 43.

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NOTICE OF POSTAL BALLOT

2) For Members other than Individuals holding securities in demat mode

• A) Members whose email IDs are registered with the Company / Depository Participants, will receive an email from KFinTech which will include details of e-voting Event Number (EVEN), USER ID and Password.

They will have to follow the following process:

• i. Launch internet browser by typing the URL: https://evoting.kfntech.com/

• ii. Enter the login credentials (i.e. User ID and password). In case of physical folio, User ID will be EVEN (E-Voting Event Number) followed by folio number. In case of Demat account, User ID will be your DP ID and Client ID. However, if a Member is registered with KFinTech for e-voting, they can use their existing User ID and password for casting the vote.

• iii. After entering these details appropriately, click on “LOGIN”.

• iv. Members will now reach password change Menu wherein they are required to mandatorily change the password. The new password shall comprise of minimum 8 characters with at least one upper case (A- Z), one lower case (a-z), one numeric value (0-9) and a special character (@,#,$, etc.). The system will prompt the Member to change their password and update their contact details viz. mobile number, email ID etc. on first login. Members may also enter a secret question and answer of their choice to retrieve their password in case they forget it. It is strongly recommended that Members do not share their password with any other person and that they take utmost care to keep their password confidential.

• v. Members would need to login again with the new credentials.

• vi. On successful login, the system will prompt the Member to select the “EVEN” for The Great Eastern Shipping Company Limited and click on “Submit”

• vii. On the voting page, enter the number of shares (which represents the number of votes) as on the cut-off date under “FOR/AGAINST” or alternatively, a Member may partially enter any number in “FOR” and partially “AGAINST” but the total number in “FOR/AGAINST” taken together shall not exceed the total shareholding of the shareholder as on the cut-off date. A Member may also choose the option ABSTAIN. If a Member does not indicate either “FOR” or “AGAINST” it will be treated as “ABSTAIN” and the shares held will not be counted under either head.

• viii. Members holding multiple folios / demat accounts shall choose the voting process separately for each folio / demat account.

• ix. In case a Member does not desire to cast his/her vote on any specific item, it will be treated as abstained.

• x. A Member may then cast their vote by selecting an appropriate option and click on “Submit”.

• xi. A confirmation box will be displayed. Click “OK” to confirm else “CANCEL” to modify. Once a Member has voted on the resolution, they will not be allowed to modify their vote. During the voting period, Members can login any number of times till they have voted on the Resolution.

• xii. Corporate/Institutional Members (i.e. other than Individuals, HUF, NRI etc.) are also required to send scanned certified true copy (PDF Format) of the Board Resolution/Authority Letter etc., authorizing its representative to cast its vote through remote e-voting together with attested specimen signature(s) of the duly authorised representative(s), to the Scrutinizer at email id evoting@mehta-mehta.com with a copy marked to evoting@kfntech.com. The scanned image of the abovementioned documents should be in the naming format “Company Name_Even No.” The documents should reach the scrutinizer on or before September 20, 2023.

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NOTICE OF POSTAL BALLOT

• B) Members whose email IDs are not registered with the Company/Depository Participants and consequently the Notice of Postal Ballot and remote e-voting instructions cannot be serviced, can send an e-mail request at the email id einward.ris@kfntech.com along with scanned copy of the request letter, duly signed, providing their email address, mobile number, self-attested PAN copy and Client Master copy in case of electronic folio and copy of share certificate in case of physical folio for sending Notice of Postal Ballot and the remote e-voting instructions.

After receiving the remote e-voting instructions, please follow all the above steps to cast your vote by electronic means.

In case of any queries/grievances, you may refer the Frequently Asked Questions (FAQs) for Members and e-voting User Manual available at the ‘download’ section of https://evoting.kfntech. com or send email to evoting@kfintech.com or call KFinTech on 1800 309 4001 (toll free).

1. Members are requested to note the following contact details for addressing e-voting grievances:

Mr. Anil Dalvi

Manager KFin Technologies Limited Selenium Tower B, Plot 31-32, Financial District, Nanakramguda, Serilingampally, Gachibowli, Hyderabad - 500 032, Telangana. Telephone: + 91 - 40 6716 1631 E-mail: einward.ris@kfntech.com

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NOTICE OF POSTAL BALLOT

EXPLANATORY STATEMENT

[Pursuant to Section 102 of the Companies Act, 2013 (“Act”)]

The Board of Directors of the Company, based on the recommendation of the Nomination & Remuneration Committee, at their meeting held on August 03, 2023 appointed Mr. Keki Mistry as Additional and Independent Director of the Company for a term of five years w.e.f. August 09, 2023.

Mr. Keki Mistry is a Chartered Accountant from the Institute of Chartered Accountants of India (ICAI). Mr. Keki Mistry brings with him over four decades of varied work experience in the Banking & Financial Services domain.

In 1975, Mr. Mistry began his career with AF Ferguson & Co., a renowned Chartered Accountancy Firm, followed by short stints with Hindustan Unilever Ltd. and Indian Hotels Company Limited.

In 1981, Mr. Mistry joined Housing Development Finance Corporation Limited (HDFC) , India’s premier housing finance company. Over the years he held several responsibilities, prior to being inducted onto its Board as Executive Director in 1993. He was appointed as the Managing Director in 2000, as the Vice Chairman & Managing Director in October 2007 and was the Vice-Chairman & Chief Executive Officer of HDFC with effect from January 01, 2010. With the amalgamation of HDFC, Mr. Mistry superannuated from HDFC and has been appointed as a Non-Executive Director on the Board of HDFC Bank Limited from June 30, 2023.

The Board considers that Mr. Keki Mistry brings tremendous value to the Board and that the Company will immensely benefit with his presence on the Board as an Independent Director.

By virtue of the provisions of Section 161 of the Companies Act, 2013 (‘the Act’), read with Article 95 of the Articles of Association of the Company, Mr. Keki Mistry will hold office upto the date of the next Annual General Meeting. However, pursuant to Regulation 17 (1C) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company is required to ensure that approval of shareholders for his appointment is taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier. In view of the same, it is proposed to obtain approval of the shareholders by way of Postal Ballot.

The Company has received notice in writing from a member under Section 160 of the Act proposing the candidature of Mr. Keki Mistry for the office of Independent Director of the Company.

As per the provisions of Section 149 of the Act, an Independent Director shall not be liable to retire by rotation. It is proposed that Mr. Keki Mistry will hold office as Independent Director of the Company for a term of five years w.e.f. August 09, 2023.

Mr. Keki Mistry is not disqualified from being appointed as Director in terms of Section 164 of the Act and has given his consent to act as Director. The Company has also received declaration from him that he meets the criteria of independence as prescribed both under Section 149(6) of the Act and under Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 (‘the Listing Regulations’) .

In the opinion of the Board, Mr. Keki Mistry is independent of the management and fulfills the conditions for appointment as Independent Director as specified in the Act and the Listing Regulations. He also possesses skills and capabilities as required for the role of Independent Director as specified in the Board Skill Matrix approved by the Board.

Brief resume of Mr. Keki Mistry, nature of his expertise in specific functional areas and other details as stipulated under the Listing Regulations is annexed to the Notice. The same may be treated as justification for his appointment as Independent Director.

Copy of the letter for appointment of Mr. Keki Mistry, setting out the terms and conditions, is available for inspection by members at the Registered Office of the Company.

Your Directors commend the above resolution of the Notice for your approval by way of Postal Ballot.

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NOTICE OF POSTAL BALLOT

Mr. Keki Mistry is interested, financially or otherwise, in the resolution as set out in the Notice with regard to his appointment. His relatives may also be deemed to be interested in the resolution set out in the Notice, to the extent of their shareholding interest, if any, in the Company.

Save and except the above, none of the other Directors or Key Managerial Personnel of the Company or their relatives are, in any way, financially or otherwise, concerned or interested in the aforesaid resolution.

By Order of the Board For The Great Eastern Shipping Co. Ltd.

Anand Punde Company Secretary

Mumbai, August 03, 2023

Registered Office:

Ocean House, 134/ A, Dr. Annie Besant Road, Worli, Mumbai 400 018 Tel : 022 6661 3000 / 2492 2100 Fax : 022 2492 5900 E-mail : shares@greatship.com Web : www.greatship.com CIN : L35110MH1948PLC006472

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NOTICE OF POSTAL BALLOT

ANNEXURE TO NOTICE

INFORMATION REQUIRED AS PER REGULATION 36(3) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 IN RESPECT OF DIRECTOR BEING APPOINTED.

Mr. Keki Mistry (age: 68 years) is a Chartered Accountant from the Institute of Chartered Accountants of India (ICAI), Mr. Keki Mistry brings with him over four decades of varied work experience in the Banking & Financial Services domain.

In 1975, Mr. Mistry began his career with AF Ferguson & Co., a renowned Chartered Accountancy Firm, followed by short stints with Hindustan Unilever Ltd. and Indian Hotels Company Ltd.

In 1981, Mr. Mistry joined Housing Development Finance Corporation Ltd. (‘HDFC’) , India’s premier housing finance company. Over the years he held several responsibilities, prior to being inducted onto its Board as Executive Director in 1993. He was appointed as the Managing Director in 2000, as the Vice Chairman & Managing Director in October 2007 and was the Vice-Chairman & Chief Executive Officer of HDFC with effect from January 1, 2010. With the amalgamation of HDFC, Mr. Mistry superannuated from HDFC and has been appointed as a Non-Executive Director on the Board of HDFC Bank from June 30, 2023.

Apart from being responsible for the overall functioning of HDFC, Mr. Mistry played a critical role in the successful transformation of HDFC into India’s leading Financial Services Conglomerate. He facilitated the formation of companies including HDFC Bank Ltd., HDFC Asset Management Company Ltd., HDFC Life Insurance Company Ltd. and HDFC ERGO General Insurance Company Ltd.

Mr. Mistry has been a Consultant to the Commonwealth Development Corporation (CDC) in Thailand, Mauritius, Caribbean Islands and Jamaica, guiding the company to review and evaluate the operations of mortgage financial institutions in these countries. He has also been Consultant to the Mauritius Housing Company and Asian Development Bank.

He is a Member of the Primary Market Advisory Committee (PMAC) constituted by the Securities and Exchange Board of India (SEBI). He is the Chairman of the Sub-Group constituted by SEBI to ‘Review the Reverse Book Building Process and Review the Compulsory Delisting Framework Adopted by Stock Exchanges.’

He was also the Chairman of the Sub-Group constituted by SEBI to ‘Review the SEBI Buyback Regulations’.

Mr. Mistry was a Member of the Corporate Governance Committee constituted by SEBI in 2017.

He was the Chairman of the Cll National Council on Corporate Governance for five years (2016-17 to 2017-18 and from 2019-20 to 2021-22). Mr. Mistry is a Member of the CII Economic Affairs Council for 2023-24.

Mr. Keki Mistry is on the Board of Directors of following public companies:

• HDFC Bank Limited (listed)

• Tata Consultancy Services Limited (listed)

• Torrent Power Limited (listed)

• HDFC Life Insurance Company Limited (listed)

• HDFC Ergo General Insurance Company Limited (unlisted) (Non-Executive Chairman)

• HDFC Capital Advisors Limited (unlisted)

He is also on the Board of Directors of following foreign companies:

• Griha Investments - Mauritius

• Griha Pte. Ltd. – Singapore

• Flipkart Private Limited – Singapore

He is a Senior Advisor to the Ontario Teachers’ Pension Plan (OTPP), a Canada based pension fund.

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NOTICE OF POSTAL BALLOT

Mr. Keki Mistry is also a Chairman/Member of the following committees:

NAME OF THE COMPANY	NAME OF THE COMMITTEE	MEMBER / CHAIRMAN
HDFC Life Insurance Company Limited	Audit Committee	Member
	Stakeholders’ RelationshipCommittee	Chairman
	Nomination and Remuneration Committee	Member
	Investment Committee	Member
	Capital RaisingCommittee	Chairman
HDFC Ergo General Insurance Company Limited	Audit Committee	Member
	Stakeholders’ Relationshipcum Allotment Committee	Member
	Investment Committee	Chairman
	Policyholder Protection and Grievance Redressal Committee	Member
	Risk Management Committee	Member
Torrent Power Limited	Audit Committee	Member
Tata Consultancy Services Limited	Audit Committee	Chairman
	Stakeholders’ RelationshipCommittee	Member
	Risk Management Committee	Chairman
HDFC Capital Advisors Limited	Audit Committee	Member
	Investment AdvisoryBoard	Member
HDFC Bank Limited	Stakeholders’ RelationshipCommittee	Chairman
Flipkart Private Limited – Singapore	Audit Committee	Member

Mr. Keki Mistry has resigned as / ceased to be a director from the following listed entities in the past three years:

NAME OF THE COMPANY	DATE OF CESSATION
HDFC Asset Management CompanyLimited	26.06.2023
Housing Development Finance Corporation Limited	01.07.2023 (Effective date of Amalgamation)

As on date, Mr. Keki Mistry does not hold any equity shares in the Company.

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NOTES