Karma Energy Limited — Proxy Solicitation & Information Statement 2023

Dec 18, 2023

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KEL/SEC/SKC/12/2023

December 18, 2023

National Stock Exchange of India Ltd

Exchange Plaza, 5[th] Floor Plot No. C/1, G Block Bandra-Kurla Complex Bandra East Mumbai – 400 051

NSE Symbol : KARMAENG

Sub : Postal Ballot Notice – Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Sir,

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 ('Listing Regulations'), as amended from time to time, we forward herewith a copy of the Postal Ballot Notice ('Notice') of Karma Energy Limited (‘the Company’) dated December 14, 2023, along with the explanatory statement pursuant to the applicable provisions of the Companies Act, 2013 ('Act') read with the Listing Regulations, for seeking approval of the Members of the Company on the ordinary Resolutions forming part of the Notice.

In compliance with the various General Circulars issued by the Ministry of Corporate Affairs as disclosed in the Notice, this Notice is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company / Depositories / Depository Participants / the Company’s Registrars and Transfer Agents (‘RTA’) i.e., Bigshare Services Private Ltd, and 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 Friday, December 15, 2023 (‘Cut-off date’). Accordingly, a physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope, are not being sent to the Members for this Postal Ballot.

The Company has engaged the services of National Securities Depository Limited (‘NSDL’) to provide remote e-Voting facility to its Members. The remote e-Voting period commences on Tuesday, December 19, 2023 from 9:00 a.m. (IST) and ends on Wednesday, January 17, 2023 at 5:00 p.m. (IST). The e-Voting module shall be disabled by NSDL thereafter. Voting rights of the Members shall be in proportion to the shares held by them in the paid-up Equity share capital of the Company as on the Cut-off date. Please note that communication of assent or dissent of the Members would only take place through the remote e-Voting system. The instructions for remote e-Voting are provided in the Notice.

The said Notice is also being made available on the website of the Company at www.tatapower.com and on the website of NSDL at www.evoting.nsdl.com.

Kindly take the above on record and acknowledge receipt.

For KARMA ENERGY LIMITED

Digitally signed by T. V. T. V. SUBRAMANIAN SUBRAMANIAN Date: 2023.12.18 16:04:57 +05'30'

T V Subramanian

CFO & Company Secretary

KARMA ENERGY LIMITED

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Regd. Off. Empire House, 214, Dr. D. N. Road, Ent. A. K. Nayak Marg, Fort, Mumbai – 400 001 Tel Nos. 22071501 (6 Lines), Fax : 22071514, Email : karmaenergy@weizmann.co.in www.karmaenergy.co . CIN L31101MH2007PLC168823

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KARMA ENERGY LIMITED

( CIN: : L31101MH2007PLC168823)

Regd. Office: “214, Empire House, Dr. D N Road, Ent. A K Nayak Marg, Fort, Mumbai – 400 001 Email: investorshelpdesk@weizmann.co.in | Website: www.karmaenergy.co Phone Number: +91 022 22071501

NOTICE OF POSTAL BALLOT

(Pursuant to Section 108 & 110 of the Companies Act, 2013)

To

The Member(s),

Notice is hereby given to the Members of Karma Energy Limited (“the Company”) pursuant to the provisions of Section 108 and 110 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”) (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), as amended from time to time, Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India (ICSI), read with General Circulars no. 14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 5, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022 and 11/2022 dated December 28, 2022 and other relevant circulars issued by the Ministry of Corporate Affairs, Government of India (collectively referred to as “MCA Circulars”) and pursuant to all other applicable laws and regulations, the resolutions appended below are proposed to be passed by the Members of the Company (as of the Cut-off date) through Postal Ballot by way of voting through electronic means (“Remote e-voting”). Communication of assent or dissent of the Members would take place only through the remote e-voting system. The explanatory statement pursuant to Section 102 of the Act pertaining to the proposed resolutions setting out the material facts concerning each resolution and the reasons and rationale thereof is annexed hereto for your consideration.

In compliance with the provisions of Sections 108 and 110 of the Act, read with Rule 20 and 22 of the Rules and Regulation 44 of SEBI Listing Regulations, the Company is offering facility of remote e-voting to all Members to enable them to cast their votes electronically. The Company has engaged the services of National Securities Depository Ltd (“NSDL”) to provide the Remote E- voting facility to its Members. Members are requested to follow the procedure as stated in the notes and instructions for casting of votes by e-voting.

The Board has appointed Mr. Martinho Ferrao, (FCS 6221; CP 5676) Practicing Company Secretary as the Scrutinizer for conducting the postal ballot and e-voting process in a fair and transparent manner.

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In compliance with the MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories. If your e-mail address is not registered with the Company/Depositories, please follow the process provided in the Notes to receive this Postal Ballot Notice.

The remote e-voting period commences from 9:00 a.m. (IST) on Tuesday, December 19, 2023 and ends at 5:00 p.m. (IST) on Wednesday, January 17, 2024. The e-voting module shall be disabled by NSDL for voting thereafter and will not be allowed beyond the said date and time. The Scrutinizer will submit his report to the Chairperson of the Company or to any other person authorized by the Chairperson upon completion of the scrutiny of the votes cast through remote e- voting. The result of the Postal Ballot shall be declared on or before Friday, January 19, 2024. The said results would be displayed at the Registered Office of the Company and 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.karmaenergy.co and on the website of NSDL, https://evoting.nsdl.co.in.

In the event the resolution is passed by requisite majority, the date of passing the resolution shall be deemed to be on Wednesday, January 17, 2024, viz. last date specified by the Company for e- voting.

Following are the proposed resolutions seeking prior approval of the Members of the Company through Postal Ballot.

SPECIAL BUSINESS

Item No.1 – To approve Material related Party Transaction(s) with Tapi Energy Projects Limited and in this regard, to consider and if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution : .

“RESOLVED that pursuant to Regulations 2(1)(zc), 23(4) and other applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the applicable provisions of the Companies Act, 2013 (‘Act’) read with the related rules framed thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and other applicable laws/ statutory provisions, if any, and the Company’s Policy on Related Party Transactions, each as amended from time to time, the consent of the Members 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 constituted/ empowered/to be constituted by the Board from time to time to exercise its powers conferred by this resolution) to continue with the existing contract(s)/ arrangement(s)/ transaction(s) and/or enter into and/or carry out new contract(s)/arrangement(s)/transaction(s) (whether by way of an individual transaction or transactions taken together or series of transactions or otherwise), as detailed in the Explanatory Statement, with Tapi Energy Projects Limited (‘TEPL’), a related

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party of Karma Energy Limited (‘Company’) pursuant to TEPL being in the Promoter Group of the Company on such terms and conditions as may be agreed upon between the Company and TEPL, for an aggregate value not exceeding Rs.25.00 crore as Inter Corporate Deposit taken and Rs.15 crore as placement of surplus funds as Inter Corporate Deposit (both the monetary limits include similar transactions with another Promoter Group entity Windia Infrastructure Finance Limited {WIFL}) during FY 24 subject to such contract(s) / arrangement(s)/transaction(s) being carried out at arm’s length and in the ordinary course of business of the Company.

RESOLVED FURTHER that the Board be and is hereby authorised to do and perform all such acts, deeds, matters and things, as may be necessary and expedient, including finalising the terms and conditions, methods and modes in respect thereof and finalising and executing necessary documents, including contract(s), scheme(s), agreement(s) and such other documents, file applications and make representations in respect thereof and seek approval from relevant authorities, including Governmental authorities in this regard and deal with any matters, take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto, without being required to seek any further consent or approval of the Members or otherwise to the end and intent that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution.

RESOLVED FURTHER that the Board be and is hereby authorised to delegate all or any of the powers herein conferred, to any Director(s), Chief Financial Officer, Company Secretary or any other Officer(s)/Authorised Representative(s) of the Company, to do all such acts and take such steps as may be considered necessary or expedient, to give effect to the aforesaid resolution.

RESOLVED FURTHER that all actions taken by the Board, or any person so authorised by the Board, in connection with any matter referred to or contemplated in the foregoing resolution, be and are hereby approved, ratified and confirmed in all respects.”

Item No.2 – To approve Material related Party Transaction(s) with Windia Infrastructure Finance Limited and in this regard, to consider and if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution : .

“ RESOLVED that pursuant to Regulations 2(1)(zc), 23(4) and other applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the applicable provisions of the Companies Act, 2013 (‘Act’) read with the related rules framed thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and other applicable laws/ statutory provisions, if any, and the Company’s Policy on Related Party Transactions, each as amended from time to time, the consent of the Members 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 constituted/ empowered/to be constituted by the Board from time to time to exercise its powers conferred by this resolution) to continue with the existing contract(s)/ arrangement(s)/transaction(s) and/or enter into and/or carry out new contract(s)/arrangement(s)/transaction(s)

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(whether by way of an individual transaction or transactions taken together or series of transactions or otherwise), as detailed in the Explanatory Statement, with Windia Infrastructure Finance Limited (‘WIFL’), a related party of Karma Energy Limited (‘Company’) pursuant to WIFL being in the Promoter Group of the Company on such terms and conditions as may be agreed upon between the Company and WIFL, for an aggregate value not exceeding Rs.25.00 crore as Inter Corporate Deposit taken and Rs.15 crore as placement of surplus funds as Inter Corporate Deposit (both the monetary limits include similar transactions with another Promoter Group entity Tapi Energy Projects Limited {TEPL}) during FY 24 subject to such contract(s)/ arrangement(s)/transaction(s) being carried out at arm’s length and in the ordinary course of business of the Company.

RESOLVED FURTHER that the Board be and is hereby authorised to do and perform all such acts, deeds, matters and things, as may be necessary and expedient including finalising the terms and conditions, methods and modes in respect thereof and finalising and executing necessary documents, including contract(s), scheme(s), agreement(s) and such other documents, file applications and make representations in respect thereof and seek approval from relevant authorities, including Governmental authorities in this regard and deal with any matters, take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto, without being required to seek any further consent or approval of the Members or otherwise to the end and intent that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution.

RESOLVED FURTHER that the Board be and is hereby authorised to delegate all or any of the powers herein conferred, to any Director(s), Chief Financial Officer, Company Secretary or any other Officer(s)/Authorised Representative(s) of the Company, to do all such acts and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution.

RESOLVED FURTHER that all actions taken by the Board, or any person so authorised by the Board, in connection with any matter referred to or contemplated in the foregoing resolution, be and are hereby approved, ratified and confirmed in all respects.”

For KARMA ENERGY LIMITED Sd/T V Subramanian CFO & Company Secretary

Place : Mumbai

Date : December 14, 2023

Registered Office: Empire House Dr. D N Road, Entrance A K Nayak Marg, Fort, Mumbai – 400 001.

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NOTES

1. An Explanatory Statement pursuant to Section 102 & 110 of the Companies Act, 2013 in respect of all the business specified above is annexed hereto.

2. The Board vide its Resolution passed on 14th December, 2023 has appointed Mr. Martinho Ferrao, FCS No. 6221, CP No. 5676 Practising Company Secretary, as Scrutinizer for conducting the Postal Ballot voting process in accordance with the law and in a fair and transparent manner.

3. In compliance with the MCA Circulars, the Notice is being sent by electronic mode alone to those Members whose names appear in the Register of Members/List of Beneficial Owners as on Friday, 15[th] December, 2023, and whose e-mail IDs are registered with the Issuer/ RTA/ Depositories. For Members who have not registered their e-mail IDs, please follow the instructions given under Note No.10.

4. As per the MCA Circulars and on account of the threats posed by the COVID-19 pandemic, 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 e-voting only.

5. In compliance with provisions of Section 108 and Section 110 and other applicable provisions of the Act read with the Management Rules, the Company is pleased to offer e-voting facility to all the Members. For this purpose, the Company has engaged the services of NSDL for facilitating e-voting to enable the Members to cast their votes electronically.

6. Members may please note that the Postal Ballot Notice will also be available on the Company’s website at www.karmaenergy.co, websites of the Stock Exchanges i.e. The BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) at www.bseindia.com and www.nseindia.com respectively and NSDL website.

7. All the material documents referred in the Explanatory Statements, shall be available for inspection through electronic mode, basis the request being sent on investorshelpdesk@weizmann.co.in Members who wish to inspect the documents are requested to send an email to investorshelpdesk@weizmann.co.in mentioning their name, Folio no. / Client ID and DP ID, and the documents they wish to inspect, with a self-attested copy of their PAN card attached to the email.

8. The Notice is being sent to all the Members, whose names appeared in the Register of Members/ Record of Depositories on Friday 15[th] December 2023. Voting rights shall be reckoned on the paid up value of the shares registered in the name of the Members as on that date. A person who is not a member as on the cut-off should treat this Notice of Postal Ballot for information purpose only.

9. The voting period commences on Tuesday, 19[th] December, 2023 at 0900 hours IST and ends on Wednesday, 17[th] January, 2024 at 1700 hours IST. The e-Voting module will be disabled by NSDL for voting thereafter.

10. Members holding shares in physical mode and who have not updated their email addresses with the Company are requested to update their email addresses by writing to the Company at investorshelpdesk@weizmann.co.in along with the copy of the signed request letter mentioning the name

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and address of the Member, self-attested copy of the PAN card, and self-attested copy of any document (e.g.: Driving License, Election Identity Card, Passport etc.) in support of the address of the Member. Members holding shares in dematerialised mode are requested to register/ update their email addresses with relevant depository participants. In case of any queries/ difficulties in registering the e-mail address, Members may write to investorshelpdesk@weizmann.co.in

1. Scrutinizer will submit his report after completion of the scrutiny, addressed to the Chairman on or before Friday, 19[th] January, 2024. The Chairman will or in his absence any other person so authorized by him will announce the result of voting by postal ballot on or before Friday, 19[th] January, 2024. The results of the Postal Ballot along with the scrutinizer’s report will be displayed on the website of the Company besides being communicated to the stock exchanges on which the shares of the Company are listed.

2. The Scrutinizer’s decision on the validity of the Postal Ballot shall be final.

13. Voting through electronic means

- How do I vote 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.

Login 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 ore-Voting service provider i.e. NSDLand you will be re-directed to e- Voting website of NSDL for casting your vote during the remote e- Voting period.

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1. 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.jsp

2. 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 or eVoting 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.

3. Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

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Individual Shareholders holding securities in demat mode with CDSL

1. 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.

2. 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 period or joining virtual meeting & voting during the meeting. 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.

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4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on "www.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: Members 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	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at 022 - 4886 7000 and 022 - 2499 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33

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?

1. 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.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

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1. 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.

2. Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is :
a) For Members 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 Members 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 Members 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 127333 then user ID is 101127333

1. Password details for shareholders other than Individual shareholders are given below:

2. a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

3. 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.

4. 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’.

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

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1. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:

2. 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.

3. b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

4. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

5. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e- Voting system of NSDL.

6. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

7. Now, you will have to click on “Login” button.

8. 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?

1. 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.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.

3. Now you are ready for e-Voting as the Voting page opens.

4. 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.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. 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 mferraocs@gmail.com with a copy marked to evoting@nsdl.co.in. 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 "eVoting" tab in their login.

2. 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

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reset the password.

1. 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 Ms. Pallavi at evoting@nsdl.co.in.

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 :

1. 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 (selfattested scanned copy of Aadhar Card) by email to investorshelpdesk@weizmann.co.in.

2. 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 investorshelpdesk@weizmann.co.in If you are an Individual shareholders 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 .

1. Alternatively shareholder/members may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.

2. 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.

For KARMA ENERGY LIMITED Sd/T V Subramanian CFO & Company Secretary

Place : Mumbai

Date : December 14, 2023

Registered Office:

Empire House Dr. D N Road, Ent. A K Nayak Marg, fort, Mumbai – 400 001.

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EXPLANATORY STATEMENT (PURSUANT TO THE PROVISIONS OF SECTION 102 OF THE COMPANIES ACT, 2013)

ITEM NO. 1:

The following statement sets out all the material facts relating to the Resolution Nos.1 & 2 to be passed as mentioned in the accompanying Notice:

Context for Item Nos.1 & 2:

In terms of Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (‘Listing Regulations’), as amended, any transaction with a related party shall be considered material, if the transaction(s) entered into / to be

entered into individually or taken together with the previous transactions during a financial year, exceeds Rs.1,000 crore or 10% of annual consolidated turnover of the Company as per the last audited financial statements of the Company, whichever is lower, and will require prior approval of Members by means of an ordinary resolution. The said limits are applicable, even if the transactions are in the ordinary course of business of the concerned company and at an arm’s length basis. The amended Regulation 2(1)(zc) of the Listing Regulations has also enhanced the definition of Related Party(ies) and Related Party Transactions (RPTs) which now includes a transaction involving a transfer of resources, services or obligations between a listed entity or any of its subsidiaries on the one hand and a related party of the listed entity or any of its subsidiaries on the other hand, regardless of whether a price is charged or not.

It is in the above context that Resolution Nos.1 & 2 are placed for the approval of the Members of the Company.

Background, details and benefits of the transaction

Tapi Energy Projects Limited (‘TEPL’) and Windia Infrastructure Finance Limited (‘WIFL’) are Promoter Group entities of Karma Energy Limited (‘KEL’/‘Company’) and consequently related parties of KEL. KEL needs to meet its working capital requirements at the same time deploys its surplus generation proceeds on short term basis from / with TEPL and WIFL in the form of Inter Corporate Deposits (ICD’s) repayable on demand. The company has obtained the approval of the Audit Committee of Directors (‘Audit

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Committee’). However, approval of the Members is being sought for material Related Party Transactions.

The management has provided the Audit Committee with the relevant details of various proposed RPTs including material terms. All Independent Directors on the Audit Committee, after reviewing all necessary information, has granted approval for entering into the RPTs with TEPL and WIFL for an aggregate value not exceeding Rs.40.00 crore. The existing transaction with TEPL and WIFL are on arm’s length basis. The Audit Committee has noted that the said transactions with TEPL and WIFL will be on an arm’s length basis and in the ordinary course of business of the Company.

Details of the proposed RPTs between the Company and TEPL / WIFL, including the information required to be disclosed in the Explanatory Statement pursuant to the SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2021/662 dated November 22, 2021, are as follows:

~~Sl.~~ No.	~~Description~~	~~Details~~
~~1.~~	~~A summary of information provided by the management to the Audit Committee~~
a.	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);	Tapi Energy Projects Limited & Windia Infrastructure Finance LimitedarePromoter Group entities of Karma Energy Ltd and consequently, related parties of KEL. TEPL and WIFL holds 0.01 % and 0.02% stakes in KEL respectively. Nature of transactions Estimated value(Rs. in crore) Granting of Inter Corporate Deposits (ICD’s)to Tapi EnergyProjects Ltd 5.04 Granting of Inter Corporate Deposits (ICD’s)upto maximum limit of 15.00 Availing of Inter Corporate Deposits (ICDs) from Tapi Energy Projects Ltd 3.90 Availing of Inter Corporate Deposits (ICDs) upto Maximum limit of 25.00
			Nature of transactions	Estimated value(Rs. in crore)
			Granting of Inter Corporate Deposits (ICD’s)to Tapi EnergyProjects Ltd	5.04
			Granting of Inter Corporate Deposits (ICD’s)upto maximum limit of	15.00
			Availing of Inter Corporate Deposits (ICDs) from Tapi Energy Projects Ltd	3.90
			Availing of Inter Corporate Deposits (ICDs) upto Maximum limit of	25.00
b.	Nature, material terms, monetary value and particularsof contracts or arrangement	Inter Corporate Deposits – Lending.		Borrowing and
c.	Tenure of the transaction	While the tenure of the on-going arrangements ranges from FY23, approval of the Members is being sought for material RPTs for Financial year 2023-2024.
d.	Value of Transaction	To borrow amounts from time to time aggregating to Rs. 25 Cr or place deposits from time to time aggregating to Rs.15 Cr from / With Windia Infrastructure Finance Limited and Tapi Energy Projects Limited (being Promoter Group Companies)
e.	Percentage of annual consolidated turnover considering FY23 as the immediately	1.28 crore (10 % of Rs.12.80 crore)

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			preceding financial year	preceding financial year
	2.		Justification for the transaction		Please refer to ‘Background, details and benefits of the transaction’ which forms part of the explanatory statement to the Resolution No.2.
3.		Details of transaction relating to any loans, inter-corporate deposits, advances or investments made or given by the listed entityor its subsidiary:
		(i) details of the source of funds in connection with the proposed transaction		To borrow amounts in aggregate from time to time aggregating to Rs. 25 Cr to meet the
		(ii) where any financial indebtedness is incurred to make or give loans, inter- corporate deposits, advances or investments - nature of indebtedness; - cost of funds; and - tenure		working capital requirement of the Company as timely realisation of trade receivables from State Electricity Boards have been a perennial issue. Or Place deposits from time to time aggregating to Rs.15 Cr in case realisation of generation proceeds from Utilities improve and post repayment of then borrowings, if any, funds are temporarily surplus and there are no immediate financial obligations to be met. General Interest rate has been from 6% to 8%
		(iii) applicable terms, including covenants, tenure, interest rate and repayment schedule, whether secured or unsecured; if secured, the nature of security
		(iv) the purpose for which the funds will be utilized by the ultimate beneficiary of such funds pursuant to the RPT		pa based on Prevalent Government bonds yield. Since funds placed as deposits are from own surplus funds Cost is nil. Repayments are on demand.
~~Sl.~~ No.		~~Description~~		~~Details~~
4.		A statement that the valuation or other external report, if any, relied upon by the listed entity in relation to theproposed transaction will be made available through registered email address of the shareholder		Not Applicable
5.		Percentage of counterparty’s annual consolidated turnover that is represented by the value of the proposed RPT, on a voluntary basis		1.28 crore

			preceding financial year	preceding financial year
	2.		Justification for the transaction		Please refer to ‘Background, details and benefits of the transaction’ which forms part of the explanatory statement to the Resolution No.2.
3.		Details of transaction relating to any loans, inter-corporate deposits, advances or investments made or given by the listed entityor its subsidiary:
		(i) details of the source of funds in connection with the proposed transaction		To borrow amounts in aggregate from time to time aggregating to Rs. 25 Cr to meet the
		(ii) where any financial indebtedness is incurred to make or give loans, inter- corporate deposits, advances or investments - nature of indebtedness; - cost of funds; and - tenure		working capital requirement of the Company as timely realisation of trade receivables from State Electricity Boards have been a perennial issue. Or Place deposits from time to time aggregating to Rs.15 Cr in case realisation of generation proceeds from Utilities improve and post repayment of then borrowings, if any, funds are temporarily surplus and there are no immediate financial obligations to be met. General Interest rate has been from 6% to 8%
		(iii) applicable terms, including covenants, tenure, interest rate and repayment schedule, whether secured or unsecured; if secured, the nature of security
		(iv) the purpose for which the funds will be utilized by the ultimate beneficiary of such funds pursuant to the RPT		pa based on Prevalent Government bonds yield. Since funds placed as deposits are from own surplus funds Cost is nil. Repayments are on demand.
~~Sl.~~ No.		~~Description~~		~~Details~~
4.		A statement that the valuation or other external report, if any, relied upon by the listed entity in relation to theproposed transaction will be made available through registered email address of the shareholder		Not Applicable
5.		Percentage of counterparty’s annual consolidated turnover that is represented by the value of the proposed RPT, on a voluntary basis		1.28 crore

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6.	Name of the director or key managerial personnel who is related, if any, and nature of relationship	Tapi Energy Projects Limited Mrs. Smita V Davda is an Independent Director in Tapi Energy Projects Limited and also in the Company. Mr. Chetan Mehra – Vice Chairman and Promoter of the Company may be deemed to be concerned or interested to the extent of their directorship in the company Windia Infrastructure Finance Limited Mr. B S Shetty is an Independent Director in Windia Infrastructure Finance Limited and also in the Company. Mr. Chetan D Mehra – Vice Chairman and Promoter of the Company and Manager in Windia Infrastructure Finance Limited. He also holds 3.95% Equity Stake in WIFL.
7.	Any other information that may be relevant	All important information forms part of the Explanatory Statement setting out material facts of the proposed RPTs.

Arm’s length pricing:

The RPT(s) /contract(s) /arrangement(s) mentioned in this proposal meet the arm’s length testing criteria. The RPT(s)/contract(s)/arrangement(s) also qualifies as contract under ordinary course of business. Brief details on the mode of determination of arm’s length pricing are provided below:

~~Nature ofTransaction Arm’s length pricing~~ Transaction(s) not exceeding `Rs.40.00 Inter Corporate Deposits (ICD’s) for working capital crore (Inter Corporate Deposit (ICD) needs from TEPL / WIFL per Policy on Related Party borrowing up to Rs.25 crore and Transactions of the Company. placement of ICD up to Rs.15 crore) Inter Corporate Deposits (ICD’s) placed out of available surplus funds for short term with TEPL / WIFL.

The said transaction, being a material RPT, requires prior approval of the Members of the Company in accordance with Regulation 23 of the Listing Regulations.

Members may note that in terms of the provisions of the Listing Regulations, the related parties as defined thereunder (whether such related party(ies) are a party to the aforesaid transactions or not), shall not vote to approve Resolution under Item No.1&2.

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Except as mentioned above, none of the Directors and KMPs of the Company and/or their respective relatives are, in any way, concerned or interested either directly or indirectly, financially or otherwise in the Resolution set out at Item No.1&2 of the accompanying Notice.

Based on the review and approval of the Independent Directors on the Audit Committee, the Board of Directors recommends the Ordinary Resolution contained at item no.1 of the accompanying notice to the members for approval.

By order of Board of Directors

Sd/-

T V Subramanian CFO & Company Secretary

Date: December 14, 2023

Place: Mumbai

Registered office:

214, Empire House, Dr D N Road, Ent. A K Nayak Marg, Fort, Mumbai – 400 001.

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