OIL India Limited — Proxy Solicitation & Information Statement 2024

Feb 22, 2024

==> picture [83 x 83] intentionally omitted <==

Regd. Office: P.O. Duliajan, Dist. Dibrugarh, Assam-786602 Corp Office: Plot No. 19, Sector 16-A, Noida-201301, Uttar Pradesh CIN: L11101AS1959GOI001148 Website: www.oil-india.com

Ref. No. OIL/SEC/32-33/NSE-BSE Dated: 22.02.2024

National Stock Exchange of India Limited Exchange Plaza, Plot No. C/1, G Block, Bandra Kurla Complex, Bandra (E), Mumbai - 400 051 NSE Symbol: OIL	BSE Limited Department of Corporate Service Phiroze Jeejeebhoy Towers Dalal Street Mumbai - 400 001 BSE Security Code: 533106

Sub : Notice of Postal Ballot

Ref : Regulation 30 of the SEBI (LODR) Regulations, 2015

Sir / Madam,

Pursuant to Regulation 30 read with Schedule III of SEBI (Listing Obligations and Disclosure

Requirements) Regulations 2015, we submit herewith the Notice of Postal Ballot dated 22[nd] February, 2024 which is being sent to the Members of the Company for seeking their approval by means of Postal Ballot through remote e-voting on the following business item :

Description of Resolution	Type of Resolution
Approval of Related Party Transaction with respect to Area-1 Offshore Mozambique Project - Debt Service Undertaking	Ordinary

The Postal Ballot Notice is being sent to the Members whose names appear in the Register of Members of the Company as on Tuesday, 20[th] February, 2024 (Cut-off date) and who have already registered their e-mail IDs, for receipt of documents in electronic form, with Depositories/Company. The Company has engaged the services of National Securities Depository Limited (‘NSDL’) as the agency to provide remote e-voting facility to its Members.

E-Voting Schedule :

Commencement of E-Voting 26.02.2024 (Monday) at 9:00 A.M. End of E-Voting 26.03.2024 (Tuesday) till 5:00 P.M.

==> picture [83 x 83] intentionally omitted <==

Regd. Office: P.O. Duliajan, Dist. Dibrugarh, Assam-786602 Corp Office: Plot No. 19, Sector 16-A, Noida-201301, Uttar Pradesh CIN: L11101AS1959GOI001148 Website: www.oil-india.com

The Notice is available on the Company’s website at https://www.oil-india.com/ and on the website of the NSDL at www.evoting.nsdl.com.

Thanking you,

Yours faithfully, For Oil India Limited

AJAYA Digitally signed by AJAYA KUMAR KUMAR SAHOO Date: 2024.02.22 SAHOO 16:38:49 +05'30'

(A.K. Sahoo) Company Secretary & Compliance Officer

Encl: As above

==> picture [83 x 83] intentionally omitted <==

Regd. Office: P.O. Duliajan, Dist. Dibrugarh, Assam-786602 Corp Office: Plot No. 19, Sector 16-A, Noida-201301, Uttar Pradesh CIN: L11101AS1959GOI001148 Website: www.oil-india.com

NOTICE OF POSTAL BALLOT

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

Dear Shareholder(s),

Notice is hereby given that pursuant to the provisions of Section 108 and Section 110 of the Companies Act, 2013 (‘ the Act’ ) read with Companies (Management and Administration) Rules, 2014, as amended from time to time (‘ Rules ’) read with the Circular No. 14/2020 dated 08.04.2020, 17/2020 dated 13.04.2020, 22/2020 dated 15.06.2020, 33/2020 dated 28.09.2020, 39/2020 dated 31.12.2020, 10/2021 dated 23.06.2021, 20/2021 dated 08.12.2021, 3/2022 dated 05.05.2022, 10/2022 dated 28.12.2022 and 09/2023 dated 25.09.2023 issued by the Ministry of Corporate Affairs (‘ MCA ’) (hereinafter collectively referred to as ‘ MCA Circulars’ ) and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (‘ SEBI Listing Regulations’ ), Secretarial Standard on General Meetings (‘ SS-2 ’) issued by The Institute of Company Secretaries of India and other applicable provisions of the Act, Rules, Circulars and Notifications issued thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force and as amended from time to time), guidelines prescribed by the Ministry of Corporate Affairs (MCA), Government of India that the Resolution as set out in this Notice is proposed for consideration by the Shareholders of the Company for passing as the Ordinary resolutions by means of Postal Ballot by way of voting through electronic means (‘remote e-Voting’). The Company has engaged the services of National Securities Depository Limited as the agency to provide remote e-Voting facility to the Shareholders of the Company.

SPECIAL BUSINESS

Approval of Related Party Transaction with respect to Area-1 Offshore - Mozambique Project Debt Service Undertaking

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

“ RESOLVED THAT pursuant to provisions of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws, approval of the shareholders of the Company be and is hereby accorded for amendment of the existing guarantee support in the form of Debt Service Undertaking (DSU), as per project financing arrangement for value not exceeding USD 768 million as a related party transaction towards 4% participating interest in Area 1 Mozambique project held through Beas Rovuma Energy Mozambique Limited (BREML), a Joint Venture Company.

RESOLVED FURTHER THAT Director (Finance) be and is hereby authorized, either himself or through his nominated representative(s), to do all such acts, things or deeds as may be necessary, expedient, or incidental thereto in this regard.”

By Order of the Board For Oil India Limited Sd/(A.K. Sahoo) Company Secretary M. No.: A12385

Place: Noida Date: 22.02.2024

NOTES

1. In accordance with the MCA Circulars, this Postal Ballot Notice is being sent only by electronic mode to those Members whose email address is registered with the Depositories/Company. The physical copy of the Postal Ballot Notice along with postal ballot form and prepaid business reply envelope are not being sent to the members for this Postal Ballot.

2. The following is annexed with the Notice:

3. i) Explanatory Statement pursuant to Section 102 of the Act read with Secretarial Standard (SS-2) issued by the Institute of Company Secretaries of India in respect of the Special Business.

4. ii) The business set out in the Notice would be transacted through electronic voting system and the Company is providing facility for voting by electronic means (instructions for remote e-voting are annexed).

5. Pursuant to the Regulation 44 of the Listing Regulations, Section 108 of the Act read with the Rules, the Company is providing facility to its members to exercise their right to vote on all resolutions set forth in the Postal Ballot Notice. The Company has engaged the services of National Securities Depository Limited (NSDL) to provide the remote e-voting facility.

6. Postal Ballot Notice is available at Company’s website www.oil-india.com and can also be accessed from the 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 also on the website of NSDL (agency for providing the Remote e-Voting facility) www.evoting.nsdl.com. All documents referred to in this Notice will be available for inspection electronically until the last date of E-voting. Shareholders seeking to inspect such documents can send an e-mail to investors@oilindia.in.

7. The “Cut-Off Date” to be eligible to vote by electronic means is Tuesday, February 20, 2024. Members would be able to cast their votes and convey their assent or dissent to the proposed resolutions only through the remote e-voting process. Members whose name appears in the Register of Members as on the Cut-Off Date will only be considered eligible for the purpose of e-voting. A person who becomes a member after the Cut-Off Date should treat this notice for information purpose only.

8. The remote e-voting period commences on Monday, February 26, 2024 (9:00 am) (IST) and ends on Tuesday, March 26, 2024 (5:00 pm) (IST). The remote e-voting module shall be disabled by NSDL for voting thereafter. During this period, members of the Company holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. Tuesday, February 20, 2024 , only shall be entitled to avail the facility of remote e-voting. The voting rights of the Members shall be in proportion to their shareholding in the paid-up equity share capital of the Company as on the cut-off Date i.e. Tuesday, February 20, 2024.

9. The Board of Directors have appointed Shri A.N. Kukreja of M/s A.N. Kukreja & Co., Company Secretaries (C.P. No. 2318 and FCS 1070), as Scrutinizer for conducting the Postal Ballot and e-voting process in a fair and transparent manner.

10. Members who have not registered their e-mail addresses are requested to register the same with the Company's RTA / Depository Participant(s) for sending future communication(s) in electronic form.

11. The Resolutions, if passed by requisite majority, will be deemed to be passed on the last date specified for remote e-voting i.e. Wednesday, March 26, 2024.

12. The Results of e-voting shall be declared within stipulated time and the said result along with the Scrutinizer’s Report thereon shall be placed on the Company’s website www.oil-india.com and on the website of NSDL www.evoting.nsdl.com and also be communicated to the stock exchange(s).

Instructions for Remote E-Voting

In terms of the SEBI circular No. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated 9[th] December 2020 on the e-voting facility provided by listed companies and as part of increasing the efficiency of the voting process, e-voting process has been enabled for all individual Members holding securities in demat mode to vote through their demat account maintained with depositories / websites of depositories / depository participants. Members are advised to update their mobile number and email ID in their demat accounts in order to access e-voting facility.

In conformity with the regulatory requirements, Members can vote only through remote e-voting, for which purpose they are requested to carefully read the instructions.

- 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. 2. If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3. 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. 4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.	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. 2. If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3. 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. 4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.

==> picture [201 x 116] intentionally omitted <==

	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. 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 websitewww.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 e- Voting link available on www.cdslindia.comhome 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.

Logintype	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.com 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.

3. 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

4. 5.	you log-in to NSDL eservices after Voting and you can proceed to Step Your User ID details are given below :	you log-in to NSDL eservices after Voting and you can proceed to Step 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 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’.

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

• 1. 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 evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

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

• 1. 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. 9. 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 an_kukreja@rediffmail.com with a copy marked to evoting@nsdl.com. 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 reset the password.

3. 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.com.

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 (selfattested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to einward.ris@kfintech.com.

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 their respective Depository Participant.

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.com 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.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE

COMPANIES ACT, 2013

Oil India Limited (OIL) jointly with ONGC Videsh Limited (Ratio of 40:60) invested in Rovuma Area-1 Offshore Mozambique Project, through Beas Rovuma Energy Mozambique Limited (BREML), Mauritius. BREML holds 10% Participating Interest (PI) in the Area-1. Total Energies holds 26.5% Participating Interest (PI) and is the Operator of Area-1 Project. Other Area-1 concessionaires are Mitsui (20% PI), BPRL (10% PI), ENH (National Oil Company of Mozambique-15% PI), ONGC Videsh Rovuma Limited (10% PI) and PTTEP (8.5% PI). The Area -1 consortium took Final Investment Decision (FID) on 18[th] June, 2019 for the development of the Golfinho-Atum (G-A) field (one of the five discovered natural gas fields in Area-1 Offshore Block in Mozambique) through construction and operation of two onshore LNG trains of total capacity 13.12 mmtpa.

The project is being developed through a limited recourse project financing, through a structure consisting of a Holding company, Mozambique LNG1 Holding Company Ltd in Abu Dhabi Global Market (ADGM), UAE (“ADGM HoldCo”), owned by the Concessionaires as per their respective participating interests in Area-1. ADGM HoldCo has three subsidiaries viz., i) Mozambique LNG1 Financing Company Ltd, located at ADGM, UAE (“Borrower SPE”), ii) Mozambique LNG1 Co-Financing Company LDA, located at Mozambique (“Co-Borrower SPE”) (together Borrowers) and the Mozambique LNG1 Company Pte. Ltd, located in Singapore (“Seller SPE” for Marketing and Shipping activities).

The project financing arrangement with a debt cap of USD 16 billion from Export Credit Agencies (ECAs), African Development Bank (AfDB) and Commercial Banks, was implemented through execution of various agreements on the key terms between the Lenders group and the project. The project finance is backed by Debt Service Undertaking (DSU) provided by sponsor companies (being parent/ultimate parent companies) for 120% of the Project Finance for construction period of the project. The DSU is a several guarantee of the loan obligations owed by the Borrowers to project financing lenders pro-rata to the participating interest of the concessionaire entity of such sponsor. Accordingly, OIL executed DSU on 15[th] July, 2020 with financial cap of USD 768 Million with validity upto 28[th] February 2029.

Due to deterioration of security situation, the project is under Force Majeure (FM) since 22[nd] April 2021. With improvement in security situation, Project is progressing towards restart. Therefore, the validity of the existing DSU, provided by OIL towards its participating interest of 4% in Area-1 Mozambique project (through BREML), for financing its investments is proposed to be extended upto 25th March 2033 as per the project financing arrangements. The amendment to the guarantee support provided by

OIL for its 4% Participating Interest (through BREML) in Area-1 Project financing being material in nature, falls under the category of Related Party Transaction and requires prior approval of shareholders under Regulation 23 of the SEBI (LODR) Regulations, 2015.

It may be pertinent to mention that the proposed RPT is not unfavourable to the listed entity, compared to the terms and conditions, had the similar transaction been entered into between two unrelated parties.

The Company has received necessary corporate approval for the transaction proposed above. Additional information as required for Material Related Party Transaction is provided at Annexure-A to the Postal Ballot Notice.

None of the Directors or Key Managerial Personnel of the Company or their relatives is interested, in the resolution set out in the Notice.

The Board recommends the resolution for your approval.

By Order of the Board For Oil India Limited Sd/(A.K. Sahoo) Company Secretary M. No.: A12385

Place: Noida

Annexure ‘A’

Additional Information

In terms of Regulation 23 of the SEBI (LODR) Regulations, 2015, read with SEBI Master Circular no. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023, additional Information is provided hereunder: -

Sl. No.	Particulars	Approval of Related Party Transaction with respect to Area-1 Offshore Mozambique Project - Debt Service Undertaking
1.	Name of Related Parties and relationship with the listed entity or its subsidiary	Beas Rovuma Energy Mozambique Limited (BREML), Joint Venture (OIL’s share 40%).
2.	Nature of Relationship	Joint Venture
3.	Nature and Material Terms of the proposed transaction	BREML’s participation in the Area-1 project financing is backed by Debt Service Undertaking (DSU) provided by OIL (being sponsor/ultimate parent company) for construction period of the project. Material Terms: The Company had already provided DSU (guarantee support) on 15th July, 2020 with validity upto 28th February 2029. The said guarantee period is to be extended upto 25th March 2033 and accordingly revised documents are to be finalized and executed. The DSU (guarantee support)shall not exceed USD 768 million.
4.	Tenure of the proposed transaction	The guarantee support/DSU shall remain in effect upto 25thMarch, 2033
5.	Whether in Ordinary Course of Business	Yes, it is a guarantee support provided for BREML’s participation (OIL’s share) in the Area-1 project financing for the purpose of principal business activity of the company.
6.	Whether at Arm’s Length basis	Yes
7.	Value of Proposed Transaction(s)	Maximum USD 768 Million (Rupee equivalent around Rs.6,374 crore considering USD 1= Rs.83).
8.	Justification as to how these RPTs is in the interest of the Company	To enable the Project, wherein OIL holds 4% interest through BREML, to draw the debt from the Lenders for development of Area1 Golfinho-Atum two train LNG project in Mozambique.
9.	The percentage of the listed entity’s annual consolidated turnover, for the immediately preceding financial year, that is represented by the value of the proposed transaction (and for a RPT involving a subsidiary, suchpercentage calculated on	OIL’s Consolidated Turnover FY 2022-23: Rs. 41,038.94 Crore DSU Maximum: USD 768 million, which is around Rs. 6,374 Crore So, % age of Turnover = 15.53% (i.e Rs. 6,374 Crore/Rs. 41,038.94 Crore)

	the basis of the subsidiary’s annual turnover on a standalone basis shall be additionally provided);	BREML’s turnover - NIL (Project is under construction phase)
10.	If the transaction relates to any loans, inter- corporate deposits, advances or investments made or given by the listed entity or its subsidiary: i)Details of the source of funds in connection with the proposed transaction; 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; iii) applicable terms, including covenants, tenure, interest rate and repayment schedule, whether secured or unsecured; if secured, the nature of security; and iv) the purpose for which the funds will be utilized by the ultimate beneficiary of such funds pursuant to the RPT.	Not Applicable