PETRONET LNG LTD. — Proxy Solicitation & Information Statement 2023

Mar 6, 2023

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Petronet LNG Limited

Regd. Office: World Trade Centre, Babar Road, Barakhamba Lane, New Delhi – 110001 Phone : 011-23411411, Fax: 011- 23472550, CIN: L74899DL1998PLC093073 Email: investors@petronetlng.in , Company’s website: www.petronetlng.in PAN: AAACP8148D GST: 07AAACP8148D1ZI

ND/PLL/SECTT/REG. 30/2023

6[th] March 2023

The Manager The Manager BSE Limited National Stock Exchange of India Ltd. Phiroze Jeejeebhoy Towers Exchange Plaza, Bandra Kurla Complex Dalal Street, Mumbai – 400 001 Bandra East, Mumbai – 400 051

Sub: Intimation under Regulation 30 of SEBI (LODR) Regulations, 2015:

• a) Notice of Postal Ballot

• b) E-voting and cut-off date

Dear Sir / Madam,

In continuation of our letter(s) dated February 21, 2023 regarding extension of tenure of Shri Vinod Kumar Mishra (DIN: 08125144) as Director (Finance) and CFO, the whole-time Key Managerial Personnel, for a further period of two years w.e.f. 18th April 2023 on the existing terms and conditions, subject to the approval of the Members of the Company, it is hereby informed that the Company is conducting Postal Ballot for seeking the approval of Members of the Company for the purpose. A copy of Notice of Postal Ballot along with explanatory statement and instructions for e-voting is enclosed herewith.

In compliance with General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022, 11/2022 dated December 28, 2022 and other relevant circulars and notifications issued by the Ministry of Corporate Affairs, this Postal Ballot notice is being sent only through electronic mode to those members whose e-mail addresses are registered with the Company/ Depositories 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 the cut-off date i.e. Friday, March 3, 2023 (“Cut-off date”).

The Company had already intimated of the opportunity being given to its Members and mechanism available to them to register their email addresses, so that various communication(s) can be sent to them through email.

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 shall commence from Friday, March 10, 2023 at 9:00 a.m. (IST) and shall end on Saturday, April 8, 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

Dahej LNG Terminal: GIDC Industrial Estate, Plot No. 7/A, Dahej Taluka Vagra , Distt. Bharuch - 392130 (Gujarat) Tel.: 02641-257249 Fax· 02641-257252

Kochi LNG Terminal: Survey No. 347, Puthuvypu P.O. 682508, Kochi Tel.· 0484-2502268

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Petronet LNG Limited

Regd. Office: World Trade Centre, Babar Road, Barakhamba Lane, New Delhi – 110001 Phone : 011-23411411, Fax: 011- 23472550, CIN: L74899DL1998PLC093073 Email: investors@petronetlng.in , Company’s website: www.petronetlng.in PAN: AAACP8148D GST: 07AAACP8148D1ZI

held by them in the paid-up equity share capital of the Company as on cut-off date. Communication of assent or dissent of the Members would only take place through the remote e-voting system.

This Postal Ballot Notice is also available at the website of the Company at https://petronetlng.in/ and on the website of e-voting agency i.e. NSDL at https://www.evoting.nsdl.com/.

The result of the Postal Ballot shall be announced on or before Tuesday, April 11, 2023.

This is for information and records please.

Thanking you,

Yours faithfully,

RAJAN Digitally signed by RAJAN KAPUR Date: 2023.03.06 KAPUR 16:36:01 +05'30'

(Rajan Kapur)

Encl: as above

Company Secretary

Dahej LNG Terminal: GIDC Industrial Estate, Plot No. 7/A, Dahej Taluka Vagra , Distt. Bharuch - 392130 (Gujarat) Tel.: 02641-257249 Fax· 02641-257252

Kochi LNG Terminal: Survey No. 347, Puthuvypu P.O. 682508, Kochi Tel.· 0484-2502268

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Petronet LNG Limited

Regd. Office: World Trade Centre, Babar Road, Barakhamba Lane, New Delhi – 110001 Phone : 011-23411411, Fax: 011- 23472550, CIN: L74899DL1998PLC093073 Email: investors@petronetlng.in , Company’s website: www.petronetlng.in PAN: AAACP8148D GST: 07AAACP8148D1ZI

NOTICE OF POSTAL BALLOT

Dear Member(s),

NOTICE is hereby given pursuant to Section 110 and other applicable provisions, if any, of the Companies Act, 2013 (‘ Act ’), read with the Companies (Management and Administration) Rules, 2014, (‘ Rules ’), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘ SEBI LODR, 2015 ) read with the General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022, 11/2022 dated December 28, 2022 and other relevant circulars and notifications issued by the Ministry of Corporate Affairs (hereinafter collectively referred to as ‘MCA Circulars’ ) and other applicable laws and regulations (including any statutory modification or reenactment thereof for the time being in force) that the following special businesses set out below are proposed to be passed by the Members of Petronet LNG Limited (‘Company’ ), by the process of Postal Ballot through electronic means ( remote e-voting ) only.

In compliance with the aforesaid 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 register the same with respective Depository/ RTA/ Company. The opportunity to register email has been provided through NSDL/ CDSL/ RTA, the communication of the same has been given though advertisement dated February 26, 2023 (published on February 27, 2023) and disclosure to NSE and BSE on February 27, 2023.

An explanatory statement under Section 102 (1) of the Act setting out all material facts relating to the resolutions mentioned in this Postal Ballot Notice is annexed. Pursuant to Rule 22 (5) of the Rules, the Board of Directors of your Company, has appointed M/s Agarwal S. & Associates, Practising Company Secretaries, Delhi (Firm Reg. No. P2003DE049100) as the Scrutiniser for conducting the Postal Ballot and e-voting process in a fair and transparent manner.

In compliance with the provisions of Sections 108 and 110 of the Act, read with Rules 20 and 22 of the Rules, Regulation 44 of the SEBI LODR, 2015 and MCA Circulars, the Company is offering facility of e-voting (remote e-voting) through National Securities Depository Limited (NSDL) to all Members to enable them to cast their votes electronically. Members are requested to follow the procedure as stated in the Notes in this regard.

The remote e-voting period commences from 9:00 a.m. (IST) on Friday, March 10, 2023 and ends at 5:00 p.m. (IST) on Saturday, April 8, 2023. The Scrutiniser will submit their report to the Chairman/ Managing Director of the Company and the results of the Postal Ballot will be announced on or before Tuesday, April 11, 2023. The said results would be displayed at the Registered Office of the Company and intimated to the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) where the shares of the Company are listed. Additionally, the results will also be uploaded on the Company’s website www.petronetlng.in and on the website of National Securities Depository Limited (NSDL) at https://www.evoting.nsdl.com/.

Dahej LNG Terminal: GIDC Industrial Estate, Plot No. 7/A, Dahej Taluka Vagra , Distt. Bharuch - 392130 (Gujarat) Tel.: 02641-257249 Fax· 02641-257252

Kochi LNG Terminal: Survey No. 347, Puthuvypu P.O. 682508, Kochi Tel.· 0484-2502268

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SPECIAL BUSINESS:

To consider and, if thought fit, to pass the following resolution(s) as Ordinary Resolution(s):

ITEM NO. 1

To consider and approve extension of the tenure of Shri Vinod Kumar Mishra (DIN: 08125144) as Director (Finance) of the Company for a period of two years w.e.f. April 18, 2023

“ RESOLVED THAT pursuant to the provisions of Article 111 of the Articles of Association of the Company, provisions of Sections 149, 152, 196 and 197 of the Companies Act, 2013 (the Act) read with Schedule V to the Act and the Rules made under the Act (including any statutory modification(s) or re-enactment thereof for the time being in force) and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time-to-time and all other applicable provisions under the Act or Regulations, if any, and based on the approval accorded by the Board of Directors of the Company on the recommendation of Nomination and Remuneration Committee of the Board, approval of the Members of the Company be and is hereby accorded to the extension of tenure of Shri Vinod Kumar Mishra (DIN: 08125144) as Director (Finance) of the Company, for a further period of two years, w.e.f. April 18, 2023, on the existing terms and conditions, with liberty to the Board of Directors to alter and vary the terms and conditions and/ or remuneration, subject to the same not exceeding the limits specified under Schedule V to the Companies Act, 2013 or any statutory modification(s) or re-enactment thereof, as set out in Statement pursuant to Section 102 of the Act annexed to the Notice of this Postal Ballot and that Shri Vinod Kumar Mishra shall not be liable to retire by rotation.”

Notes:

1. An explanatory statement pursuant to the provisions of Section 102 of the Companies Act, 2013 (‘Act’) setting out the material facts relating to the business to be transacted is annexed hereto. The relevant details, pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, in respect of the Directors seeking appointment/re-appointment is annexed.

2. In accordance with the MCA circulars, the Postal Ballot Notice is being sent only in electronic form to Members whose names appear on the Register of Members/ List of Beneficial Owners as received from the National Securities Depository Limited (‘NSDL’) and Central Depository Services (India) Limited (‘CDSL’) as on Friday, March 3, 2023 (cut-off date) and who have registered their e-mail addresses with the Company/ Depositories. The Postal Ballot Notice has also been placed on the websites of the Company i.e. www.petronetlng.in and NSDL. Physical copies of the Postal Ballot Notice along with Postal Ballot forms and pre-paid business reply envelopes are not being sent to Members for this Postal Ballot in line with the exemption provided in the MCA circulars.

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1. Member(s) whose names appear on the Register of Members/ List of Beneficial Owners as on the cut-off date will be considered for e-voting. A person who is not a Member as on the cut-off date should treat this Notice for information purpose only.

4. Service of Postal Ballot Notice electronically:

Members holding shares in physical mode	This postal ballot notice is issued electronically to Members whose e-mail addresses are available and registered in the records of the Registrar and Transfer Agent.
Members holding shares in demat mode	This postal ballot notice is issued electronically to Members whose e-mail addresses are available and registered in the records of the Depositories.

1. In compliance with the provisions of Section 108 and 110 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and MCA circulars issued from time to time, the Company provides the Members the facility to exercise their right to vote by electronic means through e-voting services provided by National Securities Depository Limited (NSDL). The instructions for e-voting are annexed to this Notice.

6. Remote e-voting timeline:

Remote e-voting timeline:
Commencement of e-voting	Friday,March 10,2023 9:00 a.m.(IST)
Conclusion of e-voting	Saturday,April 8,2023 till 5:00p.m.(IST)

1. The voting rights of Members shall be in proportion to their shares in the paid-up equity share capital of the Company as on the cut-off date i.e. Friday, March 3, 2023.

2. The resolutions, if passed with requisite majority by the Members through Postal Ballot shall be deemed to be passed on the last date of the voting period i.e. on Saturday, April 8, 2023 and shall be deemed to have been passed as if they have been passed at a general meeting of the Members convened in that behalf.

3. The Board of Directors of the Company (the Board), has appointed M/s Agarwal S. & Associates, Practising Company Secretaries, Delhi (Firm Reg. No. P2003DE049100) who are not in employment of the Company as the Scrutiniser, for conducting the said Postal Ballot process in a fair and transparent manner. The Scrutiniser has communicated his willingness to be appointed for conducting the Postal Ballot process.

4. Relevant documents referred to in the Postal Ballot Notice and the Statement under Section 102 of the Act are available for inspection by the Members at the Registered Office of the Company during 10:00 a.m. (IST) to 5:00 p.m. (IST) on all working days (Monday - Friday) till the last date for e-voting. Members seeking inspection may send an e-mail to investors@petronetlng.in.

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1. The instructions for e-voting are as under:

2. i) The e-voting period begins at 9:00 a.m. (IST) on Friday, March 10, 2023 and ends on Saturday, April 8, 2023 at 5:00 p.m. (IST) During this period, Members of the Company, holding shares either in physical form or in dematerialised form, as on Friday, March 3, 2023 may cast their votes electronically. The e-voting module shall be disabled by NSDL for voting thereafter.

- 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:

ogin method for Individual share	holders 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.comeither 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

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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 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.

1. 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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		NSDLMobileAppisavailableon tiAppStore ► GooglePloy IIIJI
Individual	Shareholders	1. Users who have opted for CDSL Easi/ Easiest facility, can
holding securities in demat		login through their existing user id and password.
mode with CDSL		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.comand click on login icon & New System
		Myeasi Tab and then user your existing Myeasi username &
		password.
		2. After successful login the Easi/ Easiest user will be able to
		see the e-Voting option for eligible companies where the e-
		Voting is in progress as per the information provided by
		company. On clicking the e-Voting 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 a e-
		Votinglink available on www.cdslindia.com homepage. The

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	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 e-Voting 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 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 at helpdesk.evoting@cdslindia.comor 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.

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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 e- services after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

1. Your User ID details are given below :

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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 e- services after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically. 4. 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
5.	Password details for shareholders other than Individual shareholders aregiven below:
	a) If you are already registered for e-Voting, then you can user your existing password to login and castyour vote.
	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
6.	If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

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• 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.co.in 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.

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

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

• After you click on the “Login” button, Home page of e-Voting will open.

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

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

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 sachincs2022@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 "e-Voting" 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

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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.

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 toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to Ms. Sarita Mote, Assistant Manager, NSDL 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 (self-attested scanned copy of Aadhar Card) by email to investors@petronetlng.in or to investor@bigshareonline.com.

2. In case shares are held in demat mode, please provide DPID-CLID (16-digit DPID + CLID or 16digit 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 investors@petronetlng.in or to investor@bigshareonline.com. If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the -

login method explained at step 1 (A ) i.e. Login method for e Voting for Individual shareholders holding securities in demat mode .

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.

We urge members to support our commitment to environmental protection by choosing to receive the Company’s communication through email. Members holding shares in demat mode, who have not registered their email addresses are requested to register their email addresses with their respective DP, and members holding shares in physical mode are requested to update their email addresses with the Company’s RTA, Bigshare Services Private Limited at investor@bigshareonline.com, to receive communications from the Company in electronic mode. Members may follow the process detailed below for registration of email ID to obtain the report and update of bank account details for the receipt of dividend.

Type of holder	Process to be followed
Physical	For availing the following investor services, send a written request in the prescribed forms to the RTA of the Company, Bigshare Services Private Limited either by email toinvestor@bigshareonline.comor by post to Office No. S6-2 6th Floor, Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri (E) Mumbai – 40009

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	Form for availing investor services to register PAN, email address, bank details and other KYC details or changes / update thereof for securities held inphysical mode	Form ISR-1
	Update of signature of securities holder	Form ISR-2
	For nomination as provided in the Rules 19 (1) of Companies (Share capital and Debenture) Rules, 2014	Form SH-13
	Declaration to opt out	Form ISR-3
	Cancellation of nomination by the holder(s) (along with ISR-3) / Change of Nominee	Form SH-14
	Form for requesting issue of Duplicate Certificate and other service requests for shares/ debentures/ bonds, etc., held in physical form	Form ISR-4
	The forms for updating the above details are available atwww.petronetlng.in
Demat	Please contact your DP and register your email address and bank account details in your demat account, as per the process advised by your DP.

Members are requested to note that Securities and Exchange Board of India vide circular dated January 25, 2022 has mandated that listed companies shall henceforth issue the securities in dematerialized form only while processing service requests for issue of duplicate securities certificate, claim from Unclaimed Suspense Account, renewal / exchange of securities certificate, endorsement, sub-division/ splitting of securities certificate, consolidation of securities certificates/folios, transmission and transposition purposes.

Members holding shares in physical mode are requested to get their holdings converted into dematerialised mode.

Any clarifications in this regard may be addressed to the RTA at investor@bigshareonline.com.

For and on behalf of Board of Directors of Petronet LNG Limited Sd/Rajan Kapur Company Secretary

Dated: March 4, 2023 Place: New Delhi

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Explanatory Statement pursuant to Section 102 of the Companies Act, 2013

As required under Section 102 of the Companies Act, 2013, the following explanatory statement sets out all the material facts relating to the Special Business mentioned in the accompanying Notice:

ITEM No. 1

Pursuant to the provisions of the Companies Act, 2013, every director is required to be appointed at a general meeting.

Regulation 17 (1C) of the SEBI LODR, 2015 provides that the listed entity shall ensure that approval of shareholders for appointment or re-appointment of a person on the Board of Directors or as a manager is taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier.

Shri Vinod Kumar Mishra (DIN: 08125144) was appointed as Director (Finance) and CFO, the wholetime Key Managerial Personnel of the Company to hold office for a period of five years w.e.f. April 18, 2018 until April 17, 2023. The approval of the shareholders for the said appointment was accorded in the 20[th] Annual General Meeting held on September 14, 2018.

The Board, in its Meeting held on February 21, 2023, has accorded the approval for extension of tenure of Shri Vinod Kumar Mishra as Director (Finance) and CFO, the whole-time Key Managerial Personnel of the Company to hold office for a further period of two years w.e.f. April 18, 2023 until April 17, 2025 on the existing terms and conditions.

Shri Vinod Kumar Mishra is a Chartered Accountant, MBA (Finance) and also holds degree in Law. He has rich experience of more than 3 decades in the areas of Corporate Finance, Direct and Indirect taxes, Treasury Management, Natural Gas Marketing, Hedging etc.

During his tenure as Director (Finance) in the Company, Shri Vinod Kumar Mishra has undertaken many important assignments and has many accomplishments to his credit, that have been instrumental in furtherance of the overall growth of the Company. Profit After Tax (PAT) has grown from Rs. 2,078 Crore in FY 2017-18 to Rs. 3,352 Crore in FY 2021-22, registering a growth of 61% and Net Worth has grown from Rs. 9,720 Crore in FY 2017-18 to Rs. 13,425 Crore in FY 2021-22, registering a growth of 38% during his tenure. Even in the wake of rising competition and challenging business environment, the Company has maintained its dominant position in the natural gas market in India. Further, the Company has maintained its International credit rating by Moody’s at par with sovereign rating of India and highest domestic credit rating of AAA by ICRA and CRISIL, throughout his tenure.

He has also been instrumental in the management strategies to successfully overcome various challenges to business e.g. lower spot LNG prices posing threat to Long Term Contracts (2019- 2020), outbreak of COVID-19 pandemic causing business disruptions (2020-2021), high and volatile spot LNG prices resulting in disruption in consumption of natural gas in India (2021 onwards), Russian invasion of Ukraine causing unprecedented surge & volatility in LNG Prices (2022 onwards) etc.

Due to his financial and business acumen, he has not only been bestowed with many awards and recognitions, but also brought glory to the Company with such honours. Amongst others, he was awarded CFO - Lifetime Achievement Award (2021) and CFO Vision for People Leadership (2021) from

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Franklin Templeton & Transformance Forums and 2nd Best CFO (2021) (All Asia Small and Midcap Category and South Asia Oil & Gas Category) by the prestigious Institutional Investors. In All Asia Small and Midcap and South Asia Oil & Gas Category, PLL was recognized for its Investor Relations Program (1st Rank), ESG Program (2nd Rank) and as an Honoured Company (2nd Rank) (2021) by the Institutional Investors. He is also acting as Member of various Committees of the Board of Directors.

Before joining Petronet LNG Limited, he has worked in GAIL (India) Limited a Maharatna Company, for more than 27 years. In his professional career in GAIL, he has successfully handled Project Financing of GREP Pipeline Project and Construction of two LPG plants and was also involved in handling O&M activities of NCR Region. Through his profound knowledge in Natural Gas Contracts, he has been instrumental in developing various Natural Gas Hedging strategies that resulted in immense economic benefit to the company. He was also involved in Financial Planning & Analysis, Contract Management of Natural Gas & other liquid Hydrocarbons, handling Direct & Indirect Taxation matters, Treasury, Provident Fund, Superannuation Fund, Insurance etc. He also held the position of Director in GAIL Global USA, INC, Houston (USA), a wholly owned subsidiary company of GAIL(India) Limited, having global footprint in the Liquefied Natural Gas (LNG) trade.

He also held the position of Chairman, Hydrocarbon Committee, PHD Chamber of Commerce and Industry (PHDCCI) in year 2022.

Shri Vinod Kumar Mishra is not disqualified from being appointed as a director in terms of Section 164 of the Companies Act, 2013 and under Para C (10) (i) of Schedule V to SEBI LODR, 2015. He has also given his consent to act as director of the Company.

Accordingly, extension of tenure of Shri Vinod Kumar Mishra as Director (Finance) of the Company is being put up to the Shareholders for seeking their approval through the process of this Postal Ballot. Shri Vinod Kumar Mishra shall not be liable to retire by rotation.

His brief resume, inter-alia, giving nature of expertise in specific functional area, shareholding in the Company, other Directorship, Membership/ Chairmanship of Committees and other particulars are enclosed with this notice.

Keeping in view his background and vast experience and his critical involvement as Director (Finance) in all the matters that are important for the current operations, future growth and various diversification initiatives of the Company, it will be in the interest of the Company that he continues as Director of the Company.

Except Shri Vinod Kumar Mishra, none of the Directors or Key Managerial Personnel of the Company or their relatives is concerned or interested, financially or otherwise, in the resolution set out at Item No. 1 of the Notice. The Board recommends the ordinary resolution set out at Item No. 1 for the approval of Members.

For and on behalf of Board of Directors of Petronet LNG Limited Sd/Rajan Kapur Company Secretary

Dated: March 4, 2023 Place: New Delhi

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Annexure

Disclosure under Reg. 36(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 1.2.5 of Secretarial Standards on General Meetings

Name of the Director	Shri Vinod Kumar Mishra DIN: 08125144
Date of Birth and Age	June 27,1963 and aged 59years and 8 months
Date of Appointment (initial)	April 18, 2018
Effective date of extension of tenure	April 18, 2023 for a further period of two years until April 17, 2025
Qualifications	Chartered Accountant, MBA (Finance) and LL.B.
Expertise in specific functional areas and Experience	Shri Vinod Kumar Mishra has rich experience of more than 3 decades in the areas of Corporate Finance, Direct and Indirect taxes, Treasury Management, Natural Gas Marketing, Hedging etc. During his tenure as Director (Finance) in the Company, Shri Vinod Kumar Mishra has undertaken many important assignments and has many accomplishments to his credit, that have been instrumental in furtherance of the overall growth of the Company. Profit After Tax (PAT) has grown from Rs. 2,078 Crore in FY 2017-18 to Rs. 3,352 Crore in FY 2021-22, registering a growth of 61% and Net Worth has grown from Rs. 9,720 Crore in FY 2017-18 to Rs. 13,425 Crore in FY 2021-22, registering a growth of 38% during his tenure. Even in the wake of rising competition and challenging business environment, the Company has maintained its dominant position in the natural gas market in India. Further, the Company has maintained its international credit rating by Moody’s at par with sovereign rating of India and highest domestic credit rating of AAA by ICRA and CRISIL, throughout his tenure. He has also been instrumental in the management strategies to successfully overcome various challenges to business e.g. lower spot LNG prices posing threat to Long Term Contracts (2019- 2020), outbreak of COVID-19 pandemic causing business disruptions (2020-2021), high and volatile spot LNG prices resulting in disruption in consumption of natural gas in India (2021 onwards), Russian invasion of Ukraine causingunprecedented surge & volatilityin LNG Prices(2022 onwards)etc.

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PETRONET ._...~ LIMI TED
	Due to his financial and business acumen, he has not only been bestowed with many awards and recognitions, but also brought glory to the Company with such honours. Amongst others, he was awarded CFO - Lifetime Achievement Award (2021) and CFO Vision for People Leadership (2021) from Franklin Templeton & Transformance Forums and 2nd Best CFO (2021) (All Asia Small and Midcap Category and South Asia Oil & Gas Category) by the prestigious Institutional Investors. In All Asia Small and Midcap and South Asia Oil & Gas Category, PLL was recognized for its Investor Relations Program (1st Rank), ESG Program (2nd Rank) and as an Honoured Company (2nd Rank) (2021) by the Institutional Investors. He is also acting as Member of various committees of the Board of Directors. Before joining Petronet LNG Limited, he has also worked in GAIL (India) Limited a Maharatna Company, for more than 27 years. In his professional career in GAIL, he has successfully handled Project Financing of GREP Pipeline Project and Construction of two LPG plants and was also involved in handling O&M activities of NCR Region. Through his profound knowledge in Natural Gas Contracts, he has been instrumental in developing various Natural Gas Hedging strategies that resulted in immense economic benefit to the company. He was also involved in Financial Planning & Analysis, Contract Management of Natural Gas & other liquid Hydrocarbons, handling Direct & Indirect Taxation matters, Treasury, Provident Fund, Superannuation Fund, Insurance etc. He also held the position of Director in GAIL Global USA, INC, Houston (USA), a wholly owned subsidiary company of GAIL (India) Limited, having global footprint in the Liquefied Natural Gas (LNG) trade. He also held the position of Chairman, Hydrocarbon Committee, PHD Chamber of Commerce and Industry (PHDCCI) in the year 2022.
Board Membership of other Companies/ Corporate Bodies	(i) Petronet LNG Foundation (ii) Petronet Energy Limited (iii) Petronet LNG Singapore Pte. Ltd., Singapore (iv) India LNG Transport Company (No. 4)Private Limited,Singapore
Skills and capabilities of Independent Directors	NA

Due to his financial and business acumen, he has not only been bestowed with many awards and recognitions, but also brought glory to the Company with such honours. Amongst others, he was awarded CFO - Lifetime Achievement Award (2021) and CFO Vision for People Leadership (2021) from Franklin Templeton & Transformance Forums and 2nd Best CFO (2021) (All Asia Small and Midcap Category and South Asia Oil & Gas Category) by the prestigious Institutional Investors. In All Asia Small and Midcap and South Asia Oil & Gas Category, PLL was recognized for its Investor Relations Program (1st Rank), ESG Program (2nd Rank) and as an Honoured Company (2nd Rank) (2021) by the Institutional Investors. He is also acting as Member of various committees of the Board of Directors.

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PETRONET ._...~ LIMI TED
Whether resigned from any listed entity in the last threeyears	Nil
Chairmanship(s)/ Membership(s) of Committees*	Petronet LNG Limited – Stakeholders’ Relationship Committee - Member
Number of shares held in the Company (self and as a beneficial owner)	Nil
Last Remuneration paid	Rs. 3,88,700.00 as Basic Salary plus allowances, benefits and perquisites as per rules of the Company.
Remuneration proposed to be paid	On the existing terms and conditions
Terms and Conditions of Appointment	On the existing terms and conditions
Relationship with other Directors or KMP of the Company	None
Number of meetings of the Board attended during the year since April 1, 2022	Eight out of eight

*For the determination of committee positions, membership/ chairmanship in Audit Committee and Stakeholders’ Relationship Committee is being reckoned.

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