PETRONET LNG LTD. — Proxy Solicitation & Information Statement 2024

Dec 23, 2024

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Petronet LNG Limited

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

ND/PLL/SECTT/REG. 30/2024

23.12.2024

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 November 29, 2024, regarding appointment/ reappointment of Directors on the Board of the Company, it is hereby informed that the Company is conducting Postal Ballot for seeking the approval of Members of the Company for regularization of appointment/ reappointment of the Directors. 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, 09/2023 dated September 25, 2023, 09/2024 dated September 19, 2024 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, December 20, 2024 (“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, December 27, 2024 at 9:00 a.m. (IST) and shall end on Saturday, January 25, 2025 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 cut-off date.

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, CIN: L74899DL1998PLC093073 Email: investors@petronetlng.in , Company’s website: www.petronetlng.in PAN: AAACP8148D GST: 07AAACP8148D1ZI

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, January 28, 2025.

This is for information and records please.

Thanking you,

Yours faithfully,

Encl: as above

Digitally signed Rajan by Rajan Kapur Date: 2024.12.23 Kapur 16:24:19 +05'30' (Rajan Kapur) 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, 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, 09/2023 dated September 25, 2023, 09/2024 dated September 19, 2024 and other relevant circulars and notifications issued by the Ministry of Corporate Affairs (hereinafter collectively referred to as ‘MCA Circulars’ ), Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (“SS-2”) and any other applicable law, rules, circulars, notifications and regulations (including any statutory modification(s) or reenactment(s) thereof, for the time being in force), that the resolution in the special business appended below, be passed by the Members of the Company (as on the Cut-off Date) as special resolution(s), through postal ballot (“the Postal Ballot”) only by way of remote e-voting (“e-voting”):

S.No.	Particulars
1.	Reappointment of Shri Sanjeev Mitla (DIN: 00160478) as an Independent Director of the Company
2.	Reappointment of Shri Sundeep Bhutoria (DIN: 00733800) as an Independent Director of the Company
3.	Appointment of Shri Arvinder Singh Sahney (DIN: 10652030) as a Nominee Director (IOCL) of the Company

An Explanatory Statement under Section 102 (1) of the Act pertaining to the said resolutions setting out the material facts and the reasons / rationale thereof form part of this Postal Ballot Notice (“the Notice” or “the Postal Ballot Notice”).

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 communication urging Members to register their email address has been given through advertisement dated 09.12.2024 (published on 10.12.2024) and disclosure to NSE and BSE on 10.12.2024.

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.

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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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 as on Friday, 20[th] December 2024 (cut-off date). 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, 27[th] December 2024 and ends at 5:00 p.m. (IST) on Saturday, 25[th] January 2025. 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, 28[th] January 2025. 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.

SPECIAL BUSINESSES:

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

ITEM NO. 1

To reappoint Shri Sanjeev Mitla (DIN: 00160478) as an Independent Director of the Company

“ RESOLVED THAT in accordance with the provisions of Section 149, 152 read with Schedule IV and all other applicable provisions, if any, of the Companies Act, 2013 (the Act) and the Rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time-to-time and the Articles of Association of the Company, Shri Sanjeev Mitla (DIN: 00160478), who was reappointed as Independent Director of the Company by the Board of Directors of the Company on the recommendation of Nomination and Remuneration Committee of the Board of Directors with effect from February 9, 2025, who has submitted declaration to the effect that he meets the criteria of independence as provided in Section 149(6) of the Act along with rules framed thereunder and Regulation 16(1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and who holds office up to February 8, 2025, be and is hereby reappointed as Independent Director of the Company for a second term of three years w.e.f. February 9, 2025 up to February 8, 2028, not liable to retire by rotation, on the terms and conditions as given in Statement pursuant to Section 102 of the Act annexed to the Notice of this Postal Ballot.”

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ITEM NO. 2

To reappoint Shri Sundeep Bhutoria (DIN: 00733800) as an Independent Director of the Company

“ RESOLVED THAT in accordance with the provisions of Section 149, 152 read with Schedule IV and all other applicable provisions, if any, of the Companies Act, 2013 (the Act) and the Rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time-to-time and the Articles of Association of the Company, Shri Sundeep Bhutoria (DIN: 00733800), who was reappointed as Independent Director of the Company by the Board of Directors of the Company on the recommendation of Nomination and Remuneration Committee of the Board of Directors with effect from February 9, 2025, who has submitted declaration to the effect that he meets the criteria of independence as provided in Section 149(6) of the Act along with rules framed thereunder and Regulation 16(1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and who holds office up to February 8, 2025, be and is hereby reappointed as Independent Director of the Company for a second term of three years w.e.f. February 9, 2025 up to February 8, 2028, not liable to retire by rotation, on the terms and conditions as given in Statement pursuant to Section 102 of the Act annexed to the Notice of this Postal Ballot.”

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

ITEM NO. 3

To appoint Shri Arvinder Singh Sahney (DIN: 10652030) as Nominee Director (IOCL) of the Company

“ RESOLVED THAT in accordance with the provisions of Section 149, 152 and all other applicable provisions, if any, of the Companies Act, 2013 (the Act) and the Rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as amended from time-to-time and the Articles of Association of the Company, Shri Arvinder Singh Sahney (DIN: 10652030), who was nominated by Indian Oil Corporation Limited (IOCL) as its Nominee Director on the Board of the Company and who was appointed as an Additional Director (Nominee Director of IOCL) of the Company by the Board of Directors of the Company on the recommendation of Nomination and Remuneration Committee of the Board of Directors with effect from 29[th] November 2024 pursuant to Section 161 of the Act and who holds office up to the next General Meeting or three months, whichever is earlier, and in respect of whom the Company has, pursuant to Section 160 of the Act, received a notice from a Member in writing proposing his candidature for the office of Director, be and is hereby appointed as Nominee Director (IOCL) of the

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Company, liable to retire by rotation, on the terms and conditions as given in Statement pursuant to Section 102 of the Act annexed to the Notice of this Postal Ballot.”

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 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, 20[th] December 2024 (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 National Securities Depository Limited (‘NSDL’). Physical copies of the Postal Ballot Notice along with Postal Ballot forms and prepaid business reply envelopes are not being sent to Members for this Postal Ballot in line with the exemption provided in the MCA circulars.

3. 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.

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6. Remote e-voting timeline:

Remote e-voting timeline:
Commencement of e-voting	Friday,27thDecember 2024 from 9:00 a.m.(IST)
Conclusion of e-voting	Saturday,25thJanuary2025 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, 20[th] December 2024.

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, 25[th] January 2025 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.

5. We urge members to support our commitment to environment 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.

6. Important instruction for members holding shares in physical form:

7. (i) SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/ CIR/2021/655 dated November 3, 2021 (subsequently amended by Circular Nos. SEBI/HO/MIRSD/MIRSD_ RTAMB/P/CIR/2021/687 dated December 14, 2021, SEBI/HO/MIRSD/MIRSD-PoD1/P/CIR/2023/37 March 16, 2023 and SEBI/HO/MIRSD/POD-1/P/CIR/2023/181 November 17, 2023) has mandated that with effect from April 1, 2024, dividend to security holders (holding securities in physical form), shall be paid only through electronic mode. Such payment shall be made only after furnishing the PAN, choice of nomination, contact details including mobile number, bank account details and specimen signature. Further, relevant FAQs published by SEBI on its website can be viewed at the following link: 1704433843359.pdf (sebi.gov.in)

8. (ii) Members may please note that SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022 has mandated the

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Listed Companies to issue securities in dematerialized form only while processing service requests viz. 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. Accordingly, Members are requested to make service requests by submitting a duly filled and signed Form ISR – 4, the format of which is available on the Company’s website at https://www.petronetlng.in/norms-for-processing-investorsservice-requested-by-rta-related-forms and on RTA’s website at Bigshare Services Pvt Ltd (bigshareonline.com). It may be noted that any service request can be processed only after the folio is KYC Compliant.

(i) Members are requested to update their records by submitting duly filled and signed relevant form along with the relevant proofs listed in the forms, to the RTA of the Company, Bigshare Services Private Limited by post to Office No. S6-2 6[th] Floor, Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri {E} Mumbai – 400093.

Details of the relevant forms are provided herein below:

Type of holder	Process to be followed	Process to be followed
Physical Form	Form for availing investor services to register PAN, email address, bank details and other KYC details or changes / update thereof for securities held in physical mode	Form ISR-1
	Update of signature of securities holder	Form ISR-2
	Declaration to opt out	Form ISR-3
	Form for requesting issue of Duplicate Certificate and other service requests for shares / debentures/ bonds, etc., held in physical form	Form ISR-4
	Request for Transmission of Securities byNominee or Legal Heir	Form ISR-5
	For nomination as provided in the Rules 19 (1) of Companies (Share capital and Debenture) Rules, 2014	Form SH-13
	Cancellation of nomination by the holder(s) (along with ISR-3) / Change of Nominee	Form SH-14
	The forms for updating the above details are available atwww.petronetlng.in
Demat	Members holding shares in demat form who wish to update any of the details mentioned above can contact their depository participant for the same.

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To mitigate unintended challenges on account of freezing of folios, SEBI vide its Circular No. SEBI/HO/MIRSD/POD-1/P/ CIR/2023/181 dated November 17, 2023, has done away with the provision regarding freezing of folios not having PAN, KYC and Nomination details.

1. SEBI vide its Master Circular SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/145 dated 11[th] August 2023, has introduced Online Dispute Resolution (‘ODR’), which is in addition to the existing SEBI Complaints Redress System (‘SCORES’) platform, which can be utilised by the investors and the Company for dispute resolution.

Please note that the investors can initiate dispute resolution through the ODR portal only after exhausting the option to resolve dispute with the Company and on the SCORES platform. The SMART ODR Portal can be accessed at: https://smartodr.in/login.

The detailed circulars and process are also available on the website of the Company at https://www.petronetlng.in/sop-for-dispute-resolution-under-the-stock-exchange-arbitrationmechanism.

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

2. i) The e-voting period begins at 9:00 a.m. (IST) on Friday, 27[th] December 2024 and ends on Saturday, 25[th] January 2025 at 5:00 p.m. (IST). During this period, Members of the Company, holding shares either in physical form or in dematerialised form, as the cut-off date i.e. Friday, 20[th] December 2024 may cast their votes electronically. The e-voting module shall be disabled by National Securities Depository Limited (‘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.

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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 votingexperience.

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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 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- 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 e-voting is in progress and also able to directly access the system of all e-voting Service Providers.

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	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 on 022- 48867000
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 you log-in to NSDL eservices after

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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:

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

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.

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1. 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 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 or send a request to Ms. Pallavi Mhatre, Senior 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.

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

2. Shareholders may use the following link to register their details or raise their queries – https://www.bigshareonline.com/InvestorLogin.aspx

https://iconnect.bigshareonline.com/Account/Login

For and on behalf of Board of Directors of Petronet LNG Limited

sd/Rajan Kapur Company Secretary

Dated: 21.12.2024 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

Section 149(4) of the Companies Act, 2013, inter-alia, provides that every listed public company shall have at least one-third of the total number of directors as independent directors.

In terms of Regulation 17(1) of the SEBI LODR, 2015, the composition of board of directors of the listed entity shall have atleast one-third of the board of directors as independent directors, where the chairperson of the board of directors is a non-executive director.

Further, Regulation 25 (2A) of the SEBI LODR, 2015 inserted by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2021 provides that the appointment, re-appointment or removal of an independent director of a listed entity, shall be subject to the approval of shareholders by way of a special resolution.

In terms of the provisions of Section 149 (10), 149 (11) read with Section 152 of the Companies Act, 2013, an independent director shall be eligible for reappointment on passing of a special resolution by the company.

The first term of three years of Shri Sanjeev Mitla (DIN: 00160478) as Independent Director shall be expiring on February 8, 2025.

The Board of Directors, based on the performance evaluation by the entire Board and on the recommendation of Nomination and Remuneration Committee of the Board, reappointed Shri Sanjeev Mitla (DIN: 00160478) as Independent Director of the Company for a second tenure of three years w.e.f. February 9, 2025, subject to the approval of the shareholders.

His brief profile is as under:

Shri Sanjeev Mitla, (DIN: 00160478) (aged 59 years), is a Chartered Accountant by profession having rich entrepreneurial experience of more than 36 years in Strategic Planning & Management, Financial Planning & Control, Budgeting, Accounts, Auditing, Taxation, Legal & Secretarial Functions and MIS. He also holds Bachelor’s Degree in Commerce (B.Com. Hons.) from Hindu College, Delhi University in 1986.

He is a managing partner of M/s Sharma Goel & Co. LLP and founder promoter of M/s SGC Services Pvt. Ltd., a leading payroll services provider in the country specializing in handling of payroll services, compliances, Retiral Trust Management.

In his vast professional lifespan of over 36 years, he has accumulated extensive experience in almost all field of professional services and industrial sectors with a diverse portfolio of clients. He is having

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vast knowledge and experience in external and internal audit & systems as well as insurance, banking, manufacturing & social service sector. He has expertise in analysing existing systems and procedures, preparing business continuity plans, designing internal control systems and facilitating effective decision-making. He is also a keen planner, strategist & implementer with demonstrated abilities in managing entire financial operations along with auditing & taxation related matters. He has successfully conducted various Central Statutory audits of major Public Sector Corporations & Public Sector Banks.

He also has experience in advising fortune 500 multinational and large Indian business houses on a wide range of matters relating to FDI policy, business re-organization, cross-border tax structuring and tax controversy across a range of sectors. He performed an imperative role in establishing various International Joint Ventures. He has developed expertise in practice domains ranging from entry level strategy, income tax, indirect taxes, transaction advisory, merger and acquisitions, transfer pricing, regulatory matters and most recently GST.

The Company has also received a declaration of independence from Shri Sanjeev Mitla. In the opinion of the Board, Shri Sanjeev Mitla fulfils the conditions as set out in Section 149(6) read with Schedule IV of the Companies Act, 2013 and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, being eligible for reappointment as Independent Director. Shri Sanjeev Mitla 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 given his consent to act as director of the Company.

Accordingly, reappointment of Shri Sanjeev Mitla (DIN: 00160478) as Independent Director on the Board for a second term of three years w.e.f. February 9, 2025 is being put up to the shareholders for seeking their approval by way of special resolution through the process of this Postal Ballot. Shri Sanjeev Mitla, if appointed, 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 Directorships, Membership/ Chairmanship of Committees and other particulars are enclosed with this Notice.

In order to comply with the provisions of Regulation 17(1) of the SEBI LODR, 2015, Section 149 (1) of the Companies Act, 2013 read with rules made thereunder and keeping in view his background and vast experience, it will be in the interest of the Company that he continues as Independent Director of the Company.

Except Shri Sanjeev Mitla, being an appointee, 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 special resolution set out at Item No. 1 for the approval of Shareholders.

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ITEM No. 2

Section 149(4) of the Companies Act, 2013, inter-alia, provides that every listed public company shall have at least one-third of the total number of directors as independent directors.

In terms of Regulation 17(1) of the SEBI LODR, 2015, the composition of board of directors of the listed entity shall have atleast one-third of the board of directors as independent directors, where the chairperson of the board of directors is a non-executive director.

Further, Regulation 25 (2A) of the SEBI LODR, 2015 inserted by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2021 provides that the appointment, re-appointment or removal of an independent director of a listed entity, shall be subject to the approval of shareholders by way of a special resolution.

In terms of the provisions of Section 149 (10), 149 (11) read with Section 152 of the Companies Act, 2013, an independent director shall be eligible for reappointment on passing of a special resolution by the company.

The first term of three years of Shri Sundeep Bhutoria (DIN: 00733800) as Independent Director shall be expiring on February 8, 2025.

The Board of Directors, based on the performance evaluation by the entire Board and on the recommendation of Nomination and Remuneration Committee of the Board, reappointed Shri Sundeep Bhutoria (DIN: 00733800) as Independent Director of the Company for a second tenure of three years w.e.f. February 9, 2025, subject to the approval of the shareholders.

His brief profile is as under:

Shri Sundeep Bhutoria, (DIN: 00733800) (aged 51 years), is a social activist working for over two decades in the field of welfare, international cultural cooperation and the promotion and preservation of Indian arts. Based out at Kolkata, India, he plays a significant role in preserving and promoting India’s rich cultural legacy and works tirelessly to advocate universal literacy rooted in the nation’s literary heritage, through his involvement in various NGOs such as Prabha Khaitan Foundation and Education For All Trust.

He is widely acknowledged as a champion of the fine arts. He has been advising and instrumental in launching a number of CSR projects by various corporates.

He is serving as a Nominee of the Governor of Rajasthan at Bikaner University. He also serves as a Member of the Expert Committee of Cultural Function and Production Grant of the Ministry of Culture, Government of India, and as a member of the Advisory Committee of the Indian Council for Cultural Relations (ICCR). He is one of the brand ambassadors for the Eastern Zonal Cultural Centre (EZCC). He has also been nominated as a member of the Hindi Salahakar Samiti of the Ministry of Civil Aviation. He has been nominated by the Ministry of Culture, Government of India, as a member of the Board of

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Trustees of Indian Museum, Kolkata and he is a Fellow of the Royal Society of Arts (RSA), London. He is the Treasurer of the World Federation of United Nations Associations (WFUNA), which at present he has taken a leave of absence.

He is the Secretary-General of The Bengal, an NGO that brings together eminent citizens to promote socio-cultural and welfare activities. One of its projects, Pronam — run in collaboration with Kolkata Police — is an outreach program for the welfare of elderly citizens. In September 2010 he was felicitated at The House of Lords, London, for “Excellence in his chosen field of work”. He holds a master’s degree in Hindi from India and a Certificate in Corporate Management from Japan. Mr Bhutoria has authored seven books.

The Company has also received a declaration of independence from Shri Sundeep Bhutoria. In the opinion of the Board, Shri Sundeep Bhutoria fulfils the conditions as set out in Section 149(6) read with Schedule IV of the Companies Act, 2013 and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, being eligible for reappointment as Independent Director. Shri Sundeep Bhutoria 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 given his consent to act as director of the Company.

Accordingly, reappointment of Shri Sundeep Bhutoria (DIN: 00733800) as Independent Director on the Board for a second term of three years w.e.f. February 9, 2025 is being put up to the shareholders for seeking their approval by way of special resolution through the process of this Postal Ballot. Shri Sundeep Bhutoria, if appointed, 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 Directorships, Membership/ Chairmanship of Committees and other particulars are enclosed with this Notice.

In order to comply with the provisions of Regulation 17(1) of the SEBI LODR, 2015, Section 149 (1) of the Companies Act, 2013 read with rules made thereunder and keeping in view his background and vast experience, it will be in the interest of the Company that he continues as Independent Director of the Company.

Except Shri Sundeep Bhutoria, being an appointee, 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. 2 of the Notice. The Board recommends the special resolution set out at Item No. 2 for the approval of Shareholders.

ITEM No. 3

Regulation 17 (1C) of the SEBI LODR, 2015 inserted by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2021 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.

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In terms of provisions of Article 106 of Articles of Association of the Company, as long as an Investor Shareholder holds a minimum of 10% of the equity, such investor shareholder shall be entitled to nominate one person for appointment as Director. Presently, each of the promoter Company i.e. GAIL, IOCL, BPCL and ONGC holds 12.50% shares in the paid-up share capital of the Company.

Shri Arvinder Singh Sahney (DIN: 10652030), Chairman, Indian Oil Corporation Limited (IOCL) was nominated as Nominee Director (IOCL) on the Board of the Company by IOCL pursuant to Article 106 of the Articles of Association.

The Board of Directors, on the recommendation of Nomination and Remuneration Committee of the Board, appointed Shri Arvinder Singh Sahney (DIN: 10652030) as an Additional Director (Nominee Director of IOCL) of the Company w.e.f. 29[th] November 2024 to hold office upto next General Meeting or three months, whichever is earlier.

His brief profile is as under:

Shri A S Sahney, aged 54 years, is a Chemical Engineer from HBTI, Kanpur, with over three decades of expertise in the Refinery and Petrochemical sector. He brings extensive experience from working at five of IndianOil's nine refineries. At IndianOil, he has been instrumental in commissioning and optimizing key refinery units, including the 15 MMTPA Paradip Refinery, which has significantly bolstered India's refining capacity and energy security.

Prior to his appointment as Chairman, he headed IndianOil’s Petrochemical vertical, where he was instrumental in the conceptualization of various petrochemical projects, including the upcoming mega Petrochemical Complex at Paradip, poised to significantly expand IndianOil’s footprint in the sector.

A firm believer in people-centric leadership, Shri Sahney has championed Innovation and Digital transformation as drivers of growth and sustainability. His strategic vision and operational excellence have positioned IndianOil as a global energy major, well-equipped to meet the evolving energy needs of the nation.

Shri Sahney also chairs Terra Clean Limited, a Wholly Owned Subsidiary (WoS) of IndianOil focused on sustainable solutions, and is a Director at IndOil Montney Ltd, Canada, IndianOil’s WoS.

Shri Arvinder Singh Sahney 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 given his consent to act as director of the Company.

Accordingly, regularisation of appointment of Shri Arvinder Singh Sahney (DIN: 10652030) as Nominee Director (IOCL) on the Board is being put up to the shareholders for seeking their approval by way of ordinary resolution through the process of this Postal Ballot. Shri Arvinder Singh Sahney, if appointed, shall be liable to retire by rotation.

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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.

In order to comply with the provisions contained in the Articles of Association of the Company and keeping in view his background and vast experience, it will be in the interest of the Company that he continues as Director of the Company.

Except Shri Arvinder Singh Sahney, being an appointee, 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. 3 of the Notice. The Board recommends the ordinary resolution set out at Item No. 3 for the approval of shareholders.

For and on behalf of Board of Directors of Petronet LNG Limited

sd/Rajan Kapur Company Secretary

Dated: 21.12.2024 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 Sanjeev Mitla DIN: 00160478	Shri Sundeep Bhutoria DIN: 00733800	Shri Arvinder Singh Sahney DIN: 10652030
Date of Birth and Age	21.10.1965 (59 years)	04.11.1973 (51 years)	09.10.1970 (54 years)
Date of Appointment (initial)	Appointment w.e.f. 9thFebruary 2022 and reappointment w.e.f. 9thFebruary 2025	Appointment w.e.f. 9thFebruary 2022 and reappointment w.e.f. 9thFebruary 2025	Appointment w.e.f. 29thNovember 2024
Qualifications	Shri Sanjeev Mitla is a Chartered Accountant. He also holds Bachelor’s degree in Commerce (B.Com. Hons.) from Hindu College, Delhi University in 1986.	Shri Sundeep Bhutoria holds a Master’s degree in Hindi from India and a Certificate in Corporate Management from Japan.	Shri Arvinder Singh Sahney is a Chemical Engineer from HBTI, Kanpur.
Expertise in specific functional areas and Experience	Shri Sanjeev Mitla is having rich entrepreneurial experience of more than 36 years in Strategic Planning & Management, Financial Planning & Control, Budgeting, Accounts, Auditing, Taxation, Legal & Secretarial Functions and MIS. He is a managing partner of M/s Sharma Goel & Co. LLP and founder promoter of M/s SGC Services Pvt. Ltd., a leading payroll services provider in the country specializing in handling of	Shri Sundeep Bhutoria is a social activist working for over two decades in the field of welfare, international cultural cooperation and the promotion and preservation of Indian arts. Based out at Kolkata, India, he plays a significant role in preserving and promoting India’s rich cultural legacy and works tirelessly to advocate universal literacy rooted in the nation’s literary heritage, through his involvement in various NGOs such as Prabha	Shri Arvinder Singh Sahney has over three decades of expertise in the Refinery and Petrochemical sector. He brings extensive experience from working at five of IndianOil's nine refineries. At IndianOil, he has been instrumental in commissioning and optimizing key refinery units, including the 15 MMTPA Paradip Refinery, which has significantly bolstered India's refining capacity and energy security.

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	payroll services, compliances, Retiral Trust Management. In his vast professional lifespan of over 36 years, he has accumulated extensive experience in almost all field of professional services and industrial sectors with a diverse portfolio of clients. He is having vast knowledge and experience in external and internal audit & systems as well as insurance, banking, manufacturing & social service sector. He has expertise in analysing existing systems and procedures, preparing business continuity plans, designing internal control systems and facilitating effective decision-making. He is also a keen planner, strategist & implementer with demonstrated abilities in managing entire financial operations along with auditing & taxation related matters. He has successfully conducted various Central Statutory audits of major Public Sector Corporations & Public Sector Banks. He also has experience in advising fortune 500 multinational and large Indian business houses on a wide range of matters relating to FDI policy, business re-organization, cross-border tax structuring and tax controversy across a range of sectors. Heperformed an imperative role in	Khaitan Foundation and Education For All Trust. He is widely acknowledged as a champion of the fine arts. He has been advising and instrumental in launching a number of CSR projects by various corporates. He is serving as a Nominee of the Governor of Rajasthan at Bikaner University. He also serves as a Member of the Expert Committee of Cultural Function and Production Grant of the Ministry of Culture, Government of India, and as a member of the Advisory Committee of the Indian Council for Cultural Relations (ICCR). He is one of the brand ambassadors for the Eastern Zonal Cultural Centre (EZCC). He has also been nominated as a member of the Hindi Salahakar Samiti of the Ministry of Civil Aviation. He has been nominated by the Ministry of Culture, Government of India, as a member of the Board of Trustees of Indian Museum, Kolkata and he is a Fellow of the Royal Society of Arts (RSA), London. He is the Treasurer of the World Federation of United Nations Associations (WFUNA), which at present he has taken a leave of absence.	Prior to his appointment as Chairman, he headed IndianOil’s Petrochemical vertical, where he was instrumental in the conceptualization of various petrochemical projects, including the upcoming mega Petrochemical Complex at Paradip, poised to significantly expand IndianOil’s footprint in the sector. A firm believer in people-centric leadership, Shri Sahney has championed Innovation and Digital transformation as drivers of growth and sustainability. His strategic vision and operational excellence have positioned IndianOil as a global energy major, well- equipped to meet the evolving energy needs of the nation. Shri Sahney also chairs Terra Clean Limited, a Wholly Owned Subsidiary (WoS) of IndianOil focused on sustainable solutions, and is a Director at IndOil Montney Ltd, Canada, IndianOil’s WoS.

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	establishing various International Joint Ventures. He has developed expertise in practice domains ranging from entry level strategy, income tax, indirect taxes, transaction advisory, merger and acquisitions, transfer pricing, regulatory matters and most recently GST.	He is the Secretary-General of The Bengal, an NGO that brings together eminent citizens to promote socio-cultural and welfare activities. One of its projects, Pronam — run in collaboration with Kolkata Police — is an outreach program for the welfare of elderly citizens. In September 2010 he was felicitated at The House of Lords, London, for “Excellence in his chosen field of work”. Mr Bhutoria has authored seven books.
Board Membership of other Companies/ Corporate Bodies	1. M/s ASA India Financial Advisory Services LLP 2. M/s Sharma Goel & Co. LLP 3. M/s Alpha IT and Media Projects LLP 4. M/s Diamond Expofab LLP 5. M/s Sharma Packaging LLP 6. M/s Spesh Estates LLP 7. M/s Cybele Manufacturing LLP 8. M/s Restoc Ventures LLP 9. M/s Proserve Solutions (India) LLP 10. M/s Elevpro LLP 11. M/s Porvorim Estates LLP 12. M/s LG Petrochemicals LLP 13. Tuisto Garments Private Limited 14. Virat Promoters Private Limited 15. SGC Services Private Limited 16. Intellect Projects Private Limited	1. New Horizons Manufacturing Private Limited 2. Navjyoti Abasan Private Limited 3. Essbee Networks Private Limited 4. Saket Multi Services Private Limited 5. Prabha and Associates Pvt Ltd 6. Essbee Consultants Limited 7. N.B.I. Industrial Finance Company Ltd. 8. Shree Capital Services Ltd. 9. Petronet LNG Foundation 10. Essbee Foundation 11. Prabha Khaitan Foundation 12. The Bengal 13. Rajasthan Forum 14. Education For All Trust 15. WFUNA Foundation	1. Indian Oil Corporation Limited 2. Terra Clean Limited 3. IndOil Montney Ltd, Canada

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	17. Rudra Buildwell Infra Private Limited 18. Spot Deal Traders Private Limited 19. Ecomoney Insurance Brokers Private Limited 20. Sovereign Infracon Private Limited 21. SSR Townships Private Limited 22. Shri Tirupati Balaji Infracon Private Limited 23. Accurate Computer Technologies Private Limited 24. Orange Services India Private Limited 25. Intellect Support Services Private Limited 26. Safe Capital Services Private Limited 27. Lokesh Polymers Private Limited 28. Indjets India Private Limited 29. Premier Green Innovations Private Limited
Skills and capabilities of Independent Directors	Shri Sanjeev Mitla is having rich entrepreneurial experience of more than 36 years in Strategic Planning & Management, Financial Planning & Control, Budgeting, Accounts, Auditing, Taxation, Legal & Secretarial Functions and MIS. He has experience in advising fortune 500 multinational and large Indian business houses on a wide range of matters relating to FDI policy, business re-organization, cross-border tax structuring and tax controversy across a range of sectors. His core skills, expertise and competencies include leadership,strategicplanning,financial,	Shri Sundeep Bhutoria is a social activist working for over two decades in the field of welfare, international cultural cooperation and the promotion and preservation of Indian arts. He is widely acknowledged as a champion of the fine arts. He has been advising and instrumental in launching a number of CSR projects by various corporates. His core skills, expertise and competencies include leadership, strategic planning, industry experience, research & development and global business.	NA

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	regulatory, legal & risk management and global business.
Whether resigned from any listed entity in the last threeyears	NA	NA	NA
Chairmanship(s)/ Membership(s) of Committees of other Companies*	Chairman of Audit Committee of Petronet LNG Limited. Nil in other companies.	Member of Stakeholders’ Relationship Committee of Petronet LNG Limited. Nil in other companies	Nil
Last Remuneration paid	Shri Sanjeev Mitla was first appointed to the Board as an Independent Director on February 9, 2022. The details of remuneration drawn are provided in the Corporate governance report section of the Annual Reports, which is available on the website of the Company at www.petronetlng.in.	Shri Sundeep Bhutoria was first appointed to the Board as an Independent Director on February 9, 2022. The details of remuneration drawn are provided in the Corporate governance report section of the Annual Reports, which is available on the website of the Companyat www.petronetlng.in.	NA
Number of shares held in the Company (self and as a beneficial owner)	Nil	Nil	Nil
Remuneration proposed to be paid	Sitting fee for attending meetings of the Board or Committee(s) of the Board and Commission on Profits in terms of the Articles of Association of the Company and as per the terms and conditions as contained in the Independent	Sitting fee for attending meetings of the Board or Committee(s) of the Board and Commission on Profits in terms of the Articles of Association of the Company and as per the terms and conditions as contained in the Independent	Nil

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	Directors’ Appointment letter available on www.petronetlng.in.	Directors’ Appointment letter available on www.petronetlng.in.
Terms and Conditions of Appointment	As per the terms and conditions as contained in the Independent Directors’ Appointment letter available onwww.petronetlng.in.	As per the terms and conditions as contained in the Independent Directors’ Appointment letter available onwww.petronetlng.in.	Nominated by IOCL as per the terms and conditions contained in the Articles of Association of the Company.
Relationship with other Directors or KMP of the Company	None	None	None
Number of meetings of the Board attended	Attended four out of five meetings held during from the period April 1, 2024 until November 30, 2024.	Attended three out of five meetings held during from the period April 1, 2024 until November 30, 2024.	One out of one meeting held since his appointment until November 30, 2024.

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

---

Date: 21.12.2024 Place: New Delhi

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