Swan Corp Limited — Proxy Solicitation & Information Statement 2023

Sep 25, 2023

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25[th] September, 2023

swan/nse/bse

Dept. of Corporate Compliances, National Stock Exchange Limited, Exchange Plaza, Plot No. C/1, G Block, Bandra –Kurla Complex, Bandra-East, Mumbai – 400 051 Symbol: SWANENERGY

Dept. of Corporate Service BSE Limited, P.J. Tower, Dalal Street, Fort, Mumbai – 400 001 Scrip Code: 503310

Dear Sir / Madam,

- Subject: Notice of Extra ordinary General Meeting of Swan Energy Limited

Further, to our communication dated 22[nd] September, 2023 and pursuant to Regulation 30 of the Listing Regulations, we wish to inform you that the Extraordinary General Meeting (“EGM”) of the members of the Company is scheduled to be held on Thursday, 19[th] October, 2023 at 11:30 A.M. (IST) at Walchand Hirachand Hall, Indian Merchant Chamber Building, 4[th] Floor, IMC Marg, Churchgate, Mumbai - 400020, to seek the approval of the members on the proposal as provided in the enclosed Notice of the EGM.

A copy of the Notice of the EGM is also being uploaded on the website of the Company at https://swan.co.in/reports.

The above is for your information and dissemination to the members.

Thanking you,

Yours faithfully,

For Swan Energy Limited

ARUN Digitally signed by ARUN SATYANARAIN SATYANARAI AGARWAL Date: 2023.09.25 N AGARWAL 15:19:05 +05'30' (Arun S. Agarwal) Company Secretary

Enclosure: as above

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NOTICE OF EXTRA ORDINARY GENERAL MEETING

NOTICE is hereby given that an Extra-Ordinary General Meeting (“EGM”) of the Members of Swan Energy Limited will be held on Thursday, 19[th] Day of October 2023 at 11:30 A.M. (IST) at Walchand Hirachand Hall, Indian Merchant Chamber Building, 4[th] Floor, IMC Marg, Churchgate, Mumbai - 400020 to transact the following businesses:

SPECIAL BUSINESS:

1. ISSUE OF EQUITY SHARES ON PREFERENTIAL BASIS:

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

“RESOLVED THAT pursuant to the provisions of Section 23, 42, 62 and other applicable provisions, if any, of the Companies Act, 2013, (“the Act”) read with all applicable Rules and laws (including any statutory modification(s) or re-enactment thereof for the time being in force) and in accordance with the provisions of the Memorandum and Articles of Association of the Company, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( “Listing Regulations” ), provisions of Chapter V and other applicable provisions, if any, of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as may be modified or re-enacted from time to time ( “SEBI ICDR Regulations” ), the applicable Rules, Notifications, Guidelines, Policies, Procedures issued by various authorities including but not limited to the Government of India, the Securities and Exchange Board of India ( “SEBI” ), the Reserve Bank of India ( “RBI” ), the Stock Exchanges where the shares of the Company are listed and other competent authorities and subject to necessary approvals, permissions, sanctions and consents as may be required from any regulatory or other appropriate authorities (including but not limited to the SEBI, the Stock Exchanges where the shares of the Company are listed, RBI, the Government of India, etc.), if any, and further subject to such terms, conditions, alterations, corrections, changes, variations and/ or modifications as may be prescribed or imposed by the Appropriate Authorities while granting any such approvals, permissions, consents and sanctions and all such other approvals which may be agreed to by the Board of Directors of the Company ( hereinafter referred to as the “Board” which term shall be deemed to include any committee which the Board has constituted or may constitute to exercise its powers, including the powers conferred by this resolution), the consent and approval of the members of the company be and is hereby accorded to the Board and the Board be and is hereby authorized in its absolute discretion to create, offer, issue and allot, in one or more tranches, to the Non-Promoter as mentioned below (hereinafter referred to as the “ Proposed Allottee ”) on preferential basis upto 2,90,00,000 (Two Crore Ninety Lakhs) equity shares of face value of Rs. 1/- each at a price of Rs. 495/- each [Rupees Four Hundred and Ninety Five Only] (including premium of Rs. 494/- each [Rupees Four Hundred and Ninety Four Only]) or at a price being not lower than the minimum price determined in accordance with the Regulations for Preferential Issue contained in Chapter V of SEBI (ICDR) Regulations as amended, whichever is higher and the details of the securities to be issued are as follows:

Name of Applicant (Proposed Allottee)	Maximum No. of equity shares proposed to be allotted upto
Non-Promoter (A)
GCP INAB PTE. LTD.	2,90,00,000
Total (A)	2,90,00,000

RESOLVED FURTHER THAT the equity shares to be so created, offered, issued and allotted shall be subject to the provisions of the Memorandum and Articles of Association of the Company.

RESOLVED FURTHER THAT the equity shares to be allotted shall rank pari passu in all respects with the existing equity shares of the Company including Dividend.

RESOLVED FURTHER THAT In the event of the Company making a bonus issue of shares or making rights issue of shares or any other securities in whatever proportion or any corporate action prior to the exercise of the rights attached to the equity shares, the entitlement of the holders shall stand augmented in the same proportion in which the equity share capital of the

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company increases as a consequence of such bonus/rights issues or any corporate action and that the exercise price of the equity shares to be adjusted accordingly, subject to such approvals as may be required.

RESOLVED FURTHER THAT the Relevant Date, as stipulated in the Regulation 161 of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 for determination of the Issue Price of equity shares shall be thirty (30) days prior to the date of this meeting where the proposed preferential Issue is being considered for approval of the members of the Company or in the case where the Relevant Date falls on Weekend/Holiday, the day preceding the Weekend/Holiday will be reckoned to be the Relevant Date.

RESOLVED FURTHER THAT the equity shares to be allotted on preferential basis shall be locked in for such period as prescribed in Regulation 167 of Chapter V of SEBI (ICDR) Regulations.

RESOLVED FURTHER THAT the Board be and is hereby authorized to approve the other terms and conditions of the issue and also to vary, alter or modify any of the terms and conditions in the proposal as may be required by the agencies/authorities involved in such issues but subject to such conditions as the Reserve Bank of India (RBI)/Securities and Exchange Board of India (SEBI)/the Stock Exchanges where the equity shares of the Company are listed and/or such other appropriate authority may impose at the time of their approval and as agreed to by the Board.

RESOLVED FURTHER THAT the Board be and is hereby authorized for appointment, change, termination of any intermediaries and/or agencies for this preferential issue and/or vary, alter or modify any of the terms and conditions of any intermediaries and/or agencies so appointed.

RESOLVED FURTHER THAT the equity shares to be allotted, be listed on the stock exchanges where the shares of the Company are listed and that the Board be and is hereby authorized to make the necessary applications and to take all other steps as may be necessary for the approval of allotment of equity shares and listing of such equity shares and for the admission of such equity shares with the depositories, i.e. NSDL & CDSL, and for the credit of such equity shares to the holders dematerialized securities account.

RESOLVED FURTHER THAT for the purpose of creating, issuing, offering and allotting equity shares of the Company the Board be and is hereby authorized to do and perform all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, expedient, desirable or appropriate to give effect to this resolution in all respects and in particular to settle any questions, difficulties or doubts that may arise with regard to the offering, issuing and allotting of equity shares of the Company, as it may, in its absolute discretion, deem fit and proper.

RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers conferred on it by or under this Resolution to any Committee of Directors of the Company or to any other Director or Directors or Company Secretary or any other officer(s) or employee(s) of the Company or any advisor, as it may consider appropriate in order to give effect to this Resolution.”

2. APPROVAL FOR MATERIAL RELATED PARTY TRANSACTIONS:

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

“ RESOLVED THAT pursuant to Regulation 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and applicable provisions, if any of the Companies Act, 2013 (“Act”), read with all applicable Rules and laws, including any statutory modification(s) or re-enactment thereof for the time being in force and subject to such approvals, consents, sanctions and permissions as may be necessary, approval of the members be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall include any Committee constituted by the Board or any person(s) authorized by the Board to exercise its powers, including the powers conferred by this Resolution) to enter into contract(s)/ arrangement(s)/ transaction(s) with Related Parties of the Company, as defined in regulation 2(1)(zb) of the SEBI (LODR) Regulations, 2015 and as detailed in the table(s) forming part of the Explanatory Statement annexed to this notice with respect to providing of Loans and/or Inter-Corporate Deposits and/or Advances and/or Investments, notwithstanding that such transactions may exceed 10% of

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the Consolidated Turnover of the Company in any financial year or such other threshold limits as may be specified by the Listing Regulations from time to time, up to such extent and on such terms and conditions as the Board of Directors may deem fit, on arm’s length basis, within the aggregate limits and during the financial years as mentioned in the explanatory statement.

RESOLVED FURTHER THAT the Board of Directors be and are hereby authorised to delegate all or any of the powers conferred on it by or under this resolution to any Committee of Directors of the Company and to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, expedient, desirable or appropriate to give effect to this resolution.”

By Order of the Board For Swan Energy Limited

Arun S. Agarwal (Company Secretary) Membership No:ACS 6572

Date : 22[nd] September 2023 Place: Mumbai

Registered Office: 6 Feltham House, 10, J N Heredia Marg, Ballard Estate, Mumbai – 400001

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NOTES:

1. The information required to be provided under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations) and Secretarial Standard 2 on General Meetings, the Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (“the Act”), in respect of the business under items 1 to 2 set out above are annexed hereto;

2. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY, TO ATTEND AND VOTE INSTEAD OF HIMSELF, AND A PROXY NEED NOT BE A MEMBER. Pursuant to Section 105 of the Companies Act, 2013 and Rule 19 of the Companies (Management & Administration) Rules, 2014, a person can act as a proxy on behalf of members not exceeding 50 and holding in the aggregate not more than 10% of the total share capital of the Company carrying voting rights. In case a proxy is proposed to be appointed by a member holding more than 10% of the total share capital of the Company carrying voting rights, then such proxy shall not act as a proxy for any other person or shareholder;

Proxies, in order to be effective, must be received at the Registered office of the Company at Feltham House, Ballard Estate, Mumbai 400 001, not later than forty eight hours before the commencement of the EGM i.e. by 05.00 P.M. on Monday, October 16, 2023 ;

Members/Proxies should bring their attendance slips duly completed for attending the Meeting;

Corporate Members intending to send their authorized representative to attend an Extra-Ordinary General Meeting, pursuant to Section 113 of the Companies Act, 2013 are requested to send to the Company, a certified copy of relevant Board resolution together with the respective specimen signatures of those representative(s) authorized under the said resolution to attend and vote on their behalf at the meeting by sending email to jigneshpandyacs@gmail.com with a copy marked to evoting@nsdl.co.in;

1. Members are requested to intimate changes, if any, pertaining to their name, postal address, email address, telephone/mobile numbers, Permanent Account Number (‘PAN’), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc:

2. a. For shares held in electronic form: to their Depository Participants (‘DPs’); and

3. b. For shares held in physical form: submit Form ISR-1 and other forms as prescribed by SEBI Circular No. SEBI/HO/ MIRSD/MIRSD-PoD-1/P/CIR/2023/37 dated 16[th] March, 2023 by sending an email to Company’s RTA at support@ purvashare.com or to the Company at invgrv@swan.co.in The folios wherein document/details mentioned above are not available on or after 1[st] October, 2023, shall be frozen by the RTA. The Company has dispatched reminder letters along with Business Reply Envelopes, providing instructions for submitting the required documents.

4. The Notice of the Extra-Ordinary General Meeting along with Proxy Form and Attendance Slip, are being sent by electronic mode to all members whose email addresses are registered with the Company/ RTA/ Depository Participant(s) unless a member has requested for a hard copy of the same. For members who have not registered their email addresses, physical copies of the aforementioned documents are being sent by the permitted mode;

5. Notice of the EGM has been upload on the website of the Company at https://swan.co.in. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia. com and www.nseindia.com respectively and the EGM Notice is also available on the website of NSDL (agency for providing the Remote Voting facility) i.e. www.evoting.nsdl.com;

6. Voting at EGM:

7. i. Pursuant to provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, Regulation 44 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company is pleased to provide voting by electronic means (“e-Voting”) facility to its Members, to enable them to cast their votes electronically.

   • The Company has engaged the services of NDSL to provide e-Voting facility to its Members. Voting rights will be reckoned on the paid up value of share registered in the names of members on Thursday, October 12, 2023.

8. ii. 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.

9. iii. Members holding shares either in physical mode or dematerialization mode are entitled to exercise their vote through electronic mode.

10. iv. In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote.

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• v. The Company shall also provide voting facility at venue of the Extra-Ordinary General Meeting. Members who have not voted through remote e-Voting are entitled to cast their vote at the meeting. The members who have cast their vote though remote e-voting prior to the meeting may also attend the meeting but shall not be entitled to cast their vote again.

• vi. The Company has appointed Mr. Jignesh M. Pandya (CP-7318) of M/s Jignesh M. Pandya & Co., Practicing Company Secretary, as the Scrutinizer for conducting the Remote e-Voting process and Voting during the Extra-Ordinary General Meeting in a fair and transparent manner.

• vii. Any person, who acquires shares of the Company and becomes member of the Company after sending of the Notice and holding shares as on cut-off date i.e. Thursday, October 12, 2023 may obtain the login ID and password by sending an email to evoting@nsdl.co.in or invgrv@swan.co.in.

• viii. The Results declared along with the report of the Scrutiniser will be placed on the website of the Company https://swan. co.in/ and on the website of NSDL immediately after the declaration of result by the Chairman or any one Director/ Company Secretary of the Company. The results shall also be forwarded within due time period to the National Stock Exchange of India Limited and BSE Limited, where the equity shares of the Company are listed. The results shall also be hosted on the website of the Company.

• ix. After sending the notice of EGM through email, an advertisement shall be published in English newspaper and Marathi newspaper, each with wide circulation in the district, where the Registered Office of the Company is situated, and also on the Company’s website https://swan.co.in/reports.

• x. All the documents referred to in the said resolutions are open for inspection at the Company’s Registered Office on all working days except Saturdays and Sundays between 10.00 am to 1.00 pm till October 19, 2023 and will also be avaibale for inspection at the meeting.

• xi. Route map for the EGM venue

• Route: Walk 260 m South on Maharshi Karve Road towards Veer Nariman Road. Turn right after Western Railway Headquater (on the left) 86 m.

• Turn right onto IMC Marg (Venue will be on Left).

• Venue: Walchand Hirachand Hall, 4th Floor, Indian Merchant Chamber, Churchgate, Mumbai – 400020.

• Landmark: Near Churchgate Railway Station, Mumbai.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING ARE AS UNDER:-

The remote e-voting period begins on Monday, October 16, 2023 at 09:00 A.M. IST and ends on Wednesday, October 18, 2023 at 05:00 P.M . IST. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. Thursday, October 12, 2023 , may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being Thursday, October 12, 2023 .

- How do I vote electronically using NSDL e Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e Voting system

- A) Login method for e Voting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders	Login Method	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 “Benefcial 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 If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com.Select“Register Online for IDeAS Portal”or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

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	2. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name 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. 3. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.
Individual Shareholders holding securities in demat mode with CDSL	1.Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi /Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password. 2.After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3.If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. 4.Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available onwww.cdslindia. comhome page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.
Individual Shareholders (holding securities in demat mode) login through their depository participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote duringthe 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.

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 022 - 4886 7000 and 022 - 2499 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33

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B) Login Method for e-Voting 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.

4. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

5. 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.

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

6. 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.

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

8. 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.

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

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

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

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

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- 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 is in active status.

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 jigneshpandyacs@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 and 022 - 2499 7000 or send a request 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 invgrv@swan.co.in.

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to invgrv@swan.co.in. . If you are an Individual shareholders holding securities in -

demat mode, you are requested to refer to the login method explained at step 1 (A ) i.e. Login method for e Voting for Individual shareholders holding securities in demat mode .

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

2. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

By Order of the Board For Swan Energy Limited

Arun S. Agarwal (Company Secretary) Membership No:ACS 6572

Date : 22[nd] September 2023 Place: Mumbai Registered Office: 6 Feltham House, 10, J N Heredia Marg, Ballard Estate, Mumbai – 400001

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STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

The following Statement sets out all material facts relating to Resolution No(s). 1 to 2 mentioned in the accompanying Notice.

ITEM NO. 1

The following disclosure is made in accordance with the provisions of the Companies Act, 2013 ( “the Act” ) and Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended thereof (hereinafter referred to as “ SEBI (ICDR) Regulations ”).

1. OBJECT OF THE PREFERENTIAL ISSUE:

The Company shall utilize the proceeds from the preferential issue of Equity Shares as under:

Sr. No.	Particulars	Amount Upto (Rs.)	Tentative Time Frame for utilization
1.	Providing of Loans and/or Inter Corporate Deposits and/or Advances and/or Investments to Hazel Infra Limited and/or Swan LNG Private Limited and/or Triumph Offshore Private Limited, being Subsidiaries of the Company.	11,00,00,00,000/-	6 Months
2.	For General Corporate Purposes	3,35,50,00,000/-	6 Months
Total		14,35,50,00,000/-

Till such time the issue proceeds are fully utilized, the Company shall keep the same in bank deposits and/or mutual funds and/or other shorts terms funds as may be decided by the Board of Directors of the Company.

2. MAXIMUM NUMBER OF SPECIFIED SECURITIES TO BE ISSUED:

To create, offer, issue and allot on a preferential basis to Non-Promoter upto 2,90,00,000 (Two Crore Ninety Lakhs) equity shares of face value of Rs. 1/- each at a price of Rs. 495/- per Equity Share [Rupees Four Hundred and Ninety Five Only] (including premium of Rs. 494/- each [Rupees Four Hundred and Ninety Four Only]) or at a price being not lower than the minimum price determined in accordance with the Regulations for Preferential Issue contained in Chapter V of SEBI (ICDR) Regulations as amended, whichever is higher.

Issue of the Equity Shares pursuant to the Preferential Issue would be within the Authorised Share Capital of the Company.

3. THE CLASS OR CLASSES OF PERSONS TO WHOM THE ALLOTMENT IS PROPOSED TO BE MADE:

The Allotment is proposed to be made to the Body Corporate belonging to Non-Promoter as per the details mentioned at point no. 9 below.

4. INTENT OF THE PROMOTERS, DIRECTORS, KEY MANAGEMENT PERSONNEL OR SENIOR MANAGEMENT OF THE COMPANY TO SUBSCRIBE TO THE OFFER:

None of the Promoter/Promoter Group, Directors, Key Management Personnel or Senior Management of the Company are subscribing to the proposed preferential offer.

5. SHAREHOLDING PATTERN OF THE COMPANY BEFORE AND AFTER THE PROPOSED ISSUE:

Sr. No	CATEGORY	Pre-Issue Equity Holdings	Pre-Issue Equity Holdings	No. of Equity Shares proposed to be issued	Post-Issue Equity Holdings*	Post-Issue Equity Holdings*
		No. of Shares	% of Shareholding	No. of Shares	No. of Shares	% of Shareholding
A	Promoter’s Holding
1	Indian Promoter/ Promoter Group	16,91,48,000	64.09	0	16,91,48,000	57.75
2	Foreign Promoter/ Promoter Group	0	0.00	0	0	0.00
	Sub-Total (A)	16,91,48,000	64.09	0	16,91,48,000	57.75
B	Non-Promoter’s Holding
1	Institutions:	5,28,15,998	20.01	2,90,00,000	8,18,15,998	27.93
2	Non-Institutions:
	Private Corporate Bodies	3,07,34,677	11.65	0	3,07,34,677	10.49

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	Directors and relatives	0	0.00	0	0	0.00
	Indian Public	88,69,206	3.36	0	88,69,206	3.03
	Others (including NRIs)	23,49,119	0.89	0	23,49,119	0.80
	Sub-Total (B)	9,47,69,000	35.91	2,90,00,000	12,37,69,000	42.25
	TOTAL (A+B)	26,39,17,000	100.00	2,90,00,000	29,29,17,000	100.00

• Assuming entire 2,90,00,000 equity shares to be issued under this Preferential issue is allotted.

6. NO CHANGE IN CONTROL:

The existing promoters of the company will continue to be in control of the company and there will not be any changes in the management/control of the company as a result of the proposed preferential allotment.

7. LOCK-IN PERIOD:

The equity shares to be allotted on preferential basis shall be locked in, for such period as prescribed in Chapter V of SEBI (ICDR) Regulations.

The entire pre preferential holding of the allottee, if any, shall be locked in as per Regulation 167(6) of Chapter V of the SEBI (ICDR) Regulations.

8. PROPOSED TIME WITHIN WHICH THE ALLOTMENT SHALL BE COMPLETED:

The proposed allotment of Equity Shares shall be completed, in accordance with Regulation 170 of SEBI (ICDR) Regulations, within 15 (fifteen) days period from the later of: (i) date of passing of the shareholders’ special resolution ; or (ii) receipt of the permission or approval from any regulatory authority or the Central Government, if any, including receipt of the ‘in principle approval’ from all the stock exchanges (pursuant to Regulation 28 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) where the shares of the Company are listed.

The allotment of equity shares will be completed in dematerialized form.

9. IDENTITY OF NATURAL PERSONS WHO ARE THE ULTIMATE BENEFICIAL OWNERS OF THE SHARES PROPOSED TO BE ALLOTED AND/OR WHO ULTIMATELY CONTROL THE PROPOSED ALLOTTEES AND THE PERCENTAGE OF POST PREFERENTIAL ISSUE CAPITAL THAT MAY BE HELD BY THE ALLOTTEES:

In compliance with Regulation 163(1)(f) and 163(1)(fa) of SEBI (ICDR) Regulations and amendments thereof and also in compliance with SEBI Circular No. CIR/MIRDS/2/2013 dated January 24, 2013, details of the proposed allottee to whom securities to be issued pursuant to the Special Resolution at Item No. 1 of the Notice, the Identity of Natural Persons who are the Ultimate Beneficial Owners of the proposed allottee and the percentage of the expanded capital to be held by the proposed allottee after the proposed allotment of the said securities are as under:

Name of	Identity of Natural Persons Who	Pre-Issue Equity Holdings	Pre-Issue Equity Holdings	No. of equity shares	Post-Issue Equity Holding*	Post-Issue Equity Holding*
Proposed Allottee	are the Ultimate Benefcial Owners	No. of Shares	% of Shareholding	proposed to be issued	No. of Shares	% of Shareholding
Non-Promoter
GCP INAB PTE. LTD.	Note-1	1,15,000	0.04	2,90,00,000	2,91,15,000	9.94
* Assuming entire 2,90,00,000 equity shares to be issued under this Preferential issue is allotted.

Note-1: GCP INAB PTE. LTD. is a foreign portfolio investor, a Category II Investor registered under Securities Exchange Board of India (Foreign Portfolio Investors) Regulation, 2019 which was incorporated in Singapore on December 19, 2019. Mr. Michael Andreas Welter is the Ultimate Beneficial Owner of GCP INAB PTE. LTD.

The consent of the Members is sought for the issue of Equity Shares in terms of Section 62 of the Companies Act, 2013, and all applicable provisions of the Companies Act, 2013 and in terms of the provisions of the SEBI (ICDR) Regulations and the listing agreements entered into by the Company with the stock exchanges, where the Company’s equity shares are listed.

10. THE CURRENT AND PROPOSED STATUS OF THE ALLOTTEES POST THE PREFERENTIAL ISSUE NAMELY, PROMOTER OR NON-PROMOTER:

Proposed Allottee	Current status of the allottees	Proposed status of the allottees post the preferential issue
GCP INAB PTE. LTD.	Non-Promoter	Non-Promoter

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11. BASIS ON WHICH THE PRICE HAS BEEN ARRIVED AT AND JUSTIFICATION FOR THE PRICE (INCLUDING PREMIUM, IF ANY):

The Equity Shares of the company are listed on BSE Limited and National Stock Exchange of India Limited for a period of more than 90 trading days as on the relevant date i.e Monday, September 18, 2023 and are frequently traded in accordance with Regulation 164 of SEBI (ICDR) Regulations.

In compliance with Regulation 166A of the SEBI (ICDR) Regulations as the preferential issue to GCP INAB PTE. LTD., an proposed allottee, is more than five per cent of the post issue fully diluted share capital of the Company, therefore, the minimum issue floor price is higher of the price determined through following methods:

• a. In terms of the provisions of Regulation 164 of SEBI (ICDR) Regulations the price at which Equity Shares shall be allotted shall not be less than higher of the following:

• i. the 90 Trading Days volume weighted average price of the Equity Shares of the Company quoted on National Stock Exchange of India Limited preceding the Relevant Date, i.e., Rs. 270.82/- per equity share.

• ii. the 10 Trading Days volume weighted average price of the Equity Shares of the Company quoted on National Stock Exchange of India Limited preceding the Relevant Date, i.e., Rs. 296.75/- per equity share.

  • Accordingly, the minimum issue price in terms of Regulation 164 of the SEBI (ICDR) Regulations, is Rs. 296.75/per Equity Share, being higher of the above two prices.

• b. The price determined through Valuation report dated Friday, September 22, 2023 issued by Mr. Manish Kumar Bhagat, Registered Valuer (IBBI Registration No: IBBI/RV/06/2020/13484) i.e., Rs. 284/- per Equity Share (“Valuation Report”). The Valuation Report shall be available for inspection by the members at the Registered Office of the Company between 11:00 AM and 5:00 PM on all working days between Monday to Friday from the date of dispatch of the EGM Notice till Thursday, October 19, 2023 and may be accessed on the website of the company at https://www.swan.co.in/.

• c. Method of determination of floor price as per the Articles of Association of the Company: Not applicable as the Articles of Association of the Company are silent on method of determination of a floor price of the shares issued on preferential basis.

The Board proposes to issue the equity share of face value of Rs. 1/- each at a price of Rs. 495/- each [Rupees Four Hundred and Ninety Five Only] (including premium of Rs. 494/- each [Rupees Four Hundred and Ninety Four Only]) each, which is higher than the price as computed above and also the price determined above shall not be lower than the minimum price in accordance with the Regulations for Preferential Issue contained in Chapter V of SEBI (ICDR) Regulations as amended.

12. THE PRICE OR PRICE BAND AT/WITHIN WHICH THE ALLOTMENT IS PROPOSED:

The issue price of the equity shares to be allotted on preferential basis shall be at a price of Rs. 495/- each [Rupees Four Hundred and Ninety Five Only] (including premium of Rs. 494/- each [Rupees Four Hundred and Ninety Four Only) or at a price being not lower than the minimum price determined in accordance with the Regulations for Preferential Issue contained in Chapter V of SEBI (ICDR) Regulations as amended, whichever is higher. Kindly refer to the above mentioned point no. 11 for the basis of determination of the price.

13. PARTICULARS OF THE OFFER, KINDS OF SECURITIES OFFERED, PRICE OF THE SECURITIES OFFERED INCLUDING DATE OF PASSING OF BOARD RESOLUTION:

Issue of upto 2,90,00,000 Equity Shares of face value of Rs. 1/- each at a price of Rs. 495/- each [Rupees Four Hundred and Ninety Five Only] (including premium of Rs. 494/- each [Rupees Four Hundred and Ninety Four Only]) or at a price being not lower than the minimum price determined in accordance with the Regulations for Preferential Issue contained in Chapter V of SEBI (ICDR) Regulations as amended, whichever is higher for Cash consideration.

Date of passing Board Resolution for aforesaid Preferential Issue is Friday, September 22, 2023.

14. AMOUNT WHICH THE COMPANY INTENDS TO RAISE BY WAY OF SUCH SECURITIES:

The Company intends to raise upto Rs. 14,35,50,00,000/- by way of Preferential Issue of upto 2,90,00,000 Equity Shares.

15. NUMBER OF PERSONS TO WHOM ALLOTMENT ON PREFERENTIAL BASIS HAVE BEEN MADE DURING THE YEAR, IN TERMS OF NUMBER OF SECURITIES AS WELL AS PRICE:

During the period from April 01, 2023 till the date of this Notice, the Company has not made any allotment on Preferential Basis.

16. NAME AND ADDRESS OF THE VALUER WHO PERFORMED VALUATION OF THE SECURITY OFFERED:

The valuation was performed by Mr. Manish Kumar Bhagat, Registered Valuer (IBBI Registration No. IBBI/RV/06/2020/13484) having his office at B-1204, Shilp Corporate Park, Rajpath Rangoli Road Next to Aaron Spectra, Thaltej, Ahmedabad – 380054.

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17. THE JUSTIFICATION FOR THE ALLOTMENT PROPOSED TO BE MADE FOR CONSIDERATION OTHER THAN CASH TOGETHER WITH VALUATION REPORT OF THE REGISTERED VALUER:

Not Applicable, as the proposed preferential allotment is made for Cash consideration.

18. PRINCIPLE TERMS OF ASSETS CHARGED AS SECURITIES:

Not Applicable.

19. PRACTICING COMPANY SECRETARY CERTIFICATE:

A copy of the certificate from Mr. Jignesh M. Pandya, Partner of M/s. Jignesh M. Pandya & Co., Practicing Company Secretary (M. No. 7346 and CP No. 7318), as mandated under Regulation 163(2) of the SEBI (ICDR) Regulations, certifying that the Proposed Preferential Issue is being made in accordance with the requirements of Chapter V of SEBI (ICDR) Regulations shall be placed before the shareholders at their proposed Extra Ordinary General Meeting and the same shall be available for inspection by the members at the Registered Office of the Company between 11:00 AM and 5:00 PM on all working days between Monday to Friday from the date of dispatch of the EGM Notice till Thursday, October 19, 2023. This certificate is also placed on the website of the company at https://www.swan.co.in/.

20. RELEVANT DATE :

The “Relevant Date” in terms of Regulation 161 of SEBI (ICDR) Regulations, 2018 for the purpose of determining the price of equity shares to be issued on preferential basis is Monday, September 18, 2023. Please note that 19[th] September, 2023 (Tuesday) being the date 30 days prior to Thursday, 19[th] October, 2023 (i.e., the date on which the Extra-Ordinary General Meeting of the Company is being convened to consider the proposed preferential issue) falls on a holiday and accordingly, the day preceding the holiday i.e., 18[th] September, 2023 (Monday) is being fixed as the relevant date in compliance with the Explanation to Regulation 161 of the SEBI (ICDR) Regulations.

21. OTHER DISCLOSURES:

• a. As the equity shares have been listed on a recognized Stock Exchanges (i.e BSE Limited and National Stock Exchange of India Limited) for a period of more than 90 trading days as on the Relevant Date, the provisions of Regulation 164(3) of SEBI ICDR Regulations governing re-computation of the price of shares shall not be applicable. Consequently, the undertaking required under Regulation 163(1)(g) and Regulation 163(1)(h) is not applicable.

• b. Neither the Company nor any of its Promoter/Promoter Group or Directors are a willful defaulter or a fraudulent borrower as defined under SEBI (ICDR) Regulations and none of its directors or Promoter/Promoter Group are fugitive economic offender as defined under SEBI (ICDR) Regulations.

• c. The fund to be used for General Corporate Purposes, in any case, shall not be exceeding 25% of the funds to be raised through this preferential issue.

• d. Care Ratings Limited shall be monitoring agency in terms of Regulation 162A of SEBI (ICDR) Regulations.

• e. Due to evaluation of fresh proposal for raising more funds through preferential issue, the proposal approved by the shareholders of the Company in the Extra Ordinary General Meeting (“EGM”) held on July 20, 2023 in relation to issuance of equity shares on preferential basis stands withdrawn / cancelled.

Except Mr. Nikhil Merchant, Managing Director, Mr. Paresh Merchant, Whole-time Director, Mr. Rohinton Shroff, Independent Director, Mr. Arun Agarwal, Company Secretary and their relatives, None of the Directors and/or Key Managerial Personnel of the Company and/ or their relatives are, in any way concerned or interested, financially or otherwise in the resolution set out at Item No. 1 of the Notice, except to the extent of their shareholding interest, if any, in the company.

The Board of Directors believes that the proposed Preferential Issue is in the best interest of the Company and its Members and accordingly recommend passing of the resolution as set out at Item No. 1 of the Accompanying EGM Notice for the approval of members of the Company as Special Resolution.

ITEM NO. 2

In terms of Regulations 23 of SEBI (LODR) Regulations, 2015, all Material Related Party Transactions (‘MRPT’) shall require prior approval of shareholders through ordinary resolution.

Pursuant SEBI Circular SEBI/HO/CFD/CMD1/ CIR/P/2021/662, dated November 22, 2021 and other applicable rules, circulars, the particulars of transaction(s) to be entered into by the Company with related party(ies) are as under:

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Sr. No.	Name of the Related Party	Nature of Relationship (including nature of interest, fnancial or otherwise)	Aggregate maximum value of the contract(s)/ arrangement(s)/ transaction(s) (during the fnancial year 2023-24) (Rs. in Crores)	Nature and material terms of contract(s)/ arrangement(s)/ transaction(s)	Percentage of the proposed MRPTs to counter party’s entity’s annual turnover
1.	Triumph Offshore Private Limited	Subsidiary Company	1,500.00	Providing of Loan and/or Inter- Corporate Deposit and/or Advance and/or Investment	754.32

In the financial year 2023-24, the Company, along with its subsidiary, proposes to enter into certain MRPTs, as mentioned above, on mutually agreed terms and conditions, and the aggregate of such transaction(s), are expected to cross the applicable materiality thresholds. Accordingly, approval of the shareholders is being sought for all such MRPTs proposed to be undertaken by the Company, either directly or along with its subsidiaries.

The percentage of the proposed MRPTs to listed entity’s annual consolidated turnover will be 104.30% for TOPL. The source of the funds for proposed MRPTs will be through Preferential Issues, Qualified Institutions Placements and/or Issue of other securities and/or out of internal resources/accruals and/or any other appropriate sources. The terms and/or tenure of such loans and/or inter-corporate deposits, and/or advances to be given and/or Investments to be made shall be as mutually decided, by the Audit Committee and/or Board of Directors of the Company, at the time of actual loans and/or inter-corporate deposits and/or advances to be given and/or Investments to be made.

The proposed MRPTs with Triumph Offshore Private Limited (‘TOPL’) will be at arm’s length basis which will be used by TOPL for repayment of loan and/or long term working capital and/or Capital Expenditure and/or Investment and the same is in the interest of the Company being TOPL is subsidiary Company.

No valuation report or other external report has been relied upon by the Company in relation to the proposed transaction. However, in the event, if the transactions proposed are by way of investment in securities of TOPL, then such transactions will be supported by valuation report at the relevant time in compliance with applicable laws.

The Audit Committee/Board has, at its meeting held on 22[nd] September, 2023, reviewed and approved the said transaction(s), subject to approval of the shareholders, to enable the Company to enter into the said Related Party Transaction(s) in one or more tranches. The transactions under consideration, are proposed to be entered into by the Company with the related parties at arms’ length basis.

Therefore the Audit Committee/Board recommends passing of the resolution as set out at Item No. 2 of the Accompanying EGM Notice for the approval of members of the Company as Ordinary Resolution. None of the Related Parties shall vote in the resolution.

Except Mr. Nikhil Merchant, Managing Director, Mr. Paresh Merchant, Whole-time Director, Mr. Rohinton Shroff, Independent Director, Mr. Arun Agarwal, Company Secretary and their relatives, None of the Directors and/or Key Managerial Personnel of the Company and/ or their relatives are, in any way concerned or interested, financially or otherwise in the resolution set out at Item No. 2 of the Notice, except to the extent of their shareholding interest, if any, in the company.

By Order of the Board For Swan Energy Limited

Arun S. Agarwal (Company Secretary) Membership No: ACS 6572

Date : 22[nd] September 2023 Place: Mumbai Registered Office: 6 Feltham House, 10, J N Heredia Marg, Ballard Estate, Mumbai – 400001

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SWAN ENERGY LIMITED

CIN - L17100MH1909PLC000294; website: www.swan.co.in

Registered Office: 6, Feltham House, 2[nd] Floor, 10, J. N. Heredia Marg, Ballard Estate, Mumbai – 400 001. ATTENDANCE SLIP

To be handed over at the entrance of the Meeting venue

Folio No. or DP ID and Client ID No. :

Full name of the Shareholder / Proxy:

I record my presence at the Extra-Ordinary General Meeting at Walchand Hirachand Hall, Indian Merchant Chamber Building, 4[th] Floor, IMC Marg, Churchgate, Mumbai - 400020 on Thursday, 19[th] Day of October 2023 at 11:30 A.M. (IST)

____ Member’s/Proxy’s Signature

NOTE:

Members/Proxy holders are requested to bring this Attendance Slip to the Meeting and hand over the same at the entrance duly signed.

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SWAN ENERGY LIMITED

CIN - L17100MH1909PLC000294; website: www.swan.co.in

Registered Office: 6, Feltham House, 2[nd] Floor, 10, J. N. Heredia Marg, Ballard Estate, Mumbai – 400 001.

PROXY FORM

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014] Serial No. Name and Address of the Shareholder(s) :______ Email ID : ______ Registered Folio No./DP ID & Client ID : ______ No. of shares held :______ I/We, being the member(s) of ______ shares of the abovenamed Company, hereby appoint:

1. Name:_______Address___ ___ __________ or failing him/her 2. Name:_______Address__ ___ _________ or failing him/her 3. Name:_______Address___ ___ ______________ or failing him/her

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Extra-Ordinary General Meeting of the Company to be held on Thursday, 19[th] October 2023, at 11.30 A.M. (IST) at Walchand Hirachand Hall, Indian Merchant Chamber Building, 4[th] Floor, IMC Marg, Churchgate, Mumbai - 400020 and at any adjournment thereof in respect of such resolutions as are indicated below:

Item No.	Resolutions	For	Against
Special Businesses:
1	Issue of Equity Shares on Preferential Basis
2	Approval for Material Related Party Transactions

Signed this ___day of ______ 2023

Signature of Shareholder……………………………………

Revenue Stamp

Signature of Proxyholder(s) …………………………………

NOTES:

1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company not later than 48 hours before the commencement of the meeting

2. Please put a ‘ √ ’ in the appropriate column against the resolutions indicated in the Box. If you leave the ‘For’ or ‘Against’ column blank against any or all the resolutions, your Proxy will be entitled to vote in the manner as he/she thinks appropriate.

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ROUTE MAP FOR THE EGM VENUE

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