TRANSWORLD SHIPPING LINES LIMITED — Proxy Solicitation & Information Statement 2024

Feb 13, 2024

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Ref No: SSLL/121/2023-2024

Date: 13[th] February 2024

Department of Corporate Services BSE Limited Corporate Relations Department Phiroze Jeejeebhoy Towers Dalal Street,Mumbai 400 001	Listing Compliance National Stock Exchange of India Limited Exchange Plaza Bandra Kurla Complex Bandra(E),Mumbai 400 051
BSE Scrip Code: 520151	NSE Symbol: SHREYAS

Dear Sir,

Subject: Notice of Postal Ballot – Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”)

Further to the outcome of meeting of the Board of Directors of the Company dated 09[th] February 2024 please find enclosed copy of the Notice of Postal Ballot dated 13[th] February 2024 for seeking approval of the shareholders of the Company by Postal Ballot through electronic means, for the following matter:

Sr. No.	Type of resolution	Resolution
1	Ordinary	To approve Material Related Party Transaction with M/s. Transworld Fleet Management India Private Limited

In compliance with the provisions of the General Circular Nos. 14/2020 dated April 8, 2020; No. 17/2020 dated April 13, 2020; No. 22/2020 dated June 15, 2020; No. 33/2020 dated September 28, 2020; No. 39/2020 dated December 31, 2020; No. 02/2021 dated January 13, 2021; No. 10/2021 dated June 23, 2021; No.20/2021 dated December 8, 2021; No. 3/2022 dated May 5, 2022; No.11/2022 dated December 28, 2022 and No. 09/2023 dated September 25, 2023 issued by the Ministry of Corporate Affairs, Government of India (hereinafter referred to as “MCA Circulars” ), this 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 09[th] February 2024 (“ Cutoff date ”), seeking their approval as set out in the Notice of Postal Ballot.

The Company has engaged the services of M/s. Link Intime India Private Limited (LINK INTIME) for the purpose of providing e-voting facility to all its members. The detailed procedure for e-voting is enumerated in the Postal Ballot Notice. The remote e-voting will commence from Thursday, 15[th] February 2024 (10.00 a.m. IST) and shall end on Friday, 15[th] March 2024 (5.00 p.m. IST). E-voting shall not be allowed beyond 5.00 PM (IST) on Friday, 15[th] March 2024, and the e-voting module shall be disabled by Link Intime thereafter. The voting results of the postal ballot will be announced on or before Tuesday, 19th March 2024. The said results along with the Scrutinizer’s Report would be uploaded on the website of the Company https://www.transworld.com/shreyas-shipping-and-logistics.html, and also would be communicated to the Stock Exchanges and M/s. Link Intime India Private Limited, at https://instavote.linkintime.co.in.

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The Notice of Postal Ballot is available on the website of the Company https://www.transworld.com/shreyas-shipping-and-logistics.html, on the website of Link Intime at https://instavote.linkintime.co.in.

Kindly take the same on record.

Thanking you,

Yours faithfully,

For SHREYAS SHIPPING AND LOGISTICS LIMITED

NAMRATA Digitally signed by NAMRATA ASHISH ASHISH MALUSHTE Date: 2024.02.13 MALUSHTE 12:43:42 +05'30' NAMRATA MALUSHTE COMPANY SECRETARY & COMPLIANCE OFFICER

Encl: As above

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

Item No.1

Background, details, and benefits of the transaction:

Shreyas Shipping and Logistics Limited (hereinafter referred as the "Company"/"SSLL") has entered into an Joint Venture with M/s. Fleet Management India Private Limited and incorporated a new entity M/s. Transworld Fleet Management India Private Limited (referred as "JV Entity") for management of Company's fleet. The JV Entity is a joint venture between M/s. Sivaswamy Holdings Private Limited, a related party of the Company with M/s. Fleet Management India Private Limited.

Mr. Ramakrishnan Sivaswamy Iyer, Promoter & Executive Chairman, Mr. Ritesh Sivaswamy Ramakrishnan, Non­ Executive, Non-Independent Director (relative of Mr. Ramakrishnan Sivaswamy Iyer) and Capt. Milind Kashinath Patankar, Managing Director of the Company are appointed as Directors of the JV Entity. Pursuant to Section 2(76) of the Companies Act, 2013 and SEBI Listing Regulations, M/s. Transworld Fleet Management India Private Limited would therefore be a related party of the Company.

At present, the Company's current fleet stands at 13 vessels comprising 11 container feeder vessels and 2 dry handy size bulk vessels. All the vessels of the Company will be managed by the JV Entity which has expertise in fleet management services, and would bring accountability, high efficiency and ability to attract right talent.

The Company propose to enter into Related Party Transactions for purchase and sale of goods, rendering and receiving of services, including vessel management and reimbursement of technical expenses or through subscription in equity shares and other transactions for business with M/s. Transworld Fleet Management India Private Limited, a related party of the Company.

In terms of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ('SEBI Listing Regulations'), as amended, any transactions with a related party shall be considered material, if the transaction(s) entered into/to be entered into individually or taken together with the previous transactions during a financial year exceeds INR 1,000 crore or 10% of annual consolidated turnover of the Company as per the last audited financial statements of the Company, whichever is lower, and shall require prior approval of shareholders by means of an ordinary resolution. The said limits are applicable, even if the transactions are in the ordinary course of business of the concerned company and at an arm's length basis. The RPTs listed above are expected to exceed the materiality threshold and therefore, require prior approval of the shareholders by means of an ordinary resolution.

The Management has provided the Audit Committee and Board of Directors of the Company with the relevant details of various proposed RPTs including rationale, material terms and basis of pricing. The Audit Committee and the Board of Directors of the Company has granted approval at the meetings held on 08[th ] February 2024 and 09[th ] February 2024 respectively, for entering into RPTs with M/s. Transworld Fleet Management India Private Limited for an aggregate value up to INR 150 Crores for purchase and sale of goods, rendering and receiving of services, including vessel management and reimbursement of technical expenses or through subscription in equity shares and other transactions for business during the financial year 2024-2025.

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