Essar Shipping : Notice of 13th Annual General Meeting of Essar Shipping Ltd.

ESSAR SHIPPING LIMITED

NOTICE FOR ANNUAL GENERAL MEETING

Notice is hereby given that the Thirteenth Annual General Meeting (the Meeting) of the Members of Essar Shipping Limited (the Company) will be held on Friday, September 29, 2023 at

03.00 PM through video conferencing ("VC")/ Other Audio-Visual Means (OEAVM) in accordance with the applicable provisions of the Companies Act, 2013 read with MCA General Circular No. 20/2020, 14/2020, 17/2020, 20/2021, 03/2022 and 11/2022 dated May 5, 2020, April 8, 2020, April 13, 2020, December 8, 2021, May 5, 2022 and December 28, 2022 respectively, to transact following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Standalone
   Financial Statements of the Company for the financial year ended on March 31, 2023 together with the reports of the Board of Directors and Auditors thereon;
2. To receive, consider and adopt the Audited Consolidated
   Financial Statements of the Company for the financial year ended on March 31, 2023 together with the reports of Auditors thereon;
3. To appoint a Director in place of Ms. Raichel Mathew(DIN:
   09625593), who retires by rotation in terms of Section 152 of the Companies Act, 2013 and being eligible, offers herself for re-appointment.
   "RESOLVED THAT in accordance with the provisions of Section 152 and other applicable provisions of the
   Companies Act, 2013, Ms. Raichel Mathew (DIN:
   09625593), who retires by rotation at this meeting, be and is hereby appointed as a Director of the Company."

SPECIAL BUSINESS:

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

Resolution

"RESOLVED THAT in terms of the provisions of Section 42, 71 and all other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder, including any amendments, notifications, or re-enactment(s) if any, as may be applicable, (hereinafter the "Act"), other applicable laws, rules, circulars and regulations and in compliance with the Memorandum of Association and the Articles of Association of the Company, and subject to such other approvals, permissions and sanctions as may be necessary and subject to such conditions and modifications as may be prescribed in granting of such approvals permissions and sanctions which may be agreed to by the Members of the Company, the consent of the members of the Company be and is hereby accorded to 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 may constitute to exercise its powers, including the powers conferred by this resolution) to making offer(s) or invitation(s) to subscribe to, issue and allot (by way of private placement) up to 4,00,00,000 1%

Non-Convertible Debentures ("NCDs") for an aggregate subscription amount of up to Rs. 4,00,00,00,000/- to M/s. Essar Steel Metal Trading Limited a company incorporated under the laws of India, with corporate registration number 046272 and having its Corporate office at Mumbai, Maharashtra on preferential basis by conversion of outstanding unsecured loan into NCDs in one or more tranches on private placement offer letter to be issued by the Company and debentures trust Deed to be executed in relation to the issue of debentures (Debentures Trust Deed) between the Company and Beacon Trusteeship Limited as the Debentures trustee (Debentures trustee) and on such terms as set out in the debentures trust deed and so such acts as may be required in this regard to give effect to this resolution.

RESOLVED FURTHER THAT the aforesaid resolutions shall come into effect immediately and any one Director be and are hereby authorized to issue a certified true copy of this resolution to the concerned authorities /parties as may be necessary and they be requested to rely upon the authority of the same.

RESOLVED FURTHER THAT, for the purpose of giving effect to the above, the Board be and is hereby authorized, in its entire discretion, to do all such acts, matters, deeds and things and to take all such steps and to do all such things and give all such directions, as the Board may consider necessary, expedient or desirable, including without limitation, effecting any modification to the foregoing (including any modifications to the terms of the issue), to prescribe the forms of application, allotment, to enter into any agreements or other instruments, and to take such actions or give such directions as may be necessary or desirable and to file applications and obtain any approvals, permissions, sanctions which may be necessary or desirable and to settle any questions or difficulties that may arise and appoint consultants, valuers, legal advisors, advisors and such other agencies as may be required for the preferential issue of the NCDs without being required to seek any further clarification, consent or approval of the shareholders of the Company and that the shareholders of the Company shall be deemed to have given their approval thereto expressly by the authority of this resolution.

RESOLVED FURTHER THAT all actions taken by the Board in connection with any matter(s) referred to or contemplated in any of the foregoing resolutions be and are hereby approved, ratified and confirmed in all respects.

5. To consider and if thought fit, to pass with or without modifications the following resolution as an Ordinary

Resolution:

"RESOLVED THAT pursuant to the provisions of Section 177 and 188 of the Companies Act, 2013 ("the Act") and Regulation 23(4) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015 ("LODR Regulations") (including any

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statutory modification(s) or re-enactment thereof for the time being in force), the Company's Policy on "Materiality of Related Party Transactions and also on dealing with Related Party Transactions", subject to such other approvals, consents, permissions and sanctions of any authorities as may be necessary and subject to such conditions and modifications, as may be prescribed by any one of them while granting any such approvals, consents, permissions and/ or sanctions which may be agreed to by the Board of Directors of the Company, approval of the members of the Company be and is hereby accorded to the Audit Committee and the Board of Directors to authorize the management of the Company to enter into any and all material related party agreement(s) and/or transaction(s)and/or contract(s) (whether by way of an individual transaction or all transactions taken together), as may be appropriate, with the following Related Parties as defined under Section 2(76) of the Act and Regulation 2(1)(zb) of LODR Regulations inter-alia, to sell, purchase, transfer or receipt of products, goods, materials, services or other obligations, if any, on such terms and conditions as may be mutually agreed upon between the Company and any of the Related Party, for the amount in aggregate not exceeding as mentioned against the name of each of the following Related Party during the period mentioned against the name of each Related Party:

Sr.	Name of Related	Relationship	Nature of			Amount (Rs. In crores)
No.	Party	Transaction(s)
					From April 01, 2023	From 29th September 2023
				2023-2024	till the date of 13th	till the date of 14th Annual
				Annual General	General Meeting to be held
					Meeting	in calendar year 2024
1	OGD Services	Subsidiary	Income from	9.00	4.00	5.00
	Holdings Limited	Company	Management
			Services
2	Essar Investment	Associates	Income from	7.47	0.00	7.47
	Holdings Mauritius		Management
	Limited		Services
3	Futura Travels	Associates	Ticket & Visa	1.00	0.20	0.80
	Limited		charges
4	Drillxplore Private	Joint Venture	Investment in Joint	0.01	0.01	0.00
	Limited		Venture
5	Essar Shipping	Provident	Contribution	2.00	0.09	1.91
	Limited Employees	Fund Trust	of Provident
	Provident Fund		Fund amount of
			Employees
6	Equinox Reality	Associates	Sale of shares of	800.00	0.00	800.00
	Holdings Limited		Subsidiaries
7	IDH Drilling Holdco	Holding	Redemption of	1537.62	0.00	1537.62
	Limited	Company	FCCBs
8	Essar Shipping	Subsidiary	Receipt against	560.00	0.00	560.00
	DMCC	Company	receivables (Net)
9	Essar Steel Metal	Associate	Issue of Secured	400.00	0.00	400.00
	Trading Limited	Company	NCDs

RESOLVED FURTHER THAT consent of the Members of the Company be and is hereby accorded for ratification of the aforesaid related party transactions already entered into by Company, if any exceeding the threshold limits as specified in Rule 15(3) of

the Companies (Meetings of Board and its Powers) Rules, 2014 and which are material in nature in terms of Regulation 23 (1)

of LODR Regulation 2015.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to do all such acts and take all such steps as may be necessary, proper and expedient to give effect to this resolution and matters connected therewith or incidental thereto

including settling all such issues, questions, difficulties or doubts whatsoever that may arise and to take all decisions from powers

herein conferred to, without being required to seek further consent/approval of the members of the Company."

6. SALE OF OVERSEAS DIRECT INVESTMENTS(ODI) AND REDEMPTION OF FOREIGN CURRENCY CONVERTIBLE BONDS(FCCBS):

1. Disinvestment in Overseas Subsidiary (Energy II Limited, Bermuda) under Section 180(1)(a) of the Companies Act,
   2013:
   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 180(1)(a), and other applicable provisions if any, of the Companies

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Act, 2013, and the relevant rules made thereunder, and pursuant to regulation 24 and 37A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (including any statutory modifications, amendments or re-enactments of any of them for the time being in force), the Memorandum and Articles of Association of the company and subject to other requisite approvals to the extent necessary as may be required, the consent of the Members of the Company be and is hereby accorded to sell/ transfer or otherwise dispose-off in one or more tranches, the entire investments i.e. 39,037,276 shares held in Energy II Limited, a subsidiary company in Bermuda to Equinox Realty Holdings Limited, Mauritius for a consideration in USD 60.12 Mn as mutually agreed between both the parties, or to any other purchasers with whom the Board may finalize the agreement and on such other terms and conditions as may be approved by the Board.

RESOLVED FURTHER THAT for the purpose of implementation of this resolution, the Board / or such committee be and is hereby authorized to do all such acts, deeds, matter and things, including but not limited to deciding the time, mode, manner, extent of tranches, if required and other terms and conditions of the disinvestment/ sales of the shares as aforesaid, negotiating and finalizing the terms of sale/ offer for sale as may be necessary, desirable and expedient to be agreed, and all incidental and necessary steps for and on behalf of the company and to settle all questions or queries that may arise in the course of implementing this resolution."

B. Disinvestment in Overseas wholly owned

Subsidiary (Essar Shipping DMCC, Dubai) under Section 180(1)(a) of the Companies Act, 2013:

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 180(1)(a), and other applicable provisions if any, of the Companies Act, 2013, and the relevant rules made thereunder, and pursuant to regulation 24 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (including any statutory modifications, amendments or re-enactments of any of them for the time being in force), the Memorandum and Articles of Association of the company and subject to other requisite approvals to the extent necessary as may be required, the consent of the Members of the Company be and is hereby accorded to sell/ transfer or otherwise dispose-off in one or more tranches, the 100% investment i.e. 1,37,122 shares held in Essar Shipping DMCC, a subsidiary company in Dubai to Equinox Realty Holdings Limited, Mauritius for a consideration in USD 37.34 mn. agreed between

the parties, to the purchasers and at the consideration not less than the amount as mentioned below; or to any other purchasers with whom the Board may finalize the agreement and on such other terms and conditions as may be approved by the Board.

RESOLVED FURTHER THAT for the purpose of implementation of this resolution, the Board / or such committee be and is hereby authorized to do all such acts, deeds, matter and things, including but not limited to deciding the time, mode, manner, extent of tranches, if required and other terms and conditions of the disinvestment/ sales of the shares as aforesaid, negotiating and finalizing the terms of sale/ offer for sale as may be necessary, desirable and expedient to be agreed, and all incidental and necessary steps for and on behalf of the company and to settle all questions or queries that may arise in the course of implementing this resolution."

C. Disinvestment in Overseas wholly owned

Subsidiary (OGD Services Holdings Limited, Mauritius) under Section 180(1)(a) of the Companies Act, 2013:

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 180(1)(a), and other applicable provisions if any, of the Companies Act, 2013, and the relevant rules made thereunder, and pursuant to regulation 24 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (including any statutory modifications, amendments or re-enactments of any of them for the time being in force), the Memorandum and Articles of Association of the company and subject to other requisite approvals to the extent necessary as may be required, the consent of the Members of the Company be and is hereby accorded to sell/ transfer or otherwise dispose-off in one or more tranches, the entire investments i.e. 246,600,001 equity shares and 2,07,23,227, 0.01% Compulsory Convertible Preference Shares held in OGD Services Holdings Limited, a wholly owned subsidiary company in Mauritius to Equinox Realty Holdings Limited, Mauritius for a total consideration at fair market value (FMP) as agreed between the parties to the purchasers and at the consideration not less than the amount as mentioned below; or to any other purchasers with whom the Board may finalize the agreement and on such other terms and conditions as may be approved by the Board:

RESOLVED FURTHER THAT for the purpose of implementation of this resolution, the Board / or such committee be and is hereby authorized to do all such acts, deeds, matter and things, including but not

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limited to deciding the time, mode, manner, extent of tranches, if required and other terms and conditions of the disinvestment/ sales of the shares as aforesaid, negotiating and finalizing the terms of sale/ offer for sale as may be necessary, desirable and expedient to be agreed, and all incidental and necessary steps for and on behalf of the company and to settle all questions or queries that may arise in the course of implementing this resolution."

7. To Consider and approve material Related Party

Transaction (RPT) of sale of Overseas Direct Investments(ODI):

To consider and if thought fit to pass, with or without modification, the following resolution as a Special

Resolution:

"RESOLVED THAT pursuant to the provision of Section 177 and 188 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with the Companies

(Appointment and Qualification of Directors) Rules, 2014 and pursuant to Regulation 23 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR Regulations") (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), read with the SEBI Circular dated November 22, 2021, the consent of the Members be and is hereby accorded for the following related party transactions, the details of which are mentioned in the explanatory statement of Agenda of 7 with the subsidiaries of the Company, i.e., Energy II Limited, Bermuda, Essar Shipping DMCC, Dubai and OGD Services Holdings Limited, Mauritius in connection to sale of Overseas Direct Investments (ODI) made in the aforesaid subsidiaries.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to do all such acts and take all such steps as may be necessary, proper and expedient to give effect to this resolution."

8. To consider and if thought fit to pass, with or without modification, the following resolution as a Special

Resolution:

"RESOLVED THAT pursuant to the provisions of Section 186 of the Companies Act, 2013, read with The Companies (Meetings of Board and its Powers) Rules, 2014 as amended from time to time and other applicable provisions of the Companies Act, 2013 (including any amendment thereto or re-enactment thereof for the time being in force), if any, consent of the Members of the Company, be and is hereby accorded to (a) give any loan to any person(s) or other body corporate(s) ; (b) give any guarantee or provide security in connection with a loan to any person(s) or other body corporate(s) ; and (c) acquire by way of subscription, purchase or otherwise, securities of any other body corporate from time to time in one or more tranches as the Board of Directors as in their absolute discretion deem beneficial and in the interest of the Company, for an amount

not exceeding Rs.1000 crores(Rupees One thousand crores) outstanding at any time, notwithstanding that such investments, outstanding loans given or to be given and guarantees and security provided are in excess of the limits prescribed under Section 186 of the Companies Act, 2013.

RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution, any one of the Directors or Chief Financial officer or Company Secretary of the Company be and are hereby severally authorised to take such steps as may be necessary for obtaining approvals, statutory or otherwise, in relation to the above and to all matters arising out of and incidental thereto and to sign and to execute deeds, applications, documents and file returns with Registrar of Companies, that may be required, on behalf of the Company and generally to do all such acts, deeds, matters and things as may be necessary, proper, expedient or incidental for giving effect to this resolution."

	By Order of the Board
Place: Mumbai	Sd/-
Nisha Barnwal
Mumbai, August 25, 2023	Company Secretary and
	Compliance Officer
Registered Office:	ACS 66804

Essar Shipping Limited

EBTSL Premises, ER-2 Building (Admin. Building), Salaya, 44 KM, P.O. Box No. 7, Taluka Khambhalia, Devbhumi Dwarka, Gujarat - 361 305

CIN: L61200GJ2010PLC060285

Notes:

1. Explanatory Statement setting out the material facts concerning each item of Special Businesses to be transacted at the General Meeting pursuant to Section 102 of the Companies Act, 2013, is annexed hereto and forms part of the Notice. Information on all the Directors proposed to be appointed/re-appointed at the Meeting as required under Regulation 36 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SS-2 are provided in the Annexure - A to this Notice.
2. The Ministry of Corporate Affairs ("MCA") vide its General Circular Nos.14/2020 dated 8th April, 2020, Circular No.17/2020 dated 13th April, 2020, Circular No.20/2020 dated 5th May, 2020, Circular No.02/2021 dated 13th January, 2021, Circular No.19/2021 dated 8th December,
   2021,Circular No.21/2021 dated 14th December, 2021,
   Circular No.02/2022 dated 5th May, 2022 and Circular No.
   10/2022 dated 28th December, 2022 ("MCA Circulars") has permitted to conduct the Annual General Meeting through video conferencing ("VC") or other audiovisual means ("OAVM") upto 30th September, 2023. In compliance with the aforesaid MCA Circulars, the 13th Annual General Meeting ("13th AGM" or "Meeting") of the Members of the Company will be held through VC/OAVM, without the physical presence of the Members. In compliance with the

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said requirements of the MCA Circulars, electronic copy of the Notice along with the Annual Report for the financial year ended 31st March, 2023 consisting of financial statements including Board's Report, Auditors' Report and other documents required to be attached therewith(Collectively referred to as Annual Report) is being sent only to those members whose e- mail ids are registered with the Company or the Registrar and Share Transfer Agent or the Depository Participants(s) through electronic means and no physical copy of the Notice has been sent by the Company to any member. The Notice has also been hosted on the website of the Company www.essar.com.

1. Members may please note that SEBI vide its Circular No. SEBI/ HO/MIRSD/MIRSD_ RTAMB/P/CIR/2022/8 dated 25th January, 2022 has mandated the 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.
2. 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 and on the website of the Company's Registrar and Transfer Agents. It may be noted that any service request can be processed only after the folio is KYC Compliant.
3. As per the provisions of Section 72 of the Act and SEBI
   Circular, the facility for making nomination is available for the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. If a member desires to opt out or cancel the earlier nomination and record a fresh nomination, he/she may submit the same in Form ISR-3 or SH-14 as the case may be. The said forms can be downloaded from the Company's website https://www.essar.com/investors/essar-shipping-limited/ dematerialisation-of-shares/. Members are requested to submit the said details to their DP in case the shares are held by them in dematerialized form and to the Company in case the shares are held in physical form.
4. Members holding shares in physical form, are requested to convert their physical shareholding in to dematerialized shareholding. Please note that transfer of shares in physical form is not permissible as per SEBI guidelines. In this regard, the Members/legal heirs of deceased Members are also requested to open demat account simultaneously for dematerialising the shares to their demat account(s) after transmission of shares in their name by the RTA of the Company.
5. SEBI vide circular no. SEBI/HO/MIRSD/MIRSD_RTAMB/P/
   CIR/2021/655 dated 03rd November, 2021 and SEBI/
   HO/MIRSD/ MIRSD RTAMB/ P/CIR/2021/687 dated 14th

December, 2021 has provided the norms for furnishing PAN, KYC details and Nomination by holders of physical securities. Pursuant to the aforesaid SEBI Circular, the Company has sent individual communications to all the Members holding shares of the Company in physical form. In case of physical shareholders who have not updated their KYC details may please submit Form ISR-1, Form ISR-2, Form ISR-3 and Form No. SH-13. The link for downloading the forms is available on the Company's website at https://www.essar.com/investors/essar-shipping-limited/ dematerialisation-of-shares/and RTA`s website at http:// dsrc.com/bpm/

1. Those Shareholders whose email IDs are not registered can get their Email ID registered as follows:
2. • Members holding shares in demat form can get their E-mail ID registered by contacting their respective Depository Participant.
   • Members holding shares in the physical form can get their E-mail ID registered by contacting our Registrar and Share Transfer Agent "Data Software Research Company Private Limited" on their email ID essar. [e-mail] by sending the duly filled in
     E-communication registration form enclosed with this Notice to our RTA on their email id essar.shipping@ dsrc-cid.in
3. Members attending the AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act
4. In compliance with the said Circulars, the Company has also published a public notice by way of an advertisement made dated 08th September, 2023 in Jai Hind and Business
   Standard, both having a wide circulation in the State of Gujarat along with their electronic editions, inter alia, advising the members whose e-mail ids are not registered with the Company, its Registrar and Share Transfer Agent (RTA) or Depository Participant(s) (DPs), as the case may be, to register their e-mail ids with them.
5. The members who have not yet registered their e- mail ids with the Company may contact Mr. Radha Krishna, on [e-mail] phone no. 044- 28213738 / 28214487 for registering their e- mail ids on or before Friday, 22nd day of September, 2023 for entitling the members to cast their vote. The Company shall send the Notice to such members whose e-mail ids get registered within the aforesaid time enabling them to participate in the meeting and cast their votes.
6. If there is any change in the e-mail ID already registered with the Company, members are requested to immediately notify such change to the Company or its RTA in respect of shares held in physical form and to DPs in respect of shares held in electronic form.
7. In terms of the aforesaid Circulars, the businesses set out in the Notice will be transacted by the members only through

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