NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE is hereby given that an Extra-Ordinary General Meeting of the Members of

Swan Energy Limited will be held on Thursday, the 20th July, 2023 at 11:30 A.M. (IST)
through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) to transact
the following business:

SPECIAL BUSINESS:

1. ISSUE OF EQUITY SHARES ON PREFERENTIAL BASIS:

To consider and if thought fit, to give assent/ dissent to 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 2,30,00,000 (Two Crore
Thirty Lakhs) equity shares of face value of Rs. 1/- each at a price of Rs. 300/- each
[Rupees Three Hundred Only] (including premium of Rs. 299/- each [Rupees Two
Hundred Ninety Nine 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:

Maximum No. of
equity shares
Name of Applicant (Proposed Allottee)
proposed to be
allotted upto
Non-Promoter (A)
GCP INAB PTE. LTD. 2,30,00,000
Total (A) 2,30,00,000

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 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 TRANSACONS:

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 regulaon 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 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 Agarwal
(Company Secretary)
Membership No:ACS 6572

Date : 27th June 2023

Place: Mumbai

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

1. The Ministry of Corporate Affairs (‘MCA’) vide its General Circulars No. 14/2020
dated April 08, 2020, No. 17/2020 dated April 13, 2020, followed by the General
Circular No. 22/2020, and subsequent circulars issued in this regard, the latest
being 10/2022 dated December 28, 2022 (collectively referred to as “MCA
Circulars”), has permitted the holding of EGM by companies through VC /
OAVM during the Calendar Year 2021, 2022 and upto September 30, 2023,
without the physical presence of the Members at a common venue.

In compliance with the provisions of the Companies Act, 2013 (“the Act”), SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing
Regulations”) and MCA Circulars, the Extra-ordinary General Meeting
(“Meeting” or “EGM”) of the Company is being held through VC / OAVM on
Thursday, July 20, 2023, at 11:30 a.m. (IST). The proceedings of the EGM
deemed to be conducted at the Registered Office of the Company situated at 6
Feltham House, 10, J N Heredia Marg, Ballard Estate, Mumbai, Maharashtra,
400001.

2. PURSUANT TO THE PROVISIONS OF THE ACT, A MEMBER ENTITLED TO

ATTEND AND VOTE AT THE EGM IS ENTITLED TO APPOINT A PROXY
TO ATTEND AND VOTE ON HIS/HER BEHALF AND THE PROXY NEED
NOT BE A MEMBER OF THE COMPANY.

SINCE THIS EGM IS BEING HELD PURSUANT TO THE MCA CIRCULARS

THROUGH VC OR OAVM, THE REQUIREMENT OF PHYSICAL
ATTENDANCE OF MEMBERS HAS BEEN DISPENSED WITH.

ACCORDINGLY, IN TERMS OF THE MCA CIRCULARS, THE FACILITY

FOR APPOINTMENT OF PROXIES BY THE MEMBERS WILL NOT BE
AVAILABLE FOR THIS EGM AND HENCE THE PROXY FORM,
ATTENDANCE SLIP AND ROUTE MAP OF EGM ARE NOT ANNEXED TO
THIS NOTICE

3. Institutional Investors, who are Members of the Company, are encouraged to

attend and vote at the EGM through VC/OAVM facility. Corporate Members/
Institutional Investors (i.e. other than individuals, HUFs, NRIs etc.) who are
intending to appoint their authorized representatives pursuant to Sections 112
and 113 of the Act, as the case may be, to attend the EGM through VC or OAVM
or to vote through remote e-voting are requested to send a certified copy of the
Board Resolution to the Scrutinizer by e-mail at jigneshpandyacs@gmail.com
with a copy marked to evoting@nsdl.co.in and invgrv@swan.co.in, not later than
48 hours before the scheduled time of the commencement of the Meeting.
Corporate Members/ Institutional shareholders (i.e. other than individuals, HUFs,
NRIs etc.) can also upload their Board Resolution/ Power of Attorney/Authority
Letter etc. by clicking on the “Upload Board Resolution/Authority Letter”
displayed under the “e-Voting” tab in their login.

4. The attendance of the Members attending the EGM through VC/OAVM will be
counted for the purpose of reckoning the quorum under Section 103 of the Act.
5. As per the provisions of Clause 3.A.II. of the General Circular No. 20/ 2020
dated May 5, 2020, the matters of Special Business as appearing at Item Nos. 1
and 2 of the accompanying Notice, are considered to be unavoidable by the
Board and hence, forming part of this Notice.

6. The relevant Explanatory Statement pursuant to Section 102 setting out material
facts and reasons for the proposed Resolution of the EGM Notice is appended
herein below for your consideration.

7. In compliance with the provisions of Section 108 of the Act, read with the
Companies (Management and Administration) Rules, 2014 as amended by the
Companies (Management and Administration) Amendment Rules, 2015 and
Regulation 44 of Listing Regulations and MCA Circulars, the Company is
providing facility of remote e-voting to its Members in respect of the business to
be transacted at the EGM. For this purpose, the Company has entered into an
agreement with National Securities Depository Limited (NSDL) for facilitating
voting through electronic means, as the authorized agency. The facility of
casting votes by a member using remote e-voting system as well as e-voting
during the EGM will be provided by NSDL.

8. The members can join the EGM through VC/OAVM mode 15 minutes before the
scheduled time of the commencement of the Meeting by following the procedure
mentioned in the Notice. The facility of participation at the EGM through
VC/OAVM will be made available for minimum 1,000 members on ‘first come
first serve’ basis. This will not include large Shareholders (Shareholders holding
2% or more equity shares), Promoters, Institutional Investors, Directors, Key
Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and
Remuneration Committee and Stakeholders’ Relationship Committee, Auditors
etc. who are allowed to attend the EGM without restriction on account of ‘first
come first serve’ basis. The Members will be able to view the proceedings on
National Securities Depository Limited’s (‘NSDL’) e-voting website at
www.evoting.nsdl.com.

9. In compliance with the aforesaid MCA and SEBI Circulars, the Notice is being
sent to the Members and all other persons so entitled in electronic mode only,
whose email IDs are registered with the Company/Depositories. Members may
note that the Notice will also be available on the Company’s website
https://swan.co.in/reports, 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 on the website of NSDL
www.evoting.nsdl.com.

10. Members who have not registered their email IDs are requested to do so at the
earliest. Members holding shares in electronic mode can get their email IDs
registered by contacting their respective Depository Participant. Members
holding shares in physical mode are requested to register their email IDs with
the Company or the RTA (M/s Purva Sharegistry (India) Pvt. Ltd.), for receiving
the Notice. Requests can be emailed to invgrv@swan.co.in or
 support@purvashare.com. We urge members to support this Green Initiative
effort of the Company and get their email IDs registered.

11. The Board of Directors have appointed Mr. Jignesh Mahendra Pandya ,
proprietor of M/s Jignesh M. Pandya & Co. , Practicing Company Secretaries, as
a Scrutinizer to scrutinize the remote e-voting process and e-voting at the EGM
in a fair and transparent manner.

12. 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.

13. The voting rights of the Members shall be in proportion to their share of the
paid-up equity share capital of the Company as on the Cut-Off Date i.e.
Thursday, 13th July, 2023. Members whose names appear in the Register of
Members / List of Beneficial Owners as on the Cut-off Date shall only be
considered eligible for the purpose of Remote e-Voting and those members
would be able to cast their votes and convey their assent or dissent to the
proposed resolution only through the Remote e-Voting process. Any person who
is not a Member as on the Cutoff date should treat this Notice of EGM for
information purpose only.

14. Members of the Company as on the Cut-Off Date (including those Members who
may not have received this Notice due to non-registration of their e-mail
addresses with the Company/RTA/Depositories) shall be entitled to vote in
relation to the aforementioned resolution in accordance with the process
specified in this Notice.

15. The Remote e-Voting will commence on Monday, 17th July, 2023, 09.00 a.m.
(IST) and will end on Wednesday, 19th July, 2023, at 5:00 p.m. (IST). During
this period, members of the Company holding shares in physical or electronic
form as on the Cut-Off Date may cast their vote electronically. The Remote e-
Voting will be blocked by NSDL immediately thereafter and will not be allowed
beyond the said date and time.

16. The result declared along with the Scrutinizer’s Report will be forwarded to BSE
Limited and National Stock Exchange of India Limited and shall be
simultaneously uploaded on the Company’s website https://swan.co.in/reports
and on the website of NSDL www.evoting.nsdl.com immediately.

17. All documents referred to in this Notice will also be available electronically for
inspection, without any fee, to Members from the date of circulation of the
Notice of EGM up to the closure of the voting period. Members desirous of
inspecting the documents referred to in the Notice or Statement may send their
requests to invgrv@swan.co.in from their registered e-mail addresses
mentioning their names, folio numbers/DP ID and Client ID, between the period
Monday, 17th July, 2023 to Wednesday, 19th July, 2023.
 18. Members are requested to notify immediately any change of address to their
Depository Participants (DPs) in respect of the shares held in electronic form,
and to the Company or the RTA (M/s Purva Sharegistry (India) Pvt. Ltd.), in
respect of the shares held in physical form together with a proof of address viz.
Electricity Bill, Telephone Bill, Ration Card, Voter ID Card, Passport etc.

19. SEBI has mandated the submission of Permanent Account Number (PAN) and
Bank Account details by every participant in securities market. Members holding
shares in electronic form are therefore requested to submit their PAN and Bank
Account details to the Depository Participants with whom they maintain their
demat accounts. Members holding shares in physical form should submit their
PAN and Bank Account details along with a self-certified copy of PAN and a
cancelled cheque/ passbook copy to the Registrar and Share Transfer Agent/
Company.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING

GENERAL MEETING ARE AS UNDER:-

The remote e-voting period begins on Monday, 17th July, 2023 at 9:00 A.M.
and ends on Wednesday, 19th July, 2023 at 5:00 P.M. 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. 13th July, 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 13th July, 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 and joining virtual meeting 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 Login Method

shareholders
Individual Shareholders 1. Existing IDeAS user can visit the e-Services website
holding securities in of NSDL Viz. https://eservices.nsdl.com either on a
demat mode with Personal Computer or on a mobile. On the e-Services
NSDL. 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 or e-Voting service provider i.e.
NSDL and you will be re-directed to e-Voting website
of NSDL for casting your vote during the remote e-
Voting period or joining virtual meeting & voting
during the meeting.

2. 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

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 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 or joining virtual meeting
& voting during the meeting.

4. Shareholders/Members can also download NSDL

Mobile App “NSDL Speede” facility by scanning the
QR code mentioned below for seamless voting
experience.
Individual Shareholders 1. Users who have opted for CDSL Easi / Easiest facility,
holding securities in can login through their existing user id and password.
demat mode with CDSL Option will be made available to reach e-Voting page
without any further authentication. The users to login
Easi /Easiest are requested to visit CDSL website
www.cdslindia.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 or joining
virtual meeting & voting during the meeting.
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 website
www.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 evoting is in
progress and also able to directly access the system of
all e-Voting Service Providers.
 Individual Shareholders You can also login using the login credentials of your demat
(holding securities in account through your Depository Participant registered with
demat mode) login NSDL/CDSL for e-Voting facility. upon logging in, you will be
through their able to see e-Voting option. Click on e-Voting option, you will
depository participants 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 or
joining virtual meeting & voting during the meeting.

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 ShareholdersMembers facing any technical issue in login can
holding securities in demat contact NSDL helpdesk by sending a request at
mode with NSDL evoting@nsdl.co.in or call at 022 - 4886 7000 and
022 - 2499 7000
Individual Shareholders Members facing any technical issue in login can
holding securities in demat contact CDSL helpdesk by sending a request at
mode with CDSL helpdesk.evoting@cdslindia.com or contact at toll
free no. 1800 22 55 33
B) Login Method for e-Voting and joining virtual meeting 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 using your log-in credentials, click on e-Voting and you
can proceed to Step 2 i.e. Cast your vote electronically.
4. Your User ID details are given below :

Manner of holding shares i.e. Your User ID is:

 Demat (NSDL or CDSL) or
Physical
a) For Members who hold shares in 8 Character DP ID followed by 8 Digit
demat account with NSDL. Client ID
For example if your DP ID is
IN300*** and Client ID is 12******
then your user ID is
IN300***12******.
b) For Members who hold shares in 16 Digit Beneficiary ID
demat account with CDSL. For example if your Beneficiary ID is
12************** then your user
ID is 12**************
c) For Members holding shares in EVEN Number followed by Folio
Physical Form. Number registered with the company
For example if folio number is
001*** and EVEN is 101456 then
user ID is 101456001***

5. Password details for shareholders other than Individual shareholders are given
below:

a) If you are already registered for e-Voting, then you can user your existing
password to login and cast your vote.

b) If you are using NSDL e-Voting system for the first time, you will need to
retrieve the ‘initial password’ which was communicated to you. Once you
retrieve your ‘initial password’, you need to enter the ‘initial password’ and
the system will force you to change your password.

c) How to retrieve your ‘initial password’?

(i) If your email ID is registered in your demat account or with the
company, your ‘initial password’ is communicated to you on your
email ID. Trace the email sent to you from NSDL from your mailbox.
Open the email and open the attachment i.e. a .pdf file. Open the
.pdf file. The password to open the .pdf file is your 8 digit client ID
for NSDL account, last 8 digits of client ID for CDSL account or folio
number for shares held in physical form. The .pdf file contains your
‘User ID’ and your ‘initial password’.

(ii) If your email ID is not registered, please follow steps mentioned

below in process for those shareholders whose email ids are
not registered.
 6. If you are unable to retrieve or have not received the “ Initial password” or
have forgotten your password:
a) Click on “Forgot User Details/Password?”(If you are holding shares in
your demat account with NSDL or CDSL) option available on
www.evoting.nsdl.com.
b) Physical User Reset Password?” (If you are holding shares in physical
mode) option available on www.evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can
send a request at evoting@nsdl.co.in mentioning your demat account
number/folio number, your PAN, your name and your registered address
etc.
d) Members can also use the OTP (One Time Password) based login for casting
the votes on the e-Voting system of NSDL.

7. After entering your password, tick on Agree to “Terms and Conditions” by

selecting on the check box.

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

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

Step 2: Cast your vote electronically and join General Meeting on NSDL e-
Voting system.

How to cast your vote electronically and join General Meeting 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 and General Meeting is
in active status.

2. Select “EVEN” of company for which you wish to cast your vote during the
remote e-Voting period and casting your vote during the General Meeting. For
joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join
Meeting”.

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 to (Name of NSDL Official) 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 and joining virtual meeting for
Individual shareholders holding securities in demat mode.

3. 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.

4. 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.

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE EGM
ARE AS UNDER:-

1. The procedure for e-Voting on the day of the EGM is same as the instructions
mentioned above for remote e-voting.

2. Only those Members/ shareholders, who will be present in the EGM through
VC/OAVM facility and have not casted their vote on the Resolutions through
remote e-Voting and are otherwise not barred from doing so, shall be eligible to
vote through e-Voting system in the EGM.

3. Members who have voted through Remote e-Voting will be eligible to attend the
EGM. However, they will not be eligible to vote at the EGM.

4. The details of the person who may be contacted for any grievances connected
with the facility for e-Voting on the day of the EGM shall be the same person
mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE EGM THROUGH VC/

OAVM ARE AS UNDER:

1. Member will be provided with a facility to attend the EGM through VC/OAVM
through the NSDL e-Voting system. Members may access by following the steps
mentioned above for Access to NSDL e-Voting system. After successful
login, you can see link of “VC/OAVM” placed under “Join meeting” menu
against company name. You are requested to click on VC/OAVM link placed
under Join Meeting menu. The link for VC/OAVM will be available in
Shareholder/Member login where the EVEN of Company will be displayed. Please
note that the members who do not have the User ID and Password for e-Voting
or have forgotten the User ID and Password may retrieve the same by following
the remote e-Voting instructions mentioned in the notice to avoid last minute
rush.

2. Members are encouraged to join the Meeting through Laptops for better
experience.

3. Further Members will be required to allow Camera and use Internet with a good
speed to avoid any disturbance during the meeting.

4. Please note that Participants Connecting from Mobile Devices or Tablets or

through Laptop connecting via Mobile Hotspot may experience Audio/Video loss
due to Fluctuation in their respective network. It is therefore recommended to
use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

5. Shareholders who would like to express their views/have questions may send
their questions in advance mentioning their name demat account number/folio
 number, email id, mobile number at (invgrv@swan.co.in). The same will be
replied by the company suitably.

20. Shareholders who would like to express their views/ask questions during the
meeting may register themselves as a speaker and send their request
mentioning their name demat account number/ folio number, email id, mobile
number at invgrv@swan.co.in till Saturday, 15th July, 2023 (4:00 p.m. IST).
Those shareholders who have registered themselves as a speaker will only be
allowed to express their views/ask questions during the meeting and the
company reserves the right to restrict the number of speakers.

21. Those shareholders who have registered themselves as a speaker will only be
allowed to express their views/ask questions during the meeting.

By Order of the Board

For Swan Energy Limited

Arun Agarwal
(Company Secretary)
Membership No:ACS 6572

Date : 27th June 2023

Place: Mumbai

Registered Office:
6 Feltham House,
10, J N Heredia Marg,
Ballard Estate, Mumbai – 400001
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. Particulars Amount Upto Tentative Time

No. (Rs.) Frame for
utilization
1. Providing of Loans and/or 540,00,00,000 6 Months
Inter Corporate Deposits
and/or Advances and/or
Investments to Hazel Infra
Limited and/or Swan LNG
Private Limited, being
Subsidiaries of the Company.
2. For General Corporate 150,00,00,000 6 Months
Purposes
Total 690,00,00,000

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

2,30,00,000 (Two Crore Thirty Lakhs) equity shares of face value of Rs. 1/- each
at a price of Rs. 300/‐ per Equity Share [Rupees Three Hundred Only] (including
premium of Rs. 299/- each [Rupees Two Hundred Ninety Nine 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:

No. of Equity
Pre-Issue Equity Shares Post-Issue Equity
Holdings proposed to Holdings*
Sr.
CATEGORY be issued
No
% of % of
No. of
Shareh No. of Shares No. of Shares Shareh
Shares
olding olding
Promoter’s
A
Holding
Indian Promoter/
1 16,91,48,000 64.09 0 16,91,48,000 58.95
Promoter Group
Foreign
2 Promoter/ 0 0.00 0 0 0.00
Promoter Group
Sub-Total (A) 16,91,48,000 64.09 0 16,91,48,000 58.95

Non-Promoter’s
B
Holding

1 Institutions: 5,28,35,549 20.02 2,30,00,000 7,58,35,549 26.43

2 Non-Institutions:
Private Corporate
3,09,33,545 11.72 0 3,09,33,545 10.78
Bodies
Directors and
0 0.00 0 0 0.00
relatives
Indian Public 87,18,633 3.30 0 87,18,633 3.04
Others (including
22,81,273 0.86 0 22,81,273 0.80
NRIs)
Sub-Total (B) 9,47,69,000 35.91 2,30,00,000 11,77,69,000 41.05
TOTAL (A+B) 26,39,17,000 100.00 2,30,00,000 28,69,17,000 100.00
* Assuming entire 2,30,00,000 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 Pre-Issue Equity Post-Issue Equity

Proposed Natural Holdings No. of Holding*
Allottee Persons Who equity
are the shares % of
Ultimate % of proposed to Share
Beneficial No. of Shareh be issued No. of holdin
Owners Shares olding Shares g
Non-Promoter
GCP INAB PTE. Note-1
1,15,000 0.04 2,30,00,000 2,31,15,000 8.06
LTD.
* Assuming entire 2,30,00,000 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 Proposed status of the

allottees allottees post the
preferential issue
GCP INAB PTE. LTD. Non-Promoter Non-Promoter

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 Tuesday, June 20, 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. 248.81 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. 238.92 per equity share.

Accordingly, the minimum issue price in terms of Regulation 164 of the SEBI
(ICDR) Regulations, is Rs. 248.81 per Equity Share, being higher of the above
two prices.
 b. The price determined through Valuation report dated Tuesday, June 27, 2023
issued by Mr. Vardhman Doogar, Registered Valuer (IBBI Registration No.
IBBI/RV/06/2019/10802). i.e., Rs. 256.07 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, July 20, 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. 300/- each [Rupees Three Hundred Only] (including premium of Rs.
299/- each [Rupees Two Hundred and Ninety Nine 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. 300/- each [Rupees Three Hundred Only] (including premium of Rs.
299/- each [Rupees Two Hundred Ninety Nine 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 2,30,00,000 Equity Shares of face value of Rs. 1/- each at a price of
Rs. 300/- each [Rupees Three Hundred Only] (including premium of Rs. 299/-
each [Rupees Two Hundred Ninety Nine 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 Tuesday, June
27, 2023.

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

SECURITIES:
 The Company intends to raise upto Rs. 690,00,00,000/- by way of Preferential
Issue of upto 2,30,00,000 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. Vardhman Doogar, Registered Valuer (IBBI
Registration No. IBBI/RV/06/2019/10802) having his office at Flat No. 403,
Tower-A-4, IREO Skyon, Gold Course Extn. Road, Behind Lemon Tree, Sector-60,
Gurugram – 122001 (Haryana).

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, July 20, 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 shall be 30 days prior to the date of this meeting of the
Shareholders 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 i.e Tuesday, June 20, 2023.

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.

Except Managing Director, Executive Directors, Chief Financial Officer 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:

Sr. Name of the Nature of Aggregate Nature and Percentage

No Related Relations maximum material terms of the
. Party hip value of the of contract(s)/ proposed
(includin contract(s)/ arrangement(s MRPTs to
g nature arrangement(s )/ counter
of )/ transaction(s) party’s
interest, transaction(s) entity’s
financial (during the annual
 or financial year turnover
otherwis 2023-24) (Rs.
e) in Crores)
1. Hazel Infra Subsidiary 1,000.00 Providing of Loan 0.00
Limited Company and/or Inter-
Corporate
Deposit and/or
Advance and/or
Investment
2. Swan LNG Subsidiary 400.00 Providing of loan 0.00
Private Limited Company and/or Inter-
Corporate
Deposit and/or
advance and/or
Investment

In the financial year 2023-24, the Company, along with its subsidiaries, 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 proposed MRPTs with the a.) Hazel Infra Limited (‘HIL’) will be in the nature of
Providing of Loan and/or Inter-Corporate Deposit and/or Advance and/or Investment to
the HIL at arm’s length for the proposed acquisition of Reliance Naval and Engineering
Limited pursuant to Resolution Plan, as approved by NCLT, as per provisions of the
Insolvency & Bankruptcy Code, 2016 by HIL; b.) Swan LNG Private Limited (‘SLPL’) will
be in the nature of Providing of Loan and/or Inter-Corporate Deposit and/or Advance
and/or Investment to the SLPL at arm’s length for the proposed capital expenditure
and long term working capital by SLPL.

The percentage of the proposed MRPTs to listed entity’s annual consolidated turnover
will be 69.53% for HIL and 27.82% for SLPL approximately. 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 is for acquiring Reliance Naval and Engineering Ltd in pursuant to
Resolution Plan, as approved by NCLT, as per provisions of the Insolvency &
Bankruptcy Code, 2016 by HIL and for capital expenditure and long term working
capital by SLPL and the same is in the interest of the Company. No valuation report or
other external report has been relied upon by the Company in relation to the proposed
transaction since the transaction of acquiring Reliance Naval and Engineering Ltd by
HIL is pursuant to Resolution Plan, as approved by NCLT, as per provisions of the
Insolvency & Bankruptcy Code, 2016 and further No valuation report or other external
report is required for the proposed transaction for capital expenditure and long term
working capital in SLPL.

The Audit Committee/Board has, at its meeting held on 27th June, 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 Managing Director, Executive Directors, Chief Financial Officer 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.

By Order of the Board

For Swan Energy Limited

Arun Agarwal
(Company Secretary)
Membership No:ACS 6572

Date : 27th June 2023

Place: Mumbai

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