NAYARA ENERGY LIMITED Registered Office: Khambhalia, Post Box No. 24, District Devbhumi Dwarka, Gujarat 361305 Corporate Identity No. (CIN): U11100GJ1989PLC032116 Tel. No.: +91 2833 661444; Fax No.: +91 2833 662929 Email: [email protected]; Website: www.nayaraenergy.com POSTAL BALLOT NOTICE PURSUANT TO SECTION 110 OF THE COMPANIES ACT, 2013 READ WITH RULE 22 OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014 To The Shareholder(s), NOTICE is hereby given to the shareholders (the “Shareholders/Members”) of Nayara Energy Limited (the “Company”), pursuant to Section 110 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 22 and other provisions of the Companies (Management and Administration) Rules, 2014 (the “Companies Act”) including any statutory modification(s) or re-enactment(s) thereof for the time being in force, that the resolutions appended below are proposed to be passed by way of Postal Ballot /remote e-voting process. The proposed resolutions, the explanatory statement thereto setting out the material facts and reasons thereof as required under Section 102 of the Companies Act, 2013 along with a Postal Ballot form and a self-addressed postage pre-paid envelope (if posted within India) are enclosed for your consideration. 1. Re-appointment of Mr. Charles Anthony Fountain as Executive Chairman of the Company To consider and, if thought fit, to pass the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198, 203, Schedule V and all other applicable provisions of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time (“the Act”) and Articles of Association of the Company and subject to the approval of the Central Government and such conditions and modifications as may be prescribed or imposed, if any, while granting such approval and subject to such approvals, permissions and sanctions, as may be required from appropriate authorities, the consent of the Members of the Company be and is hereby accorded to the re-appointment of Mr. Charles Anthony Fountain (DIN: 07719852), as Whole time Director designated as ‘Executive Chairman’ of the Company, for a period of three years with effect from January 2, 2021 to January 1, 2024 (both days inclusive), which shall be subject to annual review for continuity of service by the Nomination and Remuneration Committee / Board, on terms and conditions including remuneration as set out in the Explanatory Statement annexed to this Notice which is hereby specifically approved with right to the Board of Directors (hereinafter referred to as the “Board” which term shall be deemed to include the Nomination and Remuneration Committee of the Board) to alter and vary the terms and conditions of appointment and/or remuneration including period in office as it may deem fit within the parameters set out in the Explanatory Statement, without being required to seek any further consent or approval of the Members.” “RESOLVED FURTHER THAT in the event of absence or inadequacy of profits in any financial year, the remuneration as set out in the Explanatory Statement annexed hereto or the altered remuneration as approved by the Board, be paid to Mr. Charles Anthony Fountain notwithstanding that such remuneration is in excess of the limits prescribed under Section 197 read with Schedule V of the Act.” “RESOLVED FURTHER THAT the Board be and is hereby authorised to do all acts and take all such steps as may be necessary, proper and expedient to give effect to this resolution and settle all questions or doubts that may arise in this connection.” 1 2. To approve entering into Master Crude Supply and Product Offtake Agreement with Energopole SA To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 188 and other applicable provisions, if any, of the Companies Act, 2013, and the Rules made thereunder, including the Companies (Meetings of Board and its Powers) Rules, 2014, and any amendments, statutory modifications and/or re-enactment thereof for the time being in force, and subject to the fulfilment of any consents and approvals as may be prescribed under applicable law or otherwise, consent of Members of the Company be and is hereby accorded for entering into Master Crude Supply and Products Offtake Agreement (‘MCSPO Agreement’) with Energopole SA effective from its date of execution and valid until August 14, 2027 (‘Initial Term’) which shall be automatically extended by a period of one year on the expiry of the Initial Term / each anniversary until terminated under the terms of the MCSPO Agreement and for undertaking confirmations / transactions from time to time pursuant to and in compliance with the MCSPO Agreement.” “RESOLVED FURTHER THAT the Board of Directors of the Company (herein after referred to as ‘Board’ which term shall include any Committee constituted by the Board of Directors) be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution, as the Board may, in its absolute discretion, deem fit without being required to seek any further consent or approval of the Members or otherwise to the end and intent that they shall be deemed to have been given approval thereto expressly by the authority of this resolution.” By Order of the Board of Directors Mumbai Mayank Bhargava December 23, 2020 Company Secretary Registered Office: Khambhalia, Post Box No. 24, Dist. Devbhumi Dwarka – 361305, Gujarat. Phone: +91 02833 661444, Fax: +91 02833 662929 E-mail: [email protected]; Website: www.nayaraenergy.com Notes: 1. The explanatory statement pursuant to Section 102 of the Companies Act, 2013 (“Act”) in respect of the business set out above is annexed herewith along with the Postal Ballot Form. 2. The Members are requested to exercise their voting rights by either using the attached Postal Ballot form or through remote e-voting. In accordance with the provisions of Act, read with Rules 18 and 22 of the Companies (Management and Administration) Rules, 2014, the Postal Ballot Notice is being sent by email to those members who have registered their email addresses with their Depository Participants (in case of shares held in demat form) or with the Company’s Registrar and Share Transfer Agent (in case of shares held in physical form) holding shares as on December 18, 2020 (“Cut-off Date”). Further, physical copies of the Postal Ballot Notice are being sent by permitted mode (i.e. through registered / speed post / courier), along with a postage-prepaid self-addressed Business Reply Envelope to all the members of the Company as on the Cut off Date. 3. The Postal Ballot Notice will also be available on the Company’s website www.nayaraenergy.com and at the website of the service provider providing remote e-voting platform i.e. https://www.evoting.nsdl.com for download. 4. The voting rights of Members shall be in proportion to their share of the paid up equity share capital of the Company as on the Cut-off Date of December 18, 2020. Any person who is not a Member on the Cut-off Date should treat this notice for information purpose only. 2 5. The dispatch of Postal Ballot Notice will be announced through advertisement in at least one English newspaper having country wide circulation and one Gujarati newspaper with wide circulation in Devbhumi Dwarka District, where the registered office of the Company is situated, and published on the website of the Company. 6. As required under Secretarial Standard 2, specified by the Institute of Company Secretaries of India, the details of Mr. Charles Anthony Fountain, who is proposed to be re-appointed as Executive Chairman are appended at the end of the Notice. 7. Pursuant to Section 108 and 110 of the Act read with the Companies (Management and Administration) Rules, 2014, the Company will provide remote e-voting facility (“e-voting”) to the Members to exercise their right to vote on resolutions proposed to be considered through Postal Ballot. All business to be transacted through Postal Ballot can also be transacted through e-voting facility provided by National Securities Depository Limited (“NSDL”). The Company has engaged the services of NSDL to provide e-voting facilities. The e-voting facility will be available at the link https://www.evoting.nsdl.com during the following voting period: Commencement of e-voting from 8:00 a.m. on January 3, 2021 End of e-voting at 5:00 p.m. on February 1, 2021 E-voting shall not be allowed beyond 5:00 p.m. on February 1, 2021. During the e-voting period, Members of the Company, holding shares either in physical form or in dematerialized form, as on Cut-off Date of December 18, 2020 may cast their vote electronically. 8. Once the vote on a resolution is cast by a Member, the Member shall not be allowed to change it subsequently. 9. The Members shall have one vote per equity share held by them. The facility of remote e-voting would be provided once for every folio/ client id, irrespective of the number of joint holders. 10. Any person, who acquires shares of the Company and becomes Member after dispatch of the Notice and holding shares as of the Cut-off Date i.e. December 18, 2020 may obtain the login ID and password by sending a request to NSDL at [email protected]. Members may also contact Mr. Pradeep Mokale of the Registrar and Share Transfer Agents (STA) i.e.