Change in Director / Key Managerial Personnel
- Mr. Rajesh Dhirubhai Desai (DIN: 08848625) was re-appointed as Director after retiring by rotation under Section 152 of the Companies Act, 2013. Effective date: 30 September 2026. Mr. Desai is a commerce graduate from Mumbai University with 38 years of diverse experience in accounts and finance, including 34 years with the Essar Group. He previously worked with Bharat Surgicals Company and Essar Bulk Carriers Ltd.
- Mr. Subramanian Raman (DIN: 11920269) was appointed as an Independent Director. Effective date: 01 September 2026. He holds a Bachelor of Arts degree from Madras University and has over 40 years of experience in secretarial matters, compliances, merger & amalgamation, and investor relationships. He has handled many overseas and domestic merger & acquisitions and demerger activities. He retired as Joint-General Manager from Essar in 2018.
- Mr. Suresh Ramamirtham (DIN: 09299459) was re-appointed as an Independent Director. Effective date: 01 September 2026. He worked with Essar Group of companies for 40 years in Oil, Ports, Shipping, Constructions, and Solar business. His areas of expertise include Marketing, Operations, HR, and Finance. He is an MBA and has various certifications in oil and Shipping fields including from Essar Oil as a Petroleum Trader and IOC trained LPG courses.
- No relationship between directors was disclosed for any of the appointments.
Key Financial or Operational Approvals
The 16th Annual General Meeting held on 30 September 2026 approved several significant items:
- Disinvestment in Essar Shipping DMCC, U.A.E. (overseas Wholly-owned Subsidiary) under Section 180(1)(a) of the Companies Act, 2013. The subsidiary contributed Rs. Nil (0%) to total income but had a negative net worth of Rs. 705.48 Crore, representing 34.03% of the company's net worth contribution. The transaction is expected to be completed within 1 year from the AGM at Fair Market Value subject to valuation report. The buyer will be a group company (Fellow Subsidiary): Essar Investment Holdings Mauritius Limited or any other Essar group entity. This constitutes a related party transaction at arm's length price.
- Disinvestment in OGD Services Holdings Limited, Mauritius (overseas Wholly-owned Subsidiary) under Section 180(1)(a) of the Companies Act, 2013. The subsidiary contributed Rs. Nil (0%) to total income but had a negative net worth of Rs. 459.72 Crore, representing 22.17% of the company's net worth contribution. The transaction is expected to be completed within 1 year from the AGM at Fair Market Value subject to valuation report. The buyer will be a group company (Fellow Subsidiary): Essar Investment Holdings Mauritius Limited or any other Essar group entity. This constitutes a related party transaction at arm's length price.
- Sale of Asset Semisubmersible Rig Essar Wildcat owned by Essar Shipping DMCC, U.A.E. (Wholly-owned Subsidiary). The sale is expected to be completed within 1 year from the 16th AGM at Fair Market Value subject to valuation report. The buyer is yet to be decided and it is not a related party transaction.
- Sale of Asset - Tug III owned by Essar Shipping Limited. The sale is expected to be completed within 1 year from the 16th AGM at Fair Market Value subject to valuation report. The buyer is yet to be decided and it is not a related party transaction.
- General Related Party Transactions were approved without specific details provided in the disclosure.
Strategic or Business Context
The disclosure focuses primarily on corporate restructuring through divestment of non-performing assets and subsidiaries. The two subsidiaries being divested (Essar Shipping DMCC and OGD Services Holdings) both show negative net worth positions (Rs. 705.48 Crore and Rs. 459.72 Crore respectively) and zero income contribution, indicating these are likely non-core or underperforming assets that the company is seeking to dispose of as part of a broader restructuring strategy.
Any Other Material Information
- The disclosure was made under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015 and SEBI Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024.
- All transactions are outside any Scheme of Arrangement and comply with regulation 37A of LODR Regulations.
- The company confirmed that none of the sales constitute slump sales requiring additional disclosures.
- The disclosure was signed by Habib Jan, Company Secretary & Compliance Officer (A22801) on 03 October 2026.