Transworld Shipping Lines Ltd

Transworld Shipping Lines Limited: Trading window closed from 01 October 2026 till 48 hours after declaration of Unaudited Financial Results for the quarter and half year ended 30 September 2026

OEL Surya acquisition (Vessel 1)

• Ordinary resolution to approve Vessel 1 acquisition from Orient Express Lines Inc.
• Aggregate consideration up to USD 22.03 million; acquiring entity Transworld Sea-Connect IFSC Private Limited.
• Seller is a related party; promoter group alignment.
• Funds from internal accruals/equity/borrowings mix; approvals required.
• Directors Ramakrishnan Sivaswamy Iyer, Ritesh S. Ramakrishnan, Anisha V. Ramakrishnan to abstain.
• Subject to conditions precedent and approvals; no further shareholder consent required.

OEL Varun acquisition (Vessel 2)

• Ordinary resolution to approve Vessel 2 acquisition from Orient Express Lines Inc.
• Aggregate consideration up to USD 20.75 million; acquiring entity Transworld Sea-Connect IFSC Private Limited.
• Seller is a related party; promoter group alignment.
• Funds from internal accruals/equity/borrowings mix; approvals required.
• Directors Ramakrishnan Sivaswamy Iyer, Ritesh S. Ramakrishnan, Anisha V. Ramakrishnan to abstain.
• Vessel 2 capacity 2,478 TEUs; built 2006; next survey around 2031.

Process and dates

• Cut-off date for voting: 07 Sep 2026.
• Remote e-voting window: 24 Sep 2026 10:00 IST to 23 Oct 2026 17:00 IST.
• Results to be announced by 25 Oct 2026; Scrutinizer's Report uploaded.
• Related parties abstain from voting per SEBI LODR Regulation 23.
• Promoter/related party abstentions are as specified in the notice.

Joint Venture with Bainbridge Navigation DMCC

• Date of JV execution: 17 September 2026.
• Purpose: establish UAE-based Joint Venture for Handysize dry bulk pool.
• Equity split: Transworld 60%, Bainbridge 40%.
• Capital subscriptions: TSLL AED 75,000 for 75 shares; Bainbridge AED 50,000 for 50 shares.
• JV governed by United Arab Emirates law.
• Parties are not related to promoter/promoter group.
• Objective: consolidate operations and enhance efficiency in the dry bulk shipping market.

JV details

• JV formed in UAE to operate a Handysize dry bulk shipping pool.
• Ownership split: Transworld 60%, Bainbridge DMCC 40%.
• Equity subscriptions: TSLL 75 shares for AED 75,000; Bainbridge 50 shares for AED 50,000.
• JV to be regulated under UAE law.
• Annexure-A filed detailing terms and structure under SEBI LODR.
• No related-party status; transaction not a related party.

MOA for sale of vessel

• MOA signed to sell vessel TBC Kailash to Mandarine Ocean Ltd.
• Sale consideration: US$9,250,000.
• Counterparty Mandarine Ocean Ltd; no related party relationship.
• MOA received by the company on 11 September 2026.
• Annexure confirms arms-length terms; no equity issuance involved.

Event summary

• Sale of M.V. SSL Brahmaputra to Avana Logistek Limited completed on 10 September 2026
• Delivery executed under Protocol of Delivery and Acceptance; vessel delivered at Fujairah, UAE
• Reference earlier notice TSLL/35/2026-27 dated 07 August 2026

Key approvals

• Acquisition of OEL SURYA for USD 22.03m via Transworld Sea-Connect; subject to shareholder approvals.
• Acquisition of OEL VARUN for USD 20.75m via Transworld Sea-Connect; subject to shareholder approvals.
• Draft Postal Ballot Notice approved; Scrutinizer appointed Mr. B. Durgaprasad Rai.
• Related-party transactions disclosed; arms-length; common ultimate ownership; Buyer 100% owned subsidiary.
• Total consideration for both vessels USD 42.78m.

AGM Details

• Date: 19 August 2026; mode: VC/OAVM; start 11:00 AM; end 11:51 AM.
• Record date: 12 August 2026; shareholders on record: 16,462.
• Video conferencing/AVM; e-voting facility used; attendees: promoters 5, public 36.
• Minutes to be signed after Chairman approval.

Ordinary Business

• Adoption of standalone financial statements for year ended 31 March 2026; approved.
• Adoption of consolidated financial statements for year ended 31 March 2026; approved.
• Re-appointment of Executive Chairman by rotation; approved.

Special Business

• Re-appointment of Executive Chairman as Whole-time Director for three years from 01-Apr-2027; remuneration approved.
• Re-appointment of Capt. Milind Kashinath Patankar as Managing Director for three years from 01-Jul-2027; remuneration approved.
• Remuneration approvals for two Key Managerial Personnel.

Voting Results

• All items approved by members; ordinary resolutions passed.
• Special resolutions 3 and 4 passed with majority in favour; some votes against.

Directors & Auditors

• Executive Chairman re-appointed by rotation; eligible.
• Capt. Milind Kashinath Patankar appointed Managing Director for three years from 01-Jul-2027.
• Statutory auditors' reports considered; no change in auditor appointment.

AGM Details

• Date, time and mode: 19 August 2026, 11:00 IST, via VC/OAVM.
• Conclusion time: 11:51 IST; venue deemed at the registered office.
• Remote e-voting from 16-18 August 2026; cut-off 12 August 2026.

Key Resolutions

• Adoption of standalone and consolidated financial statements for year ended 31 March 2026.
• Re-appointment of Executive Chairman on rotation.
• Special: Re-appoint as Whole-time Director (Executive Chairman) for 3 years from 1 Apr 2027; remuneration.
• Special: Re-appoint Managing Director for 3 years from 1 Jul 2027; remuneration.

Voting Results

• Voting results to exchanges separately; no outcomes disclosed in this document.

Directors & Auditors

• Re-appointments of Executive Chairman and Managing Director.
• Statutory Auditors attended; no appointment change announced.
• Scrutiniser appointed for AGM: B. Durgaprasad Rai.
• Secretarial Auditor proposed from FY 2025-26 onwards.