Jagatjit Industries Ltd. — Proxy Solicitation & Information Statement 2025

Sep 3, 2025

Jagatjit Industries Limited

4" Floor, Bhandari House 91, Nehru Place, New Delhi — ¹¹⁰⁰¹⁹ Tel: +91 11 26432641 /42 Fax: +91 11 41618524 / 26441850

The BSE Limited, 3rd September, 2025 Department of Corporate Services, Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai- 400 001

Sub : Notice of 80t AGM and Book Closure for Annual General Meeting Scrip Code No.: 507155

Dear Sir,

We would like to inform you that the 80th Annual General Meeting (AGM) of the members of Jagatjit Industries Limited will be held on Friday, 26t September, 2025, through Video Conference ("VC")/ other Audio Visual Means ("0AVM"), in compliance with the applicable provisions of the Companies Act, 2013 and the Rules made thereunder, provisions of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 and the provisions of General Circular No. 09/2024 dated 19t September, 2024 read with circulars issued earlier on the subject ("MCA Circulars") and SEBI Circular No. SEBI/HO/CFD/CFD-PODZ/P/CIR/2024/133 dated 3t October, 2024 read with the circulars issued earlier on the subject ("SEBI Circulars").

We would further like to inform you that Pursuant to Section 91 of the Companies Act, 2013 and the Rules made thereunder and Regulation 42 of the SEBI (Listing Obligations and Disclosures) Regulations, 2015, the Register of Members and Share Transfer Books of the Company will remain closed From Monday, 22 September, 2025 to Friday, 26t September, 2025 (both days inclusive), for the purpose of AGM.

The Notice of 80t Annual General Meeting of the Company is enclosed herewith for your records.

This may be taken as due compliance of Regulation 30 and Regulation 42 of SEBI (Listing Obligations and Disclosures) Regulations, 2015.

Thanking you,

Yours faithfully, For JAGAT]IT INDUSTRIES LIMITED /

Roopesh Kumar Company Secretary

Encl: as above

JAGATJIT INDUSTRIES LIMITED

Corporate Identity Number : L15520PB1944PLC001970 Registered Office : Jagatjit Nagar, Distt. Kapurthala - 144 802, Punjab Corporate Office : 4th Floor, Bhandari House, 91, Nehru Place, New Delhi - 110019 Telephone : (0181) 2783112 Email : jil@jagatjit.com, Website:www.jagatjit.com

NOTICE

Notice is hereby given that the 80th (Eightieth) Annual General Meeting ("AGM") of Jagatjit Industries Limited ("the Company") will be held on Friday, the 26th September, 2025 at 11.00 a.m. through Video Conferencing (VC) or Other Audio Visual Means (OAVM), for which purpose the Registered Office of the Company situated at Jagatjit Nagar, Distt. Kapurthala – 144802, Punjab, shall be deemed as the venue for the Meeting and the proceedings of the AGM shall be deemed to be made thereat, to transact the following business:

ORDINARY BUSINESS

• 1. To receive, consider and adopt the Audited Standalone Financial Statements of the Company together with the report of Board of Directors and Auditors thereon and the Audited Consolidated Financial Statements of the Company including Auditors' Report thereon for the Financial Year ended 31st March, 2025.
• 2. To appoint Mrs. Asha Saxena (DIN: 08079652), who retires by rotation and, being eligible, offers herself for re-appointment as a Director.

SPECIAL BUSINESS

3. To ratify the remuneration payable to the Cost Auditors

To consider and, if thought fit, to pass, with or without modification(s), the following Resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 148 and any other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, (including any statutory modification(s) or re-enactment thereof, for the time being in force), the remuneration of ` 75,000/- (Rupees Seventy Five Thousand Only), plus taxes as applicable and reimbursement of actual out-of-pocket expenses, as approved by the Board of Directors of the Company, payable to M/s P. K. Verma & Co., Cost Accountants, Chandigarh (Firm Registration No. 0005111) for the conduct of the audit of the cost records of the Company for the financial year ending 31st March, 2026 be and is hereby ratified and confirmed."

4. Appointment of Secretarial Auditors

To consider and, if thought fit, to pass, with or without modification(s), the following Resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013 ('the Act'), read with Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, [including any statutory modification(s) or re-enactment(s) thereof, for the time being in force], and Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, and based on the recommendation of the Audit Committee and Board of Directors of the Company, consent of the Company be and is hereby accorded for appointment of M/s Saqib & Associates, Company Secretaries (CP No. F18116) as the Secretarial Auditor of the Company for a period of five (5) consecutive years, commencing on 1st April, 2025, until 31st March, 2030, to conduct Secretarial Audit of the Company and to furnish the Secretarial Audit Report."

"RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to fix the annual remuneration plus applicable taxes and out-of pocket expenses payable to them during their tenure as the Secretarial Auditors of the Company, as determined by the Audit Committee in consultation with the said Secretarial Auditors."

"RESOLVED FURTHER THAT the Board of Directors be and are hereby authorized to take such steps and do all such acts, deeds, matters, and things as may be considered necessary, proper, and expedient to give effect to this Resolution."

5. To re-appoint Ms. Vidhi Goel (DIN: 09031993) as an Independent Director of the Company, to hold office for the second term of 5 (five) consecutive years.

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 Sections 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Companies Act, 2013 and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Ms. Vidhi Goel (DIN: 09031993), who has been appointed as the Independent Director of the Company by the members at the 76th Annual General Meeting of the Company to hold office for the First term of 5 (Five) consecutive years till 17th January, 2026 and in respect of whom, the Company has received a notice in writing from a member under Section 160 of the Companies Act, 2013 signifying his/her intention to propose Ms. Vidhi Goel as a candidate for the office of a Director of the Company be and is hereby re-appointed as an Independent Director of the Company to hold office for the second term of 5 (Five) consecutive years, from the conclusion of this 80th Annual General Meeting until the conclusion of 85th Annual

General Meeting to be held in the calendar year 2030."

"RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds and things as may be required in connection with or incidental thereto to give effect to the above resolution including but not limited to the filing of necessary forms, returns, documents etc. with the Registrar of Companies and to comply with all other requirements in this regard."

6. To ratify the restructuring of remuneration of Ms. Roshini Sanah Jaiswal, Executive Director of the Company

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 188, 197 read with Schedule V and other applicable provisions of the Companies Act, 2013, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the revision / restructuring of remuneration, payable to Ms. Roshini Sanah Jaiswal (DIN: 00887811), Executive Director of the Company with effect from 1st April, 2025, as approved by the Board of Directors at their meeting held on 14th February, 2025, be and is hereby ratified and confirmed :-

(i)	Salary and allowances	:	` 20,00,000/- P. M.

• (ii) Accommodation : She will be entitled for a suitable furnished accommodation.
• (iii) Other perks : She will also be entitled to a Company car with driver and other perks as per Company Policy.

Tax on all perquisites given shall be borne by the Company."

"RESOLVED FURTHER THAT approval of the Company be and is hereby accorded to the Board of Directors to alter and vary the terms and conditions of the said appointment and remuneration payable from time to time as per the provisions of Section 197 read with Schedule V of the Companies Act, 2013, or any amendment thereto as may be agreed to between the Board of Directors and Ms. Roshini Sanah Jaiswal."

"RESOLVED FURTHER THAT the aggregate of salary, perquisites and allowances of Ms. Roshini Sanah Jaiswal in any financial year shall not exceed the limits prescribed under Section 197 read with Schedule V of the Companies Act, 2013 (including applicable Rules) as amended from time to time."

"RESOLVED FURTHER THAT the Board of Directors of the Company (including any Committee(s) thereof) be and is hereby authorized to do all such acts and take all such steps as may be considered necessary, proper or expedient to give effect to this Resolution."

7. To approve raising of funds in one or more tranches, by issuance of equity shares and/or other eligible securities

To consider and, if thought fit, to pass, with or without

modification(s), the following Resolution(s) as Special Resolution:

"RESOLVED THAT pursuant to sections 23(1)(b), 42, 62(1)(c), 179 and other applicable provisions, if any, of the Companies Act, 2013 and the applicable rules made thereunder ("the Act") (including the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Companies (Share Capital and Debentures) Rules, 2014), and each including any amendment(s), statutory modification(s), or re-enactment(s) thereof for the time being in force and in accordance with the provisions of the Memorandum of Association and Articles of Association of the Company, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("SEBI ICDR Regulations"), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations") and the Foreign Exchange Management Act, 1999 including any amendment(s), statutory modification(s), variation(s) or re-enactment(s) thereof, or the rules, regulations, circulars or notifications issued thereunder, including the Foreign Exchange Management (Non-debt Instruments) Rules, 2019, the Consolidated FDI Policy issued by the Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, Government of India from time to time, each as amended; the listing agreements entered into by the Company with the stock exchanges where the equity shares of face value of ` 10 each of the Company are listed ("Stock Exchanges", and such equity shares, the "Equity Shares"); and any other provisions of applicable law (including all other applicable statutes, clarifications, rules, regulations, circulars, notifications, and guidelines issued by the Government of India ("GOI"), Ministry of Corporate Affairs ("MCA"), Reserve Bank of India ("RBI"), Securities and Exchange Board of India ("SEBI"), Stock Exchanges, Registrar of Companies, Punjab and Chandigarh at Chandigarh ("RoC") and such other statutory/regulatory authorities), and subject to all approvals, permissions, consents, and/or sanctions as may be necessary or required from SEBI, the Stock Exchanges, RBI, MCA, GOI, RoC, or any other concerned statutory/regulatory authority in India or abroad ("Appropriate Authorities"), and subject to such terms, conditions, or modifications as may be prescribed or imposed while granting such approvals, permissions, consents, and/or sanctions by any of the aforesaid authorities, which may be agreed to by the board of directors of the Company ("Board", which term shall include any committee which the Board of Directors may have constituted or may hereinafter constitute to exercise its powers, including the powers conferred by this resolution), approval of the members of the Company be and is hereby accorded to the Board to create, offer, issue and allot such number of Securities (as defined hereinafter), for cash or otherwise, with or without green shoe option, by way of an issuance of any instrument or security, including equity shares, fully or partly convertible debentures, non-convertible debentures along with warrants, any other equity based securities, or any combination thereof (all of which are hereinafter referred to as "Securities"), in one or more tranches and/or one or more issuances, simultaneously or otherwise for an aggregate amount of up to

and not exceeding ` 350 Crores (Rupees Three Hundred & Fifty Crores only) (inclusive of such discount or premium to market price or prices permitted under applicable law), whether rupee denominated or denominated in one or more foreign currencies, including by way of qualified institutions placement(s), preferential allotment or a private placement(s) and/or any combination thereof or any other method as may be permitted under applicable laws to the eligible investors in the course of domestic or international offerings, through issue of placement document and/or other permissible/ requisite offer documents or other permissible/requisite documents/ writings/circulars/memoranda in such a manner to any eligible person, including qualified institutional buyers in accordance with the Chapter VI of the SEBI ICDR Regulations, or otherwise, foreign/ resident investors (whether institutions, banks, incorporated bodies, mutual funds, individuals, trustees, stabilizing agent or otherwise), venture capital funds, alternative investment funds, foreign portfolio investors, Indian and/or multilateral financial institutions, mutual funds, non-resident Indians, pension funds and/or any other categories of investors, who are authorised to invest in the Securities of the Company as per extant regulations/guidelines or any combination of the above, whether they being existing holders of the Securities or not (collectively referred to as the "Investors"), as may be decided by the Board in its absolute discretion and permitted under applicable laws and regulations, at such price or prices, at a discount or premium to market price or prices permitted under applicable laws, with authority to retain over subscription up to such percentage as may be permitted under applicable regulations and in such manner and on such terms and conditions, including the discretion to determine the categories of Investors to whom the offer, issue and allotment of Securities shall be made to the exclusion of others, in consultation with the lead manager(s) and/or other advisors appointed by the Company, in such manner as may be prescribed under applicable laws, and without requiring any further approval or consent from the members at the time of such issue and allotment, considering the prevailing market conditions and other relevant factors in consultation with the merchant banker to be appointed by the Company so as to enable the Company to list its Securities on any stock exchange in India."

"RESOLVED FURTHER THAT in the event Company proposes to issue and allot any Securities by way of Qualified Institutions Placement ("QIP") to Qualified Institutional Buyers ("QIBs") in terms of Chapter VI of the SEBI ICDR Regulations (hereinafter referred to as "Eligible Securities" within the meaning of SEBI ICDR Regulations):

• I. The Eligible Securities to be so created, offered, issued, and allotted shall be subject to the provisions of the Memorandum of Association and the Articles of Association of the Company;
• II. QIP to be undertaken pursuant to the special resolution passed at meeting of the shareholders of the Company. The allotment of the Eligible Securities shall be completed within 365 days from the date of passing of such special resolution by the Shareholders or such other time as may be allowed under the Act and/ or SEBI ICDR

Regulations, from time to time;

• III. The Equity Shares which are proposed to be allotted through QIP or pursuant to conversion or exchange of eligible Securities being offered through QIP, have been listed on a stock exchange for a period of at least one year, calculated on a date prior to issuance of this notice to shareholders of the Company;
• IV. The Equity Shares issued and allotted under the Issue or allotted upon conversion of the equity linked instruments issued in QIP shall rank pari-passu inter se in all respects including with respect to entitlement to dividend, voting rights or otherwise with the existing Ordinary Equity Shares of the Company in all respects;
• V. The relevant date for determination of the floor price of the Eligible Securities to be issued shall be:
• (i) in case of allotment of Equity Shares, the date of meeting in which the Board decides to open the issue, and/or,
• (ii) in case of allotment of eligible convertible Securities, either the date of the meeting in which the Board decides to open the issue of such convertible securities or the date on which the holders of such convertible securities become entitled to apply for the Equity Shares, as may be determined by the Board;
• VI. The Eligible Securities (excluding warrants) shall be allotted as fully paid up and dematerialized;
• VII. The issuance and allotment of the Securities by way of the QIP shall be made at such price that is not less than the price determined in accordance with the pricing formula provided under Chapter VI of the SEBI ICDR Regulations ("Floor Price"), the Act and other applicable laws, and the price determined for the QIP shall be subject to appropriate adjustments as per the provisions of the applicable laws, including SEBI ICDR Regulations. However, the Board, in consultation with the book running lead managers, may offer a discount of not more than 5% or such other percentage as may be permitted under applicable law on the Floor Price;
• VIII. The number and/or price of the Eligible Securities or the underlying Equity Shares issued on conversion of Eligible Securities shall be appropriately adjusted for corporate actions such as rights issue, stock split or consolidation of shares, reclassification of equity shares into other securities, issue of equity shares by way of capitalisation of profit or reserves, or any such capital or corporate restructuring;
• IX. In accordance with Regulation 176(3) under Chapter VI of SEBI ICDR Regulations, no partly paid-up Equity Shares or other Securities shall be issued / allotted;
• X. In accordance with Regulation 179(2) under Chapter VI of SEBI ICDR Regulations, a minimum of 10% of the Eligible Securities shall be issued and allotted to Mutual Funds

and if Mutual Funds do not subscribe to the aforesaid minimum percentage or part thereof, such minimum portion or part thereof, may be allotted to other QIBs;

• XI. The Eligible Securities shall not be eligible to be sold by the allottee for a period of one year from the date of allotment, except on a recognized stock exchange, or except as may be permitted under the SEBI ICDR Regulations from time to time;
• XII. No single allottee shall be allotted more than 50% of the issue size and the minimum number of allottees shall be in accordance with the SEBI ICDR Regulations;
• XIII. The Company shall not undertake any subsequent QIP until the expiry of two weeks or such other time as may be prescribed by the SEBI, from the date of the QIP to be undertaken pursuant to the special resolution;
• XIV. The tenure of the convertible or exchangeable Eligible Securities issued through the QIP shall not exceed sixty months from the date of allotment; and
• XV. Application for allotment of Eligible Securities, and allotment of Eligible Securities through the QIP shall be in accordance with the criteria provided under Chapter VI of the SEBI ICDR Regulations. No allotment shall be made, either directly or indirectly, to any QIB who is a promoter, or any person related to the promoters of the Company."

"RESOLVED FURTHER THAT, without prejudice to the generality of the above, the aforesaid Securities may have such features and attributes or any terms or combination of terms in accordance with international practices to provide for the tradability and free transferability thereof as per the prevailing practices and regulations in the capital markets including but not limited to the terms and conditions in relation to payment of dividend, issue of additional Equity Shares, variation of the conversion price of the Securities or period of conversion of Securities into Equity Shares during the duration of the Securities and the Board be and is hereby authorized, in its absolute discretion, in such manner as it may deem fit, to dispose-off such of the Securities that are not subscribed."

"RESOLVED FURTHER THAT the consent of the members of the Company, be and is hereby accorded to Board or its duly constituted committee thereof, to issue and allot such number of Equity Shares as may be required to be issued and allotted upon conversion of any Securities or as may be necessary in accordance with the terms of the offering. All such Equity Shares shall rank pari-passu with the existing Equity Shares in all respects."

"RESOLVED FURTHER THAT in case of offering of any Securities, including without limitation any securities convertible into Equity Shares, consent of the members of the Company be and is hereby accorded to the Board to issue and allot such number of Equity Shares as may be required to be issued and allotted upon conversion, redemption or cancellation of any such Securities referred to above in accordance with the terms of issue/ offering in respect of such Securities and such Equity Shares shall rank pari passu with the existing Equity Shares in all respects, except as may be provided otherwise under the terms of issue/ offering and in the offer document and/or placement document and/or offer letter and/or offering circular and/or listing particulars, in accordance with the applicable laws."

"RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board or a committee thereof, in consultation with the lead manager, advisors and/or other intermediaries as may be appointed in relation to the Issue, be and is hereby authorized to do such acts, deeds, matters and take all steps as may be necessary including without limitation, the determination of the terms and conditions of the QIP including among other things, the date of opening and closing of the QIP, the class of investors to whom the Securities are to be issued, determination of the number of Securities, tranches, issue price, finalisation and approval of preliminary and final placement document(s), interest rate, listing, premium/ discount, permitted under applicable law (now or hereafter), conversion of Securities, if any, redemption, allotment of Securities, listing of securities at Stock Exchange(s) and to sign and execute all deeds, documents, undertakings, agreements, papers, declarations and writings as may be required in this regard including without limitation, the private placement offer letter (along with the application form), information memorandum, disclosure documents, the preliminary placement document and the placement document, placement agreement, escrow agreement and any other documents as may be required, approve and finalise the bid cum application form and confirmation of allocation notes, seek any consents and approvals as may be required, provide such declarations, affidavits, certificates, consents and/or authorities as required from time to time, finalize utilisation of the proceeds of the QIP, give instructions or directions and/or settle all questions, difficulties or doubts that may arise at any stage from time to time, and give effect to such modifications, changes, variations, alterations, deletions, additions as regards the terms and conditions as may be required by the SEBI, the MCA, the book running lead managers, or other authorities or intermediaries involved in or concerned with the QIP or any other mode of issuance of Securities and as the Board may in its absolute discretion deem fit and proper in the best interest of the Company without being required to seek any further consent or approval of the members or otherwise, and that all or any of the powers conferred on the Board pursuant to this resolution may be exercised by the Board to the end and intent that the members shall be deemed to have given their approval thereto expressly by the authority of this resolution, and all actions taken by the Board or any committee constituted by the Board to exercise its powers, 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."

"RESOLVED FURTHER THAT the Board or duly constituted committee thereof, be and is hereby authorized by the members of the Company to approve, finalise, execute, ratify, and/or amend/modify agreements and documents, including any power of attorney, lock up letters, and agreements in connection with the appointment/engagement of any

intermediaries and/ or advisors (including for marketing, listing, trading and appointment of book running lead managers/ legal counsel/ bankers/ advisors/ registrars/ and other intermediaries as required) and to pay any fees, commission, costs, charges and other expenses in connection therewith."

"RESOLVED FURTHER THAT the issue and allotment of securities, if any, made to NRIs, FPIs and/or other eligible foreign investors pursuant to this resolution shall be subject to the approval of the RBI under the Foreign Exchange Management Act, 1999 as may be applicable but within the overall limits as set forth thereunder."

"RESOLVED FURTHER THAT the Board or duly constituted committee thereof is authorised by the members of the Company to seek the listing of Eligible Securities on any stock exchange(s) submitting the listing applications to such stock exchange(s) and taking all actions that maybe necessary in connection with obtaining such listing approvals (both in-principal and final listing and trading approvals), filing of requisite documents/making declarations with the MCA, RoC, RBI, SEBI and any other statutory/regulatory authority(ies), and any other deed(s), document(s), declaration(s) as may be required under the applicable laws as maybe necessary to give effect to this resolution."

"RESOLVED FURTHER THAT the Board or duly constituted committee, thereof is authorised by the members of the Company to open one or more bank accounts in the name of the Company, as may be required, subject to requisite approvals, if any, and to give such instructions including closure thereof as may be required and deemed appropriate by the Board."

"RESOLVED FURTHER THAT subject to applicable law, the Board be and is hereby authorized to delegate all or any of the powers herein conferred to any director(s), committee(s), executive(s), officer(s) or representatives(s) of the Company or to any other person to do all such acts, deeds, matters and things and also to execute such documents, writings etc., and to represent the Company before any governmental authorities, as may be necessary to give effect to this resolution."

"RESOLVED FURTHER THAT Ms. Roshini Sanah Jaiswal, Executive Director, Mr. Ravi Manchanda, Managing Director and Mr, Roopesh Kumar, Company Secretary of the Company be and are hereby severally authorised to certify the true copy of this resolution and forward the same to any person or authority for their record and necessary action."

BY ORDER OF THE BOARD FOR JAGATJIT INDUSTRIES LIMITED

Sd/-

Roopesh Kumar

Company Secretary ICSI M. No. F-10058 Address: 4th Floor, Bhandari House, 91, Nehru Place, New Delhi 110 019

Place: New Delhi Date: 14th August, 2025

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE ACT

Item No. 3

The Board, on the recommendation of the Audit Committee at its meeting held on 17th May, 2025, has approved the re-appointment of M/s P. K. Verma & Co., Cost Accountants, Chandigarh (Firm Registration No. 0005111) as the Cost Auditors at a remuneration of ` 75,000/- (Rupees Seventy Five Thousand Only) plus taxes as applicable and reimbursement of actual out of pocket expenses as may be incurred by them in the performance of their duties for conducting audit of the Cost records of the Company for the Financial Year ending 31st March, 2026.

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the members of the Company.

The Board of Directors at their meeting held on 17th May, 2025, recommended to the Members, the ratification of the remuneration payable to the Cost Auditors for the financial year ending 31st March, 2026, for the approval as an Ordinary Resolution.

None of the Director(s) and Key Managerial Personnel of the Company and/or their relatives have any nature of concern or interest, financial or otherwise, directly or indirectly in respect of the proposed resolution.

Item No. 4

In accordance with the provisions of Section 204 and other applicable provisions of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, every listed company and certain other prescribed categories of companies are required to annex a Secretarial Audit Report, issued by a Practicing Company Secretary, to their Board's report, prepared under Section 134(3) of the Act.

Furthermore, pursuant to Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), every listed entity and its material Subsidiaries in India are required to conduct Secretarial Audit and annex the Secretarial Audit Report to its annual report. Additionally, a listed entity must appoint a Secretarial Audit firm for a maximum of two terms of five consecutive years, with shareholders approval to be obtained at the Annual General Meeting.

Accordingly, based on the recommendation of the Audit Committee, the Board of Directors at its meeting held on 14th August, 2025, has recommended the appointment of M/s Saqib & Associates, Company Secretaries (CP No. F18116) as the Secretarial Auditors of the Company for a period of five (5) consecutive years, commencing from 1st April, 2025 to 31st March, 2030 subject to approval of the Members at the Annual General Meeting.

Furthermore, in terms of the amended regulations, M/s Saqib & Associates has provided a confirmation that they have subjected themselves to the peer review process of the Institute of Company Secretaries of India and hold a valid peer review certificate. M/s Saqib & Associates has confirmed that they are not disqualified from being appointed as Secretarial Auditors and that they have no

conflict of interest.

The terms and conditions of the appointment of M/s Saqib & Associates include a tenure of five (5) consecutive years, commencing from 1st April, 2025 upto 31st March, 2030 at a remuneration to be decided by the Board of Directors in consultation with the Secretarial Auditors.

M/s Saqib & Associates has provided its consent to act as the Secretarial Auditors of the Company and has confirmed that the proposed appointment, if made, will be in compliance with the provisions of the Act and the SEBI Listing Regulations.

Accordingly, approval of the shareholders is sought for appointment of M/s Saqib & Associates as the Secretarial Auditors of the Company.

The Board recommends the Ordinary Resolution set out at Item No. 4 of the accompanying Notice for approval by the Members.

None of the Director(s) and Key Managerial Personnel of the Company and/or their relatives have any nature of concern or interest, financial or otherwise, directly or indirectly in respect of the proposed resolution.

Item No. 5

Ms. Vidhi Goel (DIN: 09031993) was appointed as an Independent Director of the Company by the Members of the Company, in its 76th Annual General Meeting to hold office for the First term of 5 (Five) consecutive years with effect from 18th January, 2021, up to 17th January, 2026. Accordingly, her term of appointment will end on 17th January, 2026. The Nomination and Remuneration Committee of the Board after taking into account the performance evaluation of Ms. Vidhi Goel for her existing term and considering her knowledge, expertise, rich experience, and substantial contribution including time commitment, has recommended the Board to consider the re-appointment of Ms. Vidhi Goel as the Independent Director of the Company for the second term of 5 (Five) consecutive years i.e., from the conclusion of this 80th Annual General Meeting until the conclusion of 85th Annual General Meeting to be held in the calendar year 2030, to ensure that there would be no gap between the end of her existing term and the date of reappointment for the second term pursuant to Regulation 17(1) of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 and amendments thereto from time to time. The Board of Directors at their meeting held on 14th August, 2025, recommended to the Members, the re-appointment of Ms. Vidhi Goel as Independent Director of the Company to hold office for the second term of 5 (Five) years i.e., from the conclusion of this 80th Annual General Meeting until the conclusion of 85th Annual General Meeting to be held in the calendar year 2030, for the approval as a Special Resolution.

The Company has received a notice in writing under the provisions of Section 160 of the Act from a Member proposing the candidature of Ms. Vidhi Goel for the office of Independent Director, to be reappointed under the provisions of Section 149 of the Act. The reappointment has been recommended by the Nomination and Remuneration Committee. Ms. Vidhi Goel is not disqualified from being appointed as a Director in terms of Section 164 of the Act. Further, the Company has received a declaration from Ms. Vidhi Goel that she is not debarred from being appointed as a Director by

the SEBI, MCA, or any such authority and that she meets the criteria of independence as prescribed both under Section 149(6) of the Act and the Listing Regulations.

Except Ms. Vidhi Goel, none of the Director(s) and Key Managerial Personnel of the Company and/or their relatives have any nature of concern or interest, financial or otherwise, directly or indirectly in respect of the proposed resolution.

Item No. 6

Pursuant to the resolution passed by the shareholders in the 78th Annual General Meeting of the Company held on 29th September, 2023, Ms. Roshini Sanah Jaiswal was appointed as an Executive Director of the Company liable to retire by rotation for a period of three years with effect from 1st September, 2023, with power to the Board of Directors to alter and vary the terms and conditions of the said appointment and remuneration payable from time to time within the scope of Section 197 read with Schedule V of the Companies Act, 2013, or any amendment thereto, as may be agreed to between the Board of Directors and Ms. Roshini Sanah Jaiswal. As per the recommendation of the Audit Committee, Nomination and Remuneration Committee, the Board at its meeting held on 14th February, 2025 restructured the remuneration payable to Ms. Roshini Sanah Jaiswal with effect from 1st April, 2025. The revised terms and conditions are mentioned in the proposed resolution.

The Board of Directors recommends the Resolution in relation to restructuring/ ratification of the remuneration of Ms. Roshini Sanah Jaiswal, as approved by the Board of Directors at its meeting held on 14th February, 2025, for the approval by the Members as a Special Resolution.

Except Ms. Roshini Sanah Jaiswal and her relatives, none of the Director(s) and Key Managerial Personnel of the Company and/or their relatives have any nature of concern or interest, financial or otherwise, directly or indirectly in respect of the proposed resolution.

Item No. 7

In accordance with Section 102 of the Act read with the rules made thereunder, the following statement contains all the material facts relating to the Special Business, as set out in item no. 7 of this notice.

Particulars of the issuance of Securities: The Company proposes to raise funds aggregating to ` 350 Crores (Rupees Three Hundred & Fifty Crores only), (inclusive of such discount or premium to market price or prices permitted under applicable law), through the issuance of any instrument or security, including equity shares, fully or partly convertible debentures, non-convertible debentures along with warrants, any other equity based securities, (all of which are hereinafter referred to as "Securities"), combination of any of the aforementioned Securities in one or more tranches and/or one or more issuances simultaneously or otherwise, whether rupee denominated or denominated in one or more foreign currencies, including by way of qualified institutions placement(s), preferential allotment or a private placement(s) and/or any combination thereof or any other method as may be permitted under applicable laws to the eligible investors through issue of placement document and/or other permissible/ requisite offer documents or other permissible/ requisite documents/writings/circulars/memoranda in such a

manner to any eligible person, including qualified institutional buyers in accordance with the Chapter VI of the SEBI ICDR Regulations. The proposed special resolution seeks the enabling authorisation of the members of the Company to the Board, without the need of any further approval from the members, to issue and allot Securities in accordance with applicable laws.

Accordingly, the Board, at its meeting held on August 14, 2025, subject to the approval of the members of the Company, approved the issuance of Securities at such price and on such terms and conditions as may be deemed appropriate by the Board/its duly constituted committee at its sole and absolute discretion, taking into consideration market conditions and other relevant factors and wherever necessary, in consultation with the book running lead managers and/or other advisor(s) appointed in accordance with applicable laws, and subject to regulatory approvals (as necessary). The Board (including any duly authorized committee thereof) may in their discretion adopt any one or more of the mechanisms prescribed above to meet its objectives as stated in the aforesaid paragraphs without the need for fresh approval from the shareholders of the Company.

Use of proceeds: The Board of directors at its meeting held on August 14, 2025 had considered a capital raising proposal for the Company to raise additional capital which may be utilised for one or more purposes, including but not limited to, funding the organic growth of the Company's existing businesses, including capital expenditure and other expenses related to its current operations and for the launch of a new single malt product line; to support marketing and brand-building initiatives including promotional activities for core brands; inorganic expansion initiatives; to invest in geographical expansion, including entry into new territories and transitioning operations (from royalty-based models to companyowned structures); to enhance organizational capabilities through expansion of team and investment in IT and office infrastructure; partial or full repayment of secured and unsecured loans; funding working capital requirements of the Company; and general corporate purposes; and any other general purposes as may be permissible under the applicable law and approved by the Board or its duly constituted committee thereof.

The amount proposed to be utilised for general corporate purpose, shall not exceed 25% of the proceeds from the Issue (after adjustment of expenses related to the Issue, if any) ("Net Proceeds") and may be utilized for purposes as may be permissible under applicable laws, and in such a manner and proportion as may be decided by the Board from time to time in accordance with the applicable laws.

Pending utilization of the proceeds from the Issue, the Company shall invest such proceeds in deposits in scheduled commercial banks or invest the funds in creditworthy instruments, including money market / mutual funds, or in any other investment as permitted under applicable laws as approved by the Board and/or a duly authorized committee of the Board, from time to time.

The proceeds of the proposed Issue shall be utilized for any of the aforesaid purposes to the extent permitted by law. The Securities allotted would be listed on the BSE Limited and National Stock Exchange of India Limited (collectively, the "Stock Exchanges") where the Equity Shares of the Company are listed. The issue and allotment would be subject to the availability of regulatory approvals, if any.

In case the Issue is made through a qualified institutions placement: (a) the allotment of the Securities shall be completed within a period of 365 days from passing this resolution or such other time as may be allowed under the SEBI ICDR Regulations from time to time; and (b) the pricing of the Securities that may be issued to qualified institutional buyers pursuant to a qualified institutions placement, shall be determined by the Board, in accordance with applicable laws, which shall be subject to appropriate adjustments as per the provisions of the applicable laws, including SEBI ICDR Regulations. The aforesaid issue of Securities will be subject to receipt of requisite approvals from appropriate authorities, as may be applicable. Further, no allotment shall be made, either directly or indirectly to any QIB who is a promoter, or any person related to promoters in terms of the SEBI ICDR Regulations The resolution enables the Board to offer such discount as permitted under applicable law, on the price determined pursuant to the SEBI ICDR Regulations. The Company may, in accordance with applicable law, and in consultation with the book running lead managers, offer a discount of not more than 5% or such percentage as permitted under applicable law, on the floor price determined pursuant to the SEBI ICDR Regulations. The 'Relevant Date' for this purpose would be the date when the Board or a duly authorized committee of the Board decides to open the qualified institutions placement for subscription, if Equity Shares are issued, or, in case of issuance of convertible securities to QIBs by way of QIPs, either the date of the meeting in which the Board decides to open the issue of such convertible securities or the date on which the holders of such convertible securities become entitled to apply for the Equity Shares, as may be determined by the Board.

The special resolution also seeks to give the Board powers to issue Securities in one or more tranche or tranches, at such time or times, at such price or prices and to such person(s) including institutions, incorporated bodies, qualified institutions buyers and/ or individuals or otherwise as the Board in its absolute discretion deems fit. The resolution proposed is an enabling resolution and the exact price, proportion and timing of the issue of the Securities in one or more tranches and the remaining detailed terms and conditions for the Issue will be decided by the Board/ its duly constituted committee, in accordance with the SEBI ICDR Regulations and such other applicable laws, in consultation with book running lead managers and/or other advisor(s) appointed in relation to the Issue and such other authorities and agencies as may be required to be consulted by the Company, considering the prevailing market conditions and in accordance with the applicable provisions of law and other relevant factors.

Further, the Company is yet to identify the investor(s), decide the quantum of Securities to be issued to them, and proposed timeline within which the allotment will be completed. Hence, the details of the proposed allottees, percentage of their post Issue shareholding and the shareholding pattern of the Company, timeline of the completion of allotment are not provided. The proposal, therefore, seeks to confer upon the Board/ its duly constituted committee, the absolute discretion and adequate flexibility to determine the terms of the Issue, including but not limited to the identification of the proposed investors in the Issue and quantum of Securities to be issued and allotted to each such investor, in accordance with the provisions of the SEBI ICDR Regulations, the Securities and Exchange

Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended; the Act; the Foreign Exchange Management Act, 1999 and the regulations made thereunder, including the Foreign Exchange Management (Non-debt Instruments) Rules, 2019, the Consolidated FDI Policy issued by the Department for Promotion of Industry & Internal Trade, Ministry of Commerce and Industry, Government of India from time to time, each as amended; and other applicable law.

The special resolution proposed in the business of the notice may result in the issue of Equity Shares of the Company to persons other than existing members of the Company, approval of the shareholders is also being sought pursuant to the provisions of Section 42, 62(1)(c) and other applicable provisions of the Act as well as applicable rules notified by the Ministry of Corporate Affairs and in terms of the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

In terms of Rule 14(1) of the Companies (Prospectus and Allotment of Securities) Rules, 2014, a company can make a private placement of its securities under the Companies Act, 2013 only after receipt of prior approval of its members by way of a Special Resolution. Consent of the members would therefore be necessary pursuant to the aforementioned provisions of the Companies Act, 2013 read with applicable provisions of the ICDR Regulations and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, for issuance of Securities. The Securities offered, issued, and allotted by the Company pursuant to the Issue in terms of the resolution would be subject to the provisions of the memorandum of association and articles of association of the Company and any Equity Shares that may be created, offered, issued and allotted by the Company pursuant to QIP, shall rank, in all respects, pari-passu with the existing Equity Shares of the Company.

Change in Control: There would be no change in control pursuant to the issue of Securities. The Securities will be offered and issued to such Investors who are eligible to acquire such Securities in accordance with the applicable laws, rules, regulations and guidelines.

Securities allotted pursuant to QIP shall not be eligible to be sold for a period of one year from the date of allotment, except on the recognized Stock Exchanges, or except as may be permitted under the SEBI ICDR Regulations from time to time.

The Securities allotted as above would be listed on the Stock Exchanges. As and when the Board takes a decision on matters on which it has the discretion, necessary disclosures will be made to the Stock Exchanges as may be required under the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

The approval of the members is being sought to enable the Board to decide on the issuance of Securities, to the extent and in the manner stated in the special resolution, as set out in item no. 7 of this notice, without the need for any fresh approval from the members of the Company in this regard.

If the Issue is made through a QIP, the Promoters will not participate in the Issue. Further, none of the directors or key managerial personnel or promoters intend to participate or subscribe to Securities in the Issue.

None of the directors or key managerial personnel of the Company, or their respective relatives, is concerned or interested, financially or otherwise, except their shareholding, if any, in the Company, in the resolution set out at item no. 7 of this notice.

This notice does not constitute an offer or invitation or solicitation of an offer of securities to the public within or outside India. Nothing in this notice constitutes an offer of securities for sale or solicitation in any jurisdiction in which such offer or solicitation is not authorized or where it is unlawful to do so.

The proposed issue is in the interest of the Company and the Board recommends the resolution set out at item no. 7 of this notice for the approval of the members as a Special Resolution.

Details of the Directors seeking appointment / re-appointment at the 80th AGM {In pursuance of Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings (SS-2)}

Name of Director		Mrs. Asha Saxena (DIN: 08079652)	Ms. Vidhi Goel (DIN: 09031993)
i)	Date of Birth / Age	15.09.1948 / 77 years	06.06.1976 / 49 years
ii)	Qualifications	Mrs. Asha Saxena holds the degree of Master of Arts and Bachelor of Education.	M.Sc. and LLB
iii)	Experience	Mrs. Asha Saxena has a vast experience of around 36 years in the fields of Business, Management and Administration.	Practicing lawyer in Delhi for last 17 years
iv)	Terms and Conditions of Re appointment	Mrs. Asha Saxena is a Non-Executive Non-indepen dent Director of the Company, liable to retire by rotation.	Ms. Vidhi Goel is a Non-Executive Independent Director of the Company.
v)	Details of Remuneration sought to be paid	Nil	Nil
vi)	Date of first appointment on the Board	22.07.2022	18.01.2021

	Name of Director	Mrs. Asha Saxena (DIN: 08079652)	Ms. Vidhi Goel (DIN: 09031993)
vii)	No. of shares held	Nil	NIL
viii)	Relationship with other Directors, Managers and other Key Managerial Personnel of the Company	No	No
ix)	No. of Board Meetings attended/held during Financial Year 2024-25	5 / 6	4 / 6
x)	Directorships held in other companies	Nil	Nil
xi)	Chairman/Member of the Committee of the Board of Directors of the Company as on March 31, 2025	1. Nomination & Remuneration Committee (Member) 2. Corporate Social Responsibility Committee (Member)	1. Audit Committee (Member) 2. Nomination & Remuneration Committee (Member) 3. Stakeholders Relation Committee (Member)
xii)	Committee position held in other companies	Nil	Nil

IMPORTANT NOTES :

1. Ministry of Corporate Affairs ("MCA") vide its General Circular No. 09/2024 dated 19th September, 2024 read with circulars issued earlier on the subject ("MCA Circulars") and SEBI vide its Circular No. SEBI/HO/CFD/CFD-PoD2/P/CIR/2024/ 133 dated 3rd October, 2024 read with the circulars issued earlier on the subject ("SEBI Circulars"), have permitted to conduct the Annual General Meeting ("AGM") virtually, without physical presence of members at a common venue.

In terms of the said circulars, the 80th Annual General Meeting (AGM) of the members of the Company will be held through VC/OAVM. Hence, members can attend and participate in the AGM through VC/OAVM only. The detailed procedure for participation in the meeting through VC/OAVM is explained in the Notice and is also available at the Company's website www.jagatjit.com.

• 1. In accordance with the provisions of the Companies Act, 2013, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf. Since the 80th AGM is being held through VC as per the MCA & SEBI Circulars, physical attendance of the members have been dispensed with. Accordingly, the facility for appointment of proxies by the members will not be made available for the 80th AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice. However, Body Corporates are entitled to appoint authorised representatives to attend the AGM through VC/OAVM and participate thereat and cast their votes through e-Voting.
• 1. The members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available for 1000 members on first come first served basis. This will not include large

Shareholders (Shareholders holding 2% or more shareholding), 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 AGM without restriction on account of first come first served basis.

• 1. The attendance of the members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
• 1. In line with the MCA and SEBI Circulars, Notice of the AGM, along with the Annual Report 2024-25 are being sent only through electronic mode to those members whose email addresses are registered with the Company/Depository Participant ("DP"). Notice of the AGM and the Annual Report will also be available on the website of the Company at www.jagatjit.com, website of the Stock Exchange i.e. BSE Limited at www.bseindia.com and on the website of the CDSL at www.evotingindia.com.
• 1. The members are informed that in case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote.
• 1. The Register of Members and Share Transfer Books of the Company will remain closed from Monday, 22nd September, 2025 to Friday, 26th September, 2025 (both days inclusive) for the purpose of AGM / annual closing.
• 1. Details of Directors seeking appointment / re-appointment in AGM pursuant to Secretarial Standard on General Meetings (SS-2) and Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, are given elsewhere in the Notice.
• 1. All documents referred to in the accompanying Notice and requisite Registers are open for inspection by the members at

the Registered Office of the Company on all working days, except Saturdays, up to the date of AGM i.e. Friday, the 26th September, 2025 between 11:00 a.m. and 5:00 p.m.

• 1. Members seeking any information / desirous of asking any question at the Meeting with regard to the accounts or any matter to be placed at the Meeting are requested to send their email to the Company at roopesh.kumar@jagatjit.com at least 10 days before the meeting. The same will be responded to by the Company suitably.
• 1. Members are requested to update their KYC's by intimating changes, if any, pertaining to their name, postal address, telephone / mobile numbers, Permanent Account Number (PAN), mandates nominations, power of attorney, to their DPs in case the shares are held by them in dematerialized form.
• 1. Members may please note that SEBI vide its Circular dated 25th January, 2022 has mandated the Listed Companies to issue securities in demat form only while processing service requests viz. Issue of duplicate securities certificate; Renewal/ Exchange of securities certificate; Endorsement; Sub-division/ Splitting of securities certificates; Consolidation of Securities Certificates/ folios and Transposition. Members holding equity shares of the Company in physical form are requested to kindly get their equity shares converted into demat/ electronic form to get inherent benefits of dematerialization and also considering that physical transfer of equity shares/ issuance of equity shares in physical form have been disallowed by SEBI.
• 1. Members are requested to intimate changes, if any, pertaining to their name, postal address, email address, telephone/mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc. as per the instructions given below:

a. For shares held in electronic form: to their Depository Participants ("DPs") in the prescribed Form provided by the DP.

b. For shares held in physical form: to the Company in prescribed Form ISR-1 and other forms required under SEBI Master Circular No. SEBI/HO/MIRSD/SECFATF/P/ CIR/ 2023/169 dated 12th October, 2023.

• 1. Non-Resident Indian Members are requested to inform the Company, immediately of:
• a. Change in their residential status on return to India for permanent settlement.
• b. Particulars of their bank account maintained in India with complete name, branch, account number, account type and address of the Bank with pin code number.
• 1. The Board of Directors has appointed Mr. Mohd Saqib, Practicing Company Secretary (C.P No. 18116) and Proprietor of Saqib & Associates, Company Secretaries as the Scrutinizer to scrutinize the entire voting process in a fair and transparent manner.
• 1. (A) Only those shareholders of the Company who are holding shares either in physical form or in dematerialized form,

as on the cut-off date (i.e. Friday, 19th September, 2025), shall be entitled to cast their vote either through remote e-Voting or through e-Voting at AGM, as the case may be. Any person who is not a Member as on the cut-off date should treat this Notice for information purposes only.

• (B) The remote e-Voting period begins at 9:00 a.m. on Tuesday, 23rd September, 2025 and ends at 5:00 p.m. on Thursday, 25th September, 2025. The remote e-Voting module shall be disabled by CDSL for voting thereafter.
• (C) The members who have cast their vote by remote e-Voting prior to the AGM may also attend and participate in the proceedings of the AGM through VC/OAVM but shall not be entitled to cast their votes again.
• (D) The members can opt for only one mode of voting i.e. remote e-Voting or e-Voting at AGM. In case of voting by both the modes, vote cast through remote e-Voting will be considered final and e-Voting through VC/OAVM at AGM will not be considered.
• 1. The Scrutinizer shall immediately after the conclusion of voting at the AGM, unblock the votes cast through remote e-Voting and e-Voting on the date of the AGM, in the presence of at least two witnesses not in the employment of the Company and make, not later than 2 working days of the conclusion of the Meeting, a consolidated Scrutinizer's Report of the total votes cast in favour or against, if any, forthwith to the Chairman of the meeting and the Results shall be declared by the Chairman.
• 1. The Results declared along with the Scrutinizer's Report shall be placed on the website of the Company www.jagatjit.com, immediately after the declaration of Result by the Chairman. The result will simultaneously be communicated to the BSE Limited where the securities of the Company are listed.
• 1. The recorded transcript of the forthcoming AGM on 26th September, 2025, shall also be made available on the website of the Company www.jagatjit.com in the Investors Section, as soon as possible after the meeting is over.
• 1. Pursuant to Regulation 44 of the SEBI (LODR), Section 108 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, and the Circulars issued by the Ministry of Corporate Affairs, the Company is pleased to provide to its members facility to exercise their right to vote on all resolutions set forth in the Notice convening the 80thAnnual General Meeting by electronic means (through remote e-Voting and e-Voting at AGM).

In order to increase the efficiency of the voting process, e-Voting facility is being provided to all the Demat account holders, by way of single login credential, through their demat accounts/websites of Depositories/Depository Participants (DPs). Demat account holders would be able to cast their vote without having to register again with the e-Voting service provider ('ESP') thereby not only facilitating seamless authentication but also ease and convenience of participating in e-Voting process. Further, Shareholders are advised to update their mobile number and e-mail-id with their DPs in order to access e-Voting facility.

The process and instructions for both remote e-Voting and e-Voting during the AGM are provided in this notice. Such remote e-Voting facility is in addition to voting that will take place at the 80th AGM being held through VC/OAVM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited ("CDSL") 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 at AGM will be provided by CDSL.

The remote e-Voting period will begin at 9:00 a.m. on Tuesday, 23rd September, 2025 and ends at 5:00 p.m. on Thursday, 25th September, 2025. During this period the shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) i.e Friday, 19th September, 2025 may cast their vote electronically. The e-Voting module shall be disabled by CDSL for voting thereafter.

The instructions for remote e-Voting and e-Voting during AGM and joining Meeting through VC/OAVM are as under :

A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in Demat mode with CDSL/ NSDL :

Type of shareholders		Login Method
Individual Shareholders holding securities in Demat mode with CDSL	1)	Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login to Easi / Easiest are requested to visit cdsl website www.cdslindia.com and click on login icon & My Easi New (Token) Tab.
	2)	After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible Companies where the e-Voting is in progress as per the information provided by the Company. On clicking the e-Voting option, the user will be able to see e-Voting page of the e-Voting service provider for casting his/her vote during the remote e-Voting period or joining virtual meeting and voting during the meeting. Additionally, there are also links provided to access the system of all e-Voting service providers, so that the user can visit the e-Voting service provider's 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 & My Easi New (Token) 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 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 e-Voting is in progress and also able to directly access the system of all e-Voting Service Providers.
Individual Shareholders holding securities in demat mode with NSDL	1)	If user is already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the "Beneficial Owner" icon under "Login" which is available under 'IDeAS' section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting 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 name and you will be re directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
	2)	If the user is 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 held 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 name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Type of shareholders	Login Method
	4) For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/ evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. 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 name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
Individual Shareholders (hold ing securities in demat mode) login through their Depository Participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will 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 name and you will be redirected to e-Voting service provider's website 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 above mentioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or call at toll free No.18002109911.
Individual Shareholders holding securities in Demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.com or call at toll free no.: 022-4886 7000 and 022-2499 7000.

(B) Login method for e-Voting and joining virtual meeting for physical shareholders and shareholders other than individual holding securities in Demat form.

• i) The shareholders should log on to the e-Voting website www.evotingindia.com.
• ii) Click on "Shareholders" module.
• iii) Now enter your User ID
• a. For CDSL: 16 digits beneficiary ID,
• b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
• c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
• iv) Next enter the Image Verification as displayed and Click on Login.
• v) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-Voting of any company, then your existing password is to be used.
• vi) If you are a first-time user follow the steps given below:

	For Physical Shareholders and other than individual shareholders holding securities in demat form
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) • Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank Details OR Date of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.
	• If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field.

• vii) After entering these details appropriately, click on "SUBMIT" tab.
• viii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach "Password Creation" menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-Voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
• ix) For shareholders holding shares in physical form, the details can be used only for e-Voting on the resolutions contained in this Notice.
• x) Click on the EVSN for the relevant on which you choose to vote.
• xi) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/ NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
• xii) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
• xiii) After selecting the resolution, you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.
• xiv) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
• xv) You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page.
• xvi) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
• xvii) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutiniser for verification.

xviii)Additional Facility for Non Individual Shareholders and Custodians Remote Voting

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the "Corporates" module.
• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.
• After receiving the login details a Compliance User should be created using the admin login and

password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login will be mapped automatically and can be delinked in case of any wrong mapping.
• It is mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
• Alternatively, Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; roopesh.kumar@jagatjit.com, if they have voted from individual tab & not uploaded same in the CDSL e-Voting system for the scrutinizer to verify the same.

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER :

• 1. The procedure for attending meeting & e-Voting on the day of the AGM is same as the instructions mentioned above for e-Voting.
• 1. The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for e-Voting.
• 1. Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the AGM.
• 1. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.
• 1. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
• 1. 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.
• 1. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance atleast 10 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at roopesh.kumar@jagatjit.com. The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance 10 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at roopesh.kumar@jagatjit.com. These queries will be

replied to by the company suitably by email.

• 1. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.
• 1. Only those shareholders, who are present in the AGM 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 available during the AGM.
• 1. If any Votes are cast by the shareholders through the e-Voting available during the AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders shall be considered invalid as the facility of e-Voting during the meeting is available only to the shareholders attending the meeting.

If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or call at toll free No. 18002109911.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call at toll free No. 18002109911.

• 21. Process for those shareholders whose email addresses / mobile number are not registered with the Company/ Depositories:
• i) 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), AADHAAR (self attested scanned copy of Aadhaar Card) by email to roopesh.kumar@jagatjit.com.
• ii) For Demat shareholders, please update your email id and mobile number with your respective Depository Participant (DP) which is mandatory while e-Voting and joining virtual meetings through Depository.

BY ORDER OF THE BOARD FOR JAGATJIT INDUSTRIES LIMITED

Sd/- Roopesh Kumar Company Secretary ICSI M. No. F-10058 Address: 4th Floor, Bhandari House, 91, Nehru Place, New Delhi 110 019

Place: New Delhi Date: 14th August, 2025