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Jamna Auto Industries Ltd. Proxy Solicitation & Information Statement 2026

May 26, 2026

59193_rns_2026-05-26_acaf157c-9b86-4065-a24f-e019a69d99f4.pdf

Proxy Solicitation & Information Statement

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IAM

Jamna Auto Industries Ltd.

May 26, 2026

To,

BSE Limited

Exchange Plaza, Plot No. C/1, G- Block,

Phiroze Jeejeebhoy Towers, Dalal Street,

Mumbai- 400001 Maharashtra

BSE Code: 520051

To,

National Stock Exchange of India Limited

Exchange Plaza, Plot no. C/1, G Block,

Bandra-Kurla Complex, Bandra (E)

Mumbai - 400 051, Maharashtra

NSE Code: JAMNAAUTO

Subject: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") - Postal Ballot Notice.

Pursuant to Regulation 30 of the Listing Regulations, we hereby enclose a copy of Postal Ballot Notice ("Notice") seeking approval of members of the Company by way of postal ballot through remote e-voting only, on the special resolution for re-appointment of Mr. Gautam Mukherjee (DIN: 02590120), as an Independent Director on the Board of the Company to hold office for a second term of 5 consecutive years commencing from 31st May 2026 to 30th May 2031.

In compliance with the provisions of the Companies Act, 2013 and circulars issued by the Ministry of Corporate Affairs on the matter, the Notice is being sent through electronic mode to those members whose email addresses are registered with the Company's Registrar and Share Transfer Agent ("RTA") /Depositories as on cut-off date i.e. Friday, May 22nd 2026. The members can provide their assent (FOR) or dissent (AGAINST) on the proposed resolution through e-voting only. The e-voting period commences on Monday June 31st, 2026 at 9:00 a.m. and ends on Tuesday June 30th, 2026 at 5:00 p.m. The Company has engaged the services of National Securities Depository Limited ("NSDL") for the purpose of providing remote e-voting facility to the members.

The Board of Directors of the Company has appointed M/s RSM & Co., Practicing Company Secretaries (Membership No. 4468) as the Scrutinizer for conducting this Postal Ballot process through remote e-voting, in a fair and transparent manner. The results of the Postal Ballot will be announced within two (2) working days from the end of the e-voting period.

Kindly take the above information on records.

Thanking you,

Yours faithfully,

For Jamna Auto Industries Limited

PRAVEEN Digitally signed by

PRAVEEN LAAKHERA

Date:2026.05.26

12:45:26 +05'00'

Praveen Lakhera

Company Secretary & Head-Legal

Corp Off: Unit No. 408,4th Floor, Tower-B, Vatika Mindscapes, Sector-27D, NH2, Faridabad-121003(HR.) Tel. 0129-4006885

Regd Off: Jai Spring Road, Industrial Area, Yamuna Nagar (Haryana)-135001, India

Website: www.jaispring.com | CIN: L35911HR1965PLC004485 | Email Id: [email protected]

YAMUNA NAGAR | MALANPUR | CHENNAI | JAMSHEDPUR | PANTNAGAR | HOSUR | PUNE


Jamna Auto Industries Ltd

JAI

POSTAL BALLOT NOTICE

NOTICE is hereby given that pursuant to the provisions of sections 108, 110 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) including any statutory modification(s) or re-enactment(s) thereof for the time being in force, Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (“SS-2”), read with MCA General Circular Nos. 14 & 17/2020 dated 8th April 2020 and 13th April 2020 respectively and MCA General Circular No. 03/2025 dated 22nd September 2025 (“MCA Circulars”) and subject to other applicable laws, rules and regulations, that the Special Resolution appended below is proposed to be passed by the Members by voting only through electronic means (“remote E-Voting”).

In compliance with the aforesaid MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those members whose e-mail addresses are registered with the Depositories/Registrar and Share Transfer Agent (“RTA”) as on the cut-off date of Friday May 22nd, 2026. If your e-mail address is not registered with the Depositories/ RTA, please follow the process provided in the notes herein below. The communication of the assent (FOR) or dissent (AGAINST) of the members would only take place through remote e-voting. The Company has engaged National Securities Depository Limited (“NSDL”) for the purpose of providing remote e-voting facility to its members. Members desiring to exercise their vote through the remote e-voting process are requested to carefully read the instructions indicated in this Notice and record their assent (FOR) or dissent (AGAINST) by following the procedure as stated in the notes forming part of the Notice for casting of votes by remote e-voting commencing on Monday June 01st, 2026 to Tuesday June 30th, 2026. The remote e-voting facility will be disabled by NSDL immediately thereafter. This Notice is also displayed on the website of the Company at https://www.jaispring.com/annual-and-financial-report-financial.aspx?financial-year=2026-2027. Special business for passing Special Resolution by means of Postal Ballot is given below:

SPECIAL BUSINESS:

  1. TO CONSIDER AND APPROVE THE RE-APPOINTMENT OF MR. GAUTAM MUKHERJEE (DIN: 02590120) AS AN INDEPENDENT DIRECTOR FOR HIS SECOND TERM OF FIVE YEARS ON THE BOARD 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 in accordance with the provisions of Sections 149, 150, 152 and 160 read with Schedule IV and any other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and rules framed thereunder, and in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (including any statutory modification or re-enactment thereof for the time being in force), approval of the members be and is hereby accorded for the re-appointment of Mr. Gautam Mukherjee (DIN: 02590120), as an Independent Director on the Board of the Company to hold office for a second term of 5 consecutive years commencing from 31st May 2026 to 30th May 2031 and that term of office of Mr. Gautam Mukherjee shall not be liable to retire by rotation.”

Date: May 23, 2026
Place: Faridabad

By order of the Board of Directors
For Jamna Auto Industries Limited
Praveen Lakhera
Company Secretary & Head-Legal

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Jamna Auto Industries Ltd

NOTES:

  1. The explanatory statement, pursuant to Section 102 of the Companies Act, 2013 (the ‘Act’), setting out material facts relating to the Special Business proposed to be considered through postal ballot through remote e-voting is annexed hereto.

  2. In compliance with the provisions of Section 108 of the Act, read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014, as amended, and provisions of Regulation 44 of the SEBI Listing Regulations, as amended, the members are provided with the facility to record their assent or dissent through remote e-voting. The Company has engaged the services of NSDL for the purpose of providing remote e-voting facility to all its members.

  3. In compliance with the applicable MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those members whose e-mail addresses are registered with the Depositories/Registrar and Share Transfer Agent (“RTA”) as on the cut-off date of Friday May 22nd, 2026. If your e-mail address is not registered with the Depositories/ RTA, please follow the process provided at note no. 6 to register/update your email-id.

  4. Pursuant to the MCA Circulars, physical copies of this Postal Ballot Notice, Postal Ballot forms and prepaid Business Reply Envelopes are not being sent to the members for this Postal Ballot. Members are requested to provide their assent or dissent through remote e-voting only.

  5. Members may please note that the Postal Ballot Notice will also be available on the Company’s website at https://www.jaispring.com/annual-and-financial-report-financial.aspx?financial-year=2026-2027, websites of the Stock Exchanges i.e. BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) at www.bseindia.com and www.nseindia.com respectively and on the website of NSDL at www.evoting.nsdl.com.

  6. In accordance with the MCA Circulars, the Company has made necessary arrangements for the members to register their e-mail address. Therefore, those members who have not yet registered their email addresses are requested to get their email addresses registered by following the procedure given below.

a) Members holding shares in physical form, are requested to register/ update their email addresses by submitting the details of folio number and attaching a self-attested copy of PAN card and/ or Client Master List, in Form ISR-1 to the RTA, M/s Skyline Financials Services Private Limited at D-153 A, Ist Floor Okhla, Industrial Area, Phase- I, New Delhi-110020. Ph: 011-40450193 to 97 email Id: [email protected], Website: www.skylinerta.com.

b) Members holding shares in dematerialized form, are requested to register/ update their email addresses with the Depository Participants with whom the demat account is maintained.

  1. The Board of Directors of the Company has appointed M/s RSM & Co. Practicing Company Secretaries (Membership No. 4468) as the Scrutinizer for conducting this Postal Ballot process through remote e-voting, in a fair and transparent manner.

  2. Members would be able to cast their votes and convey their assent (FOR) or dissent (AGAINST) to the proposed resolution only through the remote e-voting process. Members whose names appear on the Register of Members/ List of Beneficial Owners as on the Cut-Off Date i.e. Friday May 22nd, 2026 will only be considered eligible for the purpose of e-voting. Voting rights of a member/beneficial owner (in case of electronic shareholding) shall be in proportion to their shareholding in the paid-up equity share capital of the Company as on the Cut-Off Date.

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Jamna Auto Industries Ltd

  1. The remote e-voting period commences on Monday, June 01, 2026. During this period, members of the Company, holding equity shares either in physical form or in dematerialized form, as on the Cut-off date i.e. Friday May 22nd, 2026, may cast their vote by remote e-voting. The remote e-voting module shall be disabled by NSDL after the prescribed date and time for voting. Once the vote on the proposed resolution is cast by a member, the member shall not be allowed to change it subsequently.

  2. Members are requested to read the instructions mentioned under note no. 14, to cast their votes electronically from their respective locations. Members are requested to cast their votes through the remote e-voting process not later than Tuesday, June 30, 2026 till 5:00 p.m.

  3. Upon completion of the votes cast through remote e-voting, the Scrutinizer shall submit his report to the Chairman of the Company or person authorized by the Chairman. The results of the Postal Ballot along with the Scrutinizer’s Report shall be announced by the Chairman or person authorized by the Chairman within 2 working days of the conclusion of the Postal Ballot process through remote e-voting. The results along with the Scrutinizer’s Report shall also be intimated to the National Stock Exchange of India Limited (“NSE”) and BSE Limited (“BSE”), where the Equity Shares of the Company are listed and will be displayed on the Company’s website at www.jaispring.com as well as on the website of NSDL.

  4. Relevant documents referred to in this Postal Ballot Notice shall be available for inspection electronically until the last date of voting. Members seeking to inspect such documents may send an email to [email protected].

  5. In case of any issues / queries, members may call on the toll free no. of NSDL at 1800 1020 990 /1800 224 430 or send an email to Ms. Pallavi Mhatre, at [email protected] or to the company at [email protected].

  6. THE INSTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING ARE AS UNDER:

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:


Jamna Auto Industries Ltd

Type of shareholders Login Method
Individual Shareholders holding securities in demat mode with NSDL. 1. 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 i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.
2. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On thee-Services home page click on the “Beneficial Owner” icon under “Login” which is available under ‘IdeAS’ section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period.
3. If you are not registered for IdeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IdeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp.
4. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site where in you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

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Jamna Auto Industries Ltd

5. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.
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 Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.
  1. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly.

  2. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.

  3. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the e-voting is in progress and also able to directly access the system of all e-Voting Service Providers. |

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Jamna Auto Industries Ltd

Individual Shareholders (holding 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. Upon logging in, you will be able to see e-Voting option. 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 i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting cycle period.

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. NSDL and CDSL.

Login type Helpdesk details
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 [email protected] or call at toll free no.: 1800 1020 990 and 1800 22 44 30.
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 [email protected] or contact at 022-23058738 or 022-23058542-43.

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

  1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
  2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.
  3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

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Jamna Auto Industries Ltd

  1. Your User ID details are given below:
Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical Your User ID is:
a For Members who hold shares in demat accountwith NSDL. 8 Character DP ID followed by 8 Digit Client ID
For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012.
b For Members who hold shares in demat accountwith CDSL. 16 Digit Beneficiary ID
For example if your Beneficiary ID is 12 then your user ID is 12
c For Members holding shares in Physical Form. EVEN Number followed by Folio Number registered with the company. For example if folio number is 001 and EVEN is 101456 then user ID is 101456001
  1. Password details for shareholders other than Individual shareholders are given below:

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

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

c) How to retrieve your 'initial password'?

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

(ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

  1. If you are unable to retrieve or have not received the "Initial password" or have forgotten your password:

a) Click on "Forgot User Details/Password" (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

b) "Physical User Reset Password" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

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Jamna Auto Industries Ltd

c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

  1. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
  2. Now, you will have to click on “Login” button.
  3. After you click on the “Login” button, Home page of e-Voting will open.

Step 2: Cast your vote electronically on NSDL e-Voting system.

How to cast your vote electronically on NSDL e-Voting system?

  1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.
  2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.
  3. Now you are ready for e-Voting as the Voting page opens.
  4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
  5. Upon confirmation, the message “Vote cast successfully” will be displayed.
  6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
  7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

  1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/ JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on “Upload Board Resolution / Authority Letter” displayed under “e-Voting” tab in their login.
  2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password” or “Physical User Reset Password” option available on www.evoting.nsdl.com to reset the password.

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Jamna Auto Industries Ltd

  1. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call at 022 - 4886 7000 or send a request to Ms. Pallavi Mhatre, Assistant Vice-President, National Securities Depository Ltd., 3rd Floor, Naman Chamber, Plot C-32, G-Block, Bandra Kurla Complex, Bandra East, Mumbai, Maharashtra – 400051 at the designated email address: [email protected] or at telephone no. 022- 48867000.

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

  1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to [email protected].

  2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self- attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A)i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode.

  3. Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-Voting by providing above mentioned documents.

  4. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

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Jamna Auto Industries Ltd

Explanatory statement pursuant to Section 102(1) of the Companies Act, 2013 and Listing Regulations.

Item No 1.

Mr. Gautam Mukherjee (DIN: 02590120) was appointed as an Independent Director on the Board of Directors of the Company on 31 May, 2021. He has extensive experience in banking, industrial finance, and the automobile industry, having held several key positions during his career. Mr. Mukherjee holds a Bachelor of Arts degree. He began his career in 1983 as a Probationary Officer with State Bank of India and served there until 1990. He then joined The Economic Times as Financial Editor. Subsequently, he worked with ICICI Bank as Vice President and North India Head – Corporate Banking from 1996 to 2002, and later with ING Vysya Bank. He was also associated with the Company as President – Finance from 2008 to 2012. Presently, he serves as Chairman of the Board of Directors of SES ESG Research Private Limited, as an Independent Director.

The initial term of five year of Mr. Mukherjee as an Independent expires on 30 May, 2026 and he is eligible for re-appointment as an Independent Director for his second term of five consecutive years commencing from 31 May, 2026. Mr. Mukherjee has also offered himself for re-appointment and submitted a declaration that he meets the criteria of independence as provided in Section 149 of the Companies Act, 2013 and Regulation16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Nomination and Remuneration Committee after evaluating his skills, experience and knowledge recommended to the Board of Directors, re-appointment of Mr. Gautam Mukherjee (DIN: 02590120), as an Independent Director on the Board of the Company for a further period of 5 consecutive years effective from 31st May 2026 to 30th May 2031. The Board considers that Mr. Mukherjee’s continued association would be of immense benefit to the Company and is desirable to re-appoint Mr. Mukhejree as an Independent Director for second term of five consecutive years. In the opinion of Nomination & Remuneration Committee and the Board of Directors, Mr. Gautam Mukherjee fulfills the conditions for being re-appointment as an Independent Director as specified in the Companies Act, 2013 and the SEBI Listing Regulations.

On the recommendation of Nomination and Remuneration Committee, the Board of Directors has re-appointed Mr. Mukhejree as an Independent Director for his second term of five consecutive years effective from 31st May 2026 to 30th May 2031 not liable to retire by rotation. He shall be paid sitting fee for attending meetings of the Board of Directors or Committees thereof.

A brief profile of Mr. Gautam Mukherjee including the information as required under applicable provisions of Companies Act, 2013, SEBI Listing Regulations and Secretarial Standards SS-2 is annexed with this Notice. This explanatory statement may also be read and treated as disclosure in compliance with the requirements of Section 190 of the Act.

The Company has also received a notice under Section 160 of the Companies Act, 2013 from a member proposing the re-appointment of Mr. Gautam Mukherjee as an Independent Director of the Company for his second term of five consecutive years.

None of the Directors or any Key Managerial Personnel of the Company or their relatives, except Mr. Gautam Mukherjee (DIN: 02590120), are in any way interested or concerned, financially or otherwise, in the said resolution.

The Board of Directors recommends the Special Resolution for approval of the members.

By order of the Board of Directors
For Jamna Auto Industries Limited

Date: May 23, 2026
Place: Faridabad
Praveen Lakhera
Company Secretary & Head-Legal


Jamna Auto Industries Ltd

Details of Directors seeking appointment (Pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards 2 issued by Institute of Company Secretaries of India

Name of the Director Mr. Gautam Mukherjee
Director's Identification Number (DIN) 02590120
Age 68 Years
Qualifications Mr. Gautam Mukherjee holds a degree in Bachelor of Arts.
Original Date of Appointment May 31, 2021
Brief Profile and expertise He began his career in 1983 as a Probationary Officer with State Bank of India and served there until 1990. He then joined The Economic Times as Financial Editor. Subsequently, he worked with ICICI Bank as Vice President and North India Head - Corporate Banking from 1996 to 2002, and later with ING Vysya Bank. He was also associated with the Company as President - Finance from 2008 to 2012. Presently, he serves as Chairman of the Board of Directors of SES ESG Research Private Limited, as an Independent Director.
Terms and conditions of appointment Re-appointment as an Independent Director for second term of consecutive five years commencing from May 31,2026, to May 30, 2031, not liable to retire by rotation.
Directorships held in other Companies • SES ESG Research Private Limited
• Trustee- Motherson ESOP Trust (Trustee- by Samvardhan Motherson International Limited)
• Trustee- MSWIL ESOP Trust (Motherson Sumi wiring India Limited - ESOP 2025 Scheme)
Chairmanship/ membership of Committees of other public companies 1
Number of Meetings of the Board attended during the financial year 4 out of 4
Number of shares held in the Company 64,000 equity shares
Relationship between directors inter-se Not related
Last Salary Drawn (in Rs.) Not applicable
Details of Remuneration sought to be paid (in Rs.) Mr. Gautam Mukherjee will be paid sitting fees for attending Board and Committee Meetings.

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