Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Jattashankar Industries Limited Proxy Solicitation & Information Statement 2026

May 12, 2026

63887_rns_2026-05-12_16d5a287-b1e2-4efd-a263-7454b8ae43b7.pdf

Proxy Solicitation & Information Statement

Open in viewer

Opens in your device viewer

JATTASHANKAR INDUSTRIES LIMITED

CIN L46305MH1988PLC048451

Regd. office: 11, Parasrampuria Apartment, Film City Road, Gokuldham,

Goregaon (East), Mumbai-400063.

Corp Office: Office No B-311 3rd Floor Empire Business Hub, Science City Road Sola,

Ahmedabad, Gujarat, India, 380060, Tel -28414262

Email: [email protected] Website: www.jsil.in

Date: 12th May, 2026

To,

BSE Limited

Phiroze Jeejeebhoy Tower,

Dalal Street,

Mumbai – 400 001.

Dear Sir / Madam,

Subject: Intimation under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI (LODR) Regulations") – Notice of Postal Ballot

Ref: Symbol: JATTAINDUS | Security Code: 514318 | ISIN: INE722N01014

Pursuant to Regulation 30 of the SEBI (LODR) Regulations, 2015 please find enclosed herewith a copy of the Postal Ballot Notice dated 12th May, 2026, together with the Explanatory Statement thereto, seeking consent of the Members of Jattashankar Industries Limited (“Company”), on the following item of special business:

Sr. No. Particulars Type of Resolution
1. Increase in Authorised Share Capital and Alteration of the Capital clause in Memorandum of Association of the Company. Ordinary Resolution
2. Issue of Warrants, convertible into Equity Shares to person(s) and/or entity(ies) belonging to “Promoter and Promoter Group” category and “Non-Promoter” category on a preferential basis. Special Resolution

In compliance with the relevant circulars issued by the Ministry of Corporate Affairs from time to time, the Postal Ballot Notice is being sent by electronic mode only to those Members whose names appear in the Register of Members / List of Beneficial Owners and whose e-mail addresses are registered with the Registrar and Share Transfer Agent of the Company i.e. M/s. MUFG Intime India Private Limited and the Depositories viz., National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) as on the cut-off date i.e. Friday, 8th May, 2026.

The Company has engaged the services of NSDL for facilitating remote e-voting to enable the Members to cast their votes electronically. The remote e-voting on the resolution set out in the Postal Ballot Notice shall commence on Wednesday, 13th May, 2026 at 09:00 A.M. (IST) and shall end on Thursday, 11th June, 2026 at 05:00 P.M. (IST).

Yours faithfully,

For, Jattashankar Industries Limited

Khudai
Deplally signed by
Khudai Keval
Jayanti
Date: 2026.05.12
13:41:44 +05'30'

Keval Jayanti Khudai
Managing Director
DIN: 11153664


NOTICE OF POSTAL BALLOT AND E-VOTING

Dear Members,

Notice is hereby given pursuant to Section 108, 110 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read together with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 ("the Rules") (as amended from time to time), including any statutory modification(s) or re-enactment(s) thereof for the time being in force, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended from time to time) ("SEBI (LODR) Regulations"), Secretarial Standard-2 ("SS-2") issued by the Institute of Company Secretaries of India on General Meetings ("SS-2") and the clarifications issued by Ministry of Corporate Affairs vide General Circular No. 14/2020 dated 8th April, 2020, 17/2020 dated 13th April, 2020 read with other relevant circulars, including Latest General Circular No. 03/2025 dated September 22, 2025 issued by the Ministry of Corporate Affairs ("MCA") (hereinafter collectively referred to as "MCA Circulars"), and subject to other applicable laws, rules and regulations, if any, M/s. Jattashankar Industries Limited ("the Company") hereby seeks your approval for the Special Business as considered in the Resolution(s) appended below through Postal Ballot by only way of voting through electronic means ("remote e-voting").

A detailed Statement pursuant to Section 102 and other applicable provisions, if any, of the Act, pertaining to the Resolution(s) appended below setting out the material facts and reasons thereof, is appended to this Postal Ballot Notice. This Postal Ballot Notice is also being placed on the website of the Company at https://jsil.co.in/

In compliance with the aforesaid MCA Circulars and pursuant to Section 110 of the Act read with the relevant rules made thereunder, this Postal Ballot Notice is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/ RTA/ Depositories/ Depository Participants and the communication of assent/ dissent of the Members on the Resolution(s) proposed will take place through the remote e-voting system only. If your e-mail address is not registered with the Company/ RTA/ Depositories/ Depository Participants, please follow the process provided in the Notes to receive this Postal Ballot Notice.

In compliance with the requirements of the MCA Circulars, hard copy of this Postal Ballot Notice along with Postal Ballot Forms and pre-paid business envelope will not be sent to the Shareholders and hence the Shareholders are requested to communicate their assent or dissent through remote e-voting system only.

Pursuant to Rule 22 (5) & (6) of the Rules, the Board of Directors of the Company at their meeting held on Tuesday, 12th May, 2026, had appointed Mr. Gaurav Bachani, Proprietor of M/s. Gaurav Bachani & Associates, Company Secretaries, Ahmedabad (Membership No. ACS 61110 and Certificate of Practice No. 22830), to act as the Scrutinizer, to conduct the Postal Ballot through remote e-voting process in a fair and transparent manner.

The Company has engaged the services of National Securities Depository Limited ('NSDL') to provide remote e-voting facility to the Members of the Company. Please refer to the instructions for e-voting given hereinafter the proposed Resolution(s), to cast votes through electronic voting means.

The remote e-voting period commences from 09:00 A.M. (India Standard Time ['IST']) on Wednesday, 13th May, 2026 and ends at 05:00 P.M. (IST) on Thursday, 11th June, 2026. Members are requested to read the instructions carefully while expressing their assent or dissent and cast votes via remote e-voting facility by not later than 05:00 P.M. (IST) on Thursday, 11th June, 2026.

The Scrutinizer shall submit his report to the authorised Director of the Company, or any other person authorized by him upon completion of the scrutiny of the votes cast through remote e-voting. The results of the Postal Ballot e-voting will be announced within two working days from the conclusion of the e-voting and the same shall be displayed on the website of the Company at https://jsil.co.in/ and on website of NSDL at https://nsdl.co.in/ and the same will be communicated to BSE Limited (BSE), being the stock exchange where the equity shares of the Company are listed.

In the event, the Resolution as set out under Item Nos. 1 to 2 are assented by the requisite majority of the Members by means of the Postal Ballot process, it shall be deemed to have been duly passed as an Ordinary or Special Resolution at the General Meeting of the Company and it shall be deemed to have been passed on Thursday, 11th June, 2026, being the last date specified by the Company for e-voting.

The Resolution for the purpose as stated herein below is proposed to be passed by Postal Ballot/ Remote e-voting:


SPECIAL BUSINESS:

  1. Increase in Authorised Share Capital and Alteration of the Capital clause in Memorandum of Association of the Company.

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 13, 61 and 64, read with Rule 15 of the Companies (Share Capital and Debentures) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013, (including any statutory modification(s) and re-enactment(s) thereof, for the time being in force) and the rules framed thereunder, the consent of the members be and is hereby accorded to increase the Authorised Equity Share Capital of the Company from the existing Rs. 10,50,00,000/- (Rupees Ten Crores Fifty Lakhs Only), divided into 1,05,00,000 (One Crore and Five Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each to Rs. 13,10,00,000/- (Rupees Thirteen Crores Ten Lakhs Only) divided into 1,31,00,000 (One Crore Thirty-One Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each, ranking pari passu in all respect with the existing equity shares of the Company."

"RESOLVED FURTHER THAT, the Memorandum of Association of the Company be altered in the following manner i.e.

V. The Authorised Equity Share Capital of the Company is Rs. 13,10,00,000/- (Rupees Thirteen Crores Ten Lakhs Only) divided into 1,31,00,000 (One Crore Thirty-One Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each."

"RESOLVED FURTHER THAT, for the purpose of giving effect to this resolution, the Board of the Directors of the Company (hereinafter referred to as "Board" which term shall include a Committee thereof authorised for the purpose) be and is hereby authorised to take all such necessary steps and actions and give such directions as may be in its absolute discretion deemed necessary and to settle any question that may arise in this regard, without being required to seek any further consent or approval of the shareholders or otherwise and that the shareholders shall be deemed to have given their approval thereto expressly by the authority of this resolution."

  1. Issue of Warrants, convertible into Equity Shares to person(s) and/or entity(ies) belonging to "Promoter and Promoter Group" category and "Non-Promoter" category on a preferential basis:

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 23(1)(b), 42, 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013, as amended (the "Act"), read with the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Companies (Share Capital and Debentures) Rules, 2014 and other applicable rules made thereunder (including any statutory amendment(s), modification(s), or re-enactment(s) thereof for the time being in force), and in accordance with the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations"), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LCDR Regulations"), as amended from time to time, and the listing agreement entered into by the Company with Stock Exchange(s) i.e., BSE Limited ("BSE"), where the Equity Shares of the Company having a face value of Rs. 10/- (Rupees Ten Only) each ("Equity Shares") are listed, and subject to all other applicable rules, regulations, guidelines, circulars, notifications and clarifications issued by the Ministry of Corporate Affairs ("MCA"), the Securities and Exchange Board of India ("SEBI"), and/or any other competent regulatory authority from time to time (collectively referred to as "Applicable Regulatory Authorities"), and in accordance with the enabling provisions of the Memorandum of Association ("MOA") and Articles of Association ("AOA") of the Company, and subject to such approvals, consents, permissions, and sanctions as may be necessary or required from time to time from the Applicable Regulatory Authorities and subject to such conditions as may be imposed or prescribed while granting such approvals, consents, permissions, and sanctions, which may be agreed to by the Board of Directors of the Company (the "Board", which term shall be deemed to include any Committee(s) constituted/ to be constituted by the Board to exercise its powers, including the powers conferred by this resolution), the consent of the Members of the Company be and is hereby accorded to the Board to create, issue, offer and allot, in one or more tranches, upto 86,95,000 (Eighty-Six Lakhs Ninety-Five Thousand) Convertible Warrants ("Warrants") of face value of Rs. 10/- (Rupees Ten Only) each, for cash, entitling the Proposed Allottee(s)/ Warrant holders ("Proposed Allottees")


to exercise option to convert and get allotted, in one or more tranches, one equity share of Rs. 10/- each fully paid-up against each warrant, within a period of 18 (Eighteen) months from the date of allotment of warrants, at a price of Rs. 92/- (Rupees Ninety-Two Only (including premium of Rs. 82/- (Rupees Eighty-Two Only))) each ("Warrant Issue Price"), aggregating to not more than Rs. 79,99,40,000/- (Rupees Seventy-Nine Crores Ninety-Nine Lakhs Forty Thousand Only), which is not less than the price determined in accordance with Chapter V of the SEBI ICDR Regulations ("Floor Price") and as per the valuation report of M/s. Procurve Value Private Limited, Registered Valuer Entity."

"RESOLVED FURTHER THAT, the warrants shall be offered and issued on a preferential basis ("Preferential Issue") to the Proposed Allottees, who belong to the "Promoter and Promoter Group" category and "Non-Promoter" category, for consideration in cash, on such terms and conditions as may be determined by the Board in accordance with the SEBI ICDR Regulations, the Act, and other applicable laws."

Sr. No. Name of the Proposed Allottees Category No. of Convertible Warrants proposed to be issued
1. Keshwala Panisha Rajeshbhai Public 2,50,000
2. Keshwala Rishi Rajeshbhai Public 2,50,000
3. Kamalkishore Valaitiram Handa Public 2,50,000
4. Lakhmanbhai Bhurabhai Odedara Public 3,00,000
5. Jebaliya Vimaben Vijaybhai Public 3,50,000
6. Jebaliya Aditya Vijaybhai Public 1,50,000
7. Ashokkumar Raghuram Thakker Public 75,000
8. Odedra Hiteshbhai Rajabhai Public 1,00,000
9. Veerrajbhai Bhabhlubhai Vala Public 1,00,000
10. Vasoya Dipakbhai B Public 1,00,000
11. Gida Deshubhai Lakhubhai Public 2,00,000
12. Mahesh Alabhai Odedra Public 2,00,000
13. Odedra Minaben Mahesh Public 75,000
14. Odedra Varun Public 75,000
15. Gida Mahavirbhai Alighhai Public 75,000
16. Thakkar Khushi Dharmeshbhai Public 2,00,000
17. Thakkar Chetanaben Dharmeshkumar Public 2,00,000
18. Magestic Capital Finance Advisory Private Limited Public 11,00,000
19. Thaker Hemantkumar Labhshankar Public 75,000
20. Gida Vishvajeet Devayatbhai Public 75,000
21. Gida Raviraj Aaligbhai Public 75,000
22. Gida Harapalsinh Devayatbhai Public 75,000
23. Rajabhai Bhura Odedra Public 3,00,000
24. Ajay Dadubhai Jebaliya Public 1,00,000
25. Vijay Dadubhai Jebaliya HUF Public 2,25,000
26. Vishal Mahendrabhai Thekdi Public 1,50,000
27. Ripalben V Thekadi Public 1,50,000
28. Dahyabhai Mafatlal Patel Public 2,00,000
29. Patel Prafulaben D Public 2,00,000
30. Patel Pratik Pravinkumar Public 1,50,000
31. Patel Nidhi Pratik Public 75,000
32. Desai Lalji Gandabhai Public 25,000
33. Chauhan Gajendrasinh Ranjitsinh Public 40,000
34. Digvijaysinh Chauhan HUF Public 50,000
35. Prabodh Natvarlal Patel Public 50,000
36. Prabodh N Patel HUF Public 75,000
37. Finvention Finvest Private Limited Public 3,00,000
38. Spazioa Formulations Limited Public 2,00,000
39. Alantis Comtrade LLP Promoter 1,50,000
40. Alantis Exim LLP Promoter 1,50,000
41. Alantis Globe LLP Promoter 1,50,000
42. OTP Advisory LLP Promoter 1,50,000
43. OTP Tradex LLP Public 1,50,000
44. Mukesh Ladha Public 1,00,000
45. Murli Manohar Ladha Public 1,00,000
46. Pioneer Trading Public 1,00,000
47. Venture Global Traders Public 1,00,000
48. Fusion Commerce Hub Public 1,00,000
49. Plus Trading Co Public 1,00,000

50. Jai Balaji Trading Co Public 1,00,000
51. Global Commerce HUB Public 1,00,000
52. Mamta Ladha Public 1,00,000
53. Sushil Kumar Ladha Public 1,00,000
54. Sushil Ladha-HUF Public 75,000
55. Shobha Public 1,00,000
56. Pushpadevi Ladha Public 50,000
57. Madan Gopal Ladha Public 55,000
58. Madan Gopal Ladha (HUF) Public 25,000
Total 86,95,000

"RESOLVED FURTHER THAT, pursuant to the provisions of Chapter V of the SEBI (ICDR) Regulations, the Relevant Date for determining the issue price of the Convertible Warrants to be issued on Preferential basis is fixed as Tuesday, 12th May, 2026 ("Relevant Date") being 30 days prior to the date of the passing of this resolution being the last date of remote e-voting.

"RESOLVED FURTHER THAT, the minimum price of the equity shares for the issue of Convertible Warrants shall not be less than the price determined in accordance with Chapter V of the SEBI ICDR Regulations. Since the equity shares of the Company are infrequently traded as on the Relevant Date and the proposed allotment exceeds five percent (5%) of the post-issue fully diluted share capital of the Company, a valuation report dated Tuesday, 12th May, 2026 has been obtained from M/s. Procurve Valux Private Limited, Ahmedabad, bearing Registration No. IBBI/RV-E/02/2025/218, a Registered Valuer Entity. The issue price has been determined after taking into account the said valuation report, and the same can be accessed on the Company's website, i.e., https://jsil.co.in/."

"RESOLVED FURTHER THAT, without prejudice to the generality of the above resolution, the issue of Warrants on preferential basis to the Proposed Allottees, and the Equity Shares to be issued upon exercise of the option attached to the Warrants, shall be subject to the following terms and conditions, in addition to such other conditions as may be prescribed under applicable laws:

a. Amount payable on Allotment of Warrants shall be 25% of the issue price per warrant and the balance amount i.e. 75% of issue price per warrant, shall be paid at the time of allotment of the equity shares pursuant to exercise of option to convert the warrants into equity shares;

b. The said warrant(s) shall be issued and allotted in dematerialized form Only and within a maximum period of fifteen (15) days from the date of passing of the Special Resolution by the Members, provided that where such allotment is subject to receipt of any approval or permission from regulatory authorities, the allotment of warrants shall be completed within fifteen (15) days from the date of receipt of the last of such approvals/ permissions, or within such extended period as may be permitted under the SEBI (ICDR) Regulations, as amended from time to time;

c. The equity shares allotted on conversion of the warrants shall rank pari-passu in all respects (including voting powers and the right to receive dividend), with the existing equity shares of the Company from the date of allotment thereof and shall be subject to the provisions of the Memorandum of Association ("MOA") and Articles of Association ("AOA") of the Company;

d. The tenure of warrants shall not exceed 18 (Eighteen) months from the date of allotment of the warrants;

e. The proposed allottees of warrants shall be entitled to exercise option to convert warrants, in one or more tranches for allotment of one equity share of face value of Rs. 10/- (Rupees Ten Only) for every warrant, within a period of 18 (Eighteen) months from the date of allotment of such warrants and upon exercise of the option by proposed allottees, the Company shall issue and allot appropriate number of equity shares and perform all such actions as are required including to credit the same to the respective demat accounts of the Proposed Allottees;

f. In case, the warrant holder does not apply for the conversion of the outstanding warrants into equity shares of the Company within 18 (Eighteen) months from the date of allotment of the said warrants, then the amount paid on each of the said outstanding warrants shall be forfeited and all the rights attached to the said warrants shall lapse automatically;

g. The said warrants by itself, until exercise of conversion option into equity shares allotted, does not give any rights to the warrant holder with respect to that of the Shareholders of the Company;


h. The warrants shall be exercised in a manner that is in compliance with the minimum public shareholding norms prescribed for the Company under the SEBI (LODR) Regulations and the Securities Contracts (Regulation) Rules, 1957;

i. The issue of the warrants as well as equity shares arising from the exercise of the warrants shall be governed by the regulations and guidelines issued by SEBI or any other statutory authority as the case may be including any modifications thereof from time to time;

j. Upon exercise of the option by the allottee to convert the warrants into equity shares within a period of 18 (Eighteen) months, the equity shares, pursuant to exercise of warrants, shall be allotted within a period of 15 days from the date of such exercise by the allottee in compliance with provisions of Regulation 162(2) of SEBI (ICDR) Regulations;

k. The warrants and the equity shares allotted pursuant to exercise of such warrants shall be subject to a lock-in for such period as specified under applicable provisions of the SEBI (ICDR) Regulations and allotted equity shares pursuant to conversion of warrants shall be listed on the stock exchange where the existing equity shares of the Company are listed, subject to the receipt of necessary permissions and approvals.

Further, the aforesaid warrants shall not be sold, transferred, hypothecated or encumbered in any manner by the proposed allottees during the period of lock-in, except to the extent and in the manner permitted under Chapter V of SEBI ICDR Regulations;

The pre-preferential shareholding, if any, of the Proposed Allottee(s) in the Company shall also be subject to lock-in as specified in the provisions of Chapter V of the SEBI ICDR Regulations;

l. The Company shall procure the listing and trading approvals for the equity shares to be issued and allotted to the warrant holders upon exercise of the warrants from the relevant Stock Exchange in accordance with the SEBI (LODR) Regulations and all other applicable laws, rules and regulations.

m. The total number of convertible warrants and equity shares offered, issued, and allotted shall not exceed the number of shares approved by the members.

Without prejudice to the above, the issue of the equity shares pursuant to conversion of warrants, shall be subject to the terms and conditions as contained in the explanatory statement under Section 102 of the Act annexed hereto, which shall be deemed to form part thereof."

"RESOLVED FURTHER THAT, the Board be and is hereby authorized to issue and allot such equity shares to be issued and allotted upon conversion of the said warrants and that equity shares shall be subject to the provisions of the Articles of Association ("AOA") of the Company and shall rank pari-passu in all respects, including entitlement for dividend, with the existing Equity Shares of the Company.

"RESOLVED FURTHER THAT, the Board be and is hereby authorized to decide and approve other terms and conditions of the issue of the convertible warrants and shall also be entitled to vary, modify or alter any of the terms and conditions, as it may deem fit, subject however to the compliance with the applicable guidelines, notifications, rules and regulations."

"RESOLVED FURTHER THAT, subject to the receipt of such approvals as may be required under applicable law, consent of the Members of the Company be and is hereby accorded to record the name and details of the Proposed Allottees in Form PAS-5, and issue a private placement offer cum application letter in Form PAS-4, to the proposed allottees in accordance with the provisions of the Act, after passing of this resolution with a stipulation that the allotment would be made only upon receipt of In-principle approval from BSE Limited ("BSE"), within the timelines prescribed under the applicable laws."

"RESOLVED FURTHER THAT, the Company hereby takes note of the certificate received from the Practicing Company Secretary certifying that the proposed issue of Convertible Warrants is being made in compliance with the SEBI (ICDR) Regulations."

"RESOLVED FURTHER THAT, for the purpose of giving effect to this resolution, any Director, Committee of the Board, or the Company Secretary of the Company be and are hereby severally authorized to do all such acts, deeds, matters, and things as may be deemed necessary, desirable, or expedient, including without limitation: issuing clarifications, resolving questions of doubt, effecting any modifications or changes to the foregoing


(including modifications to the terms of the issue), entering into contracts, arrangements, agreements, documents (including the appointment of agencies, intermediaries, and advisors for the issue), filing requisite documents with the Registrar of Companies, Depositories, Stock Exchange, and other regulatory authorities, and to take such steps as may be incidental, consequential, or ancillary in this connection. The decision of the Board in this regard shall be final and conclusive."

"RESOLVED FURTHER THAT, any Director and/or the Company Secretary of the Company be and are hereby authorized to delegate all or any of the powers herein conferred to any Committee of the Board, any Director(s), or Officer(s) of the Company, including the authority to make necessary filings with the Stock Exchange and other regulatory authorities, execution of documents, representation before governmental authorities, and appointment of Consultants, Professional Advisors, and Legal Advisors, for giving effect to the above resolution."

"RESOLVED FURTHER THAT, all actions already taken by the Board in connection with any of the matters referred to in or contemplated by the foregoing resolutions be and are hereby approved, ratified, and confirmed in all respects, as if the same had been done with the authority of the Members."

Registered Office:
11, Parasrampuria Apartment, Film City Road, Opp. Bank of India, Gokuldham, Goregaon (East), Mumbai – 400 063.

Place: Mumbai
Date: 12th May, 2026

By the Order of the Board of
Jattashankar Industries Limited

Khudai
Keval
Jayanti

Digitally signed by Khudai Keval Jayanti
Date: 2026.05.12 13:42:00 +05'30'

Keval Jayanti Khudai
Managing Director
DIN: 11153664


Notes:

a) The Statement pursuant to Section 102(1) and Section 110 of the Companies Act, 2013 ("Act") read together with Rule 22 of the Companies (Management and Administration) Rules, 2014 setting out material facts is annexed hereto and forms part of the Postal Ballot Notice ("Notice").

b) In accordance with the provisions of Section 110 the Act read with relevant rules made thereunder and the General Circular No. 03/2025 dated September 22, 2025 read with relevant circular(s) issued by the Ministry of Corporate Affairs, ("hereinafter collectively referred as MCA Circulars"), the Notice is being sent in electronic form only by email to those members whose names appear in the Register of Members/List of Beneficial Owners as received from Depositories i.e. National Securities Depository Limited ("NSDL")/ Central Depository Services (India) Limited ("CDSL") and Registrar and Share Transfer Agent of the Company i.e. MUFG Intime India Private Limited ("RTA") as on Friday, 8th May, 2026 ("Cut-off Date").

c) Voting rights shall be reckoned in proportion to the paid-up equity shares registered in the name of the Member as on the Cut-Off date. Only those Members whose names are appearing in the Register of Members/ List of Beneficial Owners as on the Cut-Off Date shall be eligible to cast their votes through remote e-voting. A person who is not a Member on the Cut-Off Date should treat this Notice for information purposes only. It is however, clarified that all Members of the Company as on the Cut-Off Date (including those Members who may not have received this Notice due to non-registration of their e-mail addresses with the Company/RTA/Depositories) shall be entitled to vote in relation to the aforementioned Resolution in accordance with the process specified in this Notice.

d) In compliance with provisions of Section 108 and Section 110 and other applicable provisions of the Act, as amended, read together with the Rules 20 and 22 of Companies (Management and Administration) Rules, 2014 and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the "SEBI (LODR) Regulations"), Secretarial Standard on General Meetings ("SS-2") issued by the Institute of Company Secretaries of India, MCA Circulars and SEBI Circulars, the Company is pleased to offer remote e-voting facility to its Members. The Company has engaged the services of NSDL to provide remote e-voting facility to enable the Members to cast their votes electronically (hereinafter referred to as the "remote e-voting"). In accordance with the MCA Circulars and SEBI Circulars, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope will not be sent to the Members for this Postal Ballot. The communication of the assent or dissent of the Members would take place through the process of remote e-voting only.

e) Members may also note that the Postal Ballot Notice will be available for download on the Company's website at https://jsil.co.in/ and on the website of stock exchange i.e. BSE Limited, at www.bseindia.com and the Notice of Postal Ballot shall also be available on website of NSDL at www.evoting.nsdl.com.

f) The remote e-voting period commences on Wednesday, 13th May, 2026 at 09:00 A.M. I.S.T. and ends on, Thursday, 11th June, 2026 at 05:00 P.M. I.S.T. The remote e-voting module shall be disabled by NSDL for voting thereafter. During this period, the Members of the Company holding shares in physical or electronic form, as on the Cut-Off Date, may cast their vote by electronic means in the manner and process as mentioned in this Notice. Once the vote is cast by the Member, the Member shall not be allowed to change it or cast the vote again.

g) The Board of Directors of the Company has appointed Mr. Gaurav Bachani, Proprietor of M/s. Gaurav Bachani & Associates, Company Secretaries, Ahmedabad (Membership No. ACS 61110 and Certificate of Practice No. 22830), as the Scrutinizer for conducting the Postal Ballot through remote e-voting process, in a fair and transparent manner.

h) The Scrutinizer will submit his report to the Chairman of the Company or a person authorized by him in writing, after completion of the scrutiny of the remote e-voting. The Scrutinizer's decision on the validity of the votes cast will be final. The result of the Postal Ballot will be announced by the Chairman of the Company on or before Monday, 15th June, 2026, i.e. not later than two working days from the conclusion of remote e-voting at the Registered office of the Company.

i) The result of the Postal Ballot along with the Scrutinizer's Report will be placed on the website of stock exchange i.e. BSE Limited at www.bseindia.com.


j) The Resolution, if approved by the requisite majority of Members, shall be deemed to have been passed on the last date of remote e-voting, i.e., Thursday, 11th June, 2026.

k) Relevant documents relating to the Postal Ballot Notice and the Statement pursuant to Section 102 of the Act shall be made available for inspection by the Members in accordance with applicable statutory requirements based on requests received by the Company for inspection at [email protected] up to Thursday, 11th June, 2026.

General information and instructions relating to e-voting:

In compliance with the provisions of Sections 108, 110 and other applicable provisions of the Act, read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014, from time to time the MCA Circulars and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Circular dated 9th December, 2020 issued by SEBI on E-voting facility provided by Listed Entities, Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India and any amendments thereto, Members are provided with the facility to cast their votes electronically, through the E-voting services provided by National Securities Depository Limited ('NSDL') on the Resolution set forth in this Notice of Postal Ballot, through Remote E-voting.

Members are requested to note that the Company is providing facility for Remote E-voting and the business is to be transacted through electronic voting system only.

The remote e-voting period begins on Wednesday, 13th May, 2026 at 09:00 A.M. (I.S.T) and ends on Thursday, 11th June, 2026 at 05:00 P.M (I.S.T). The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the cut-off date i.e. Friday, 8th May, 2026, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being Friday, 8th May, 2026.

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:

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:


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.
  1. 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 the e-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.

  2. 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

  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 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 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.

  4. 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.

  5. 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 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 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.

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. 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.
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 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 abovementioned 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 022 - 4886 7000.
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 toll free no. 1800-21-09911

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.

  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 account with 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 account with 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 user your 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.
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.

  3. 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 on: 022 - 4886 7000 or send a request at [email protected]

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), AADHAAR (self-attested scanned copy of Aadhaar 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), AADHAAR (self-attested scanned copy of Aadhaar 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.


ANNEXURE TO NOTICE

EXPLANATORY STATEMENT UNDER SECTION 102 (1) OF THE COMPANIES ACT, 2013

Item No. 1:

Considering the requirement and future business prospects, it is therefore considered necessary to increase the Authorised Equity Share Capital of the Company from Rs. 10,50,00,000/- (Rupees Ten Crores Fifty Lakhs Only), divided into 1,05,00,000 (One Crore Five Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each to Rs. 13,10,00,000/- (Rupees Thirteen Crores Ten Lakhs Only), divided into 1,31,00,000 (One Crore Thirty-One Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each ranking pari passu in all respect with the existing equity shares of the Company.

The proposed increase in Authorised Equity Share Capital requires the approval of members by way of postal ballot. Consequently, upon increase in Authorised Share Capital, the Memorandum of Association of the Company will require alteration so as to reflect the increased Authorised Equity Share Capital.

The Memorandum of Association of the Company is open for inspection of the members at the registered office of the Company during the normal business hours at any time upto the date of last date of remove e-voting Thursday, 11th June, 2026.

The proposed resolution is in the interest of the Company and your Directors recommend the same for your approval by way of an Ordinary Resolution.

None of the Directors and/or Key Managerial Personnel of the Company and/or their relatives are deemed to be concerned or interested, financially or otherwise in the said resolution except to the extent of their shareholding in the Company, if any.

Item No. 2:

Pursuant to the provisions of Sections 23(1)(b), 42 and 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 ("Act") read with the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Companies (Share Capital and Debentures) Rules, 2014 and other applicable rules made thereunder, including any statutory modification(s) or re-enactment(s) thereof for the time being in force, and in accordance with Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LCDR Regulations"), as amended from time to time, approval of the Members of the Company by way of a Special Resolution is required for the issue of securities on a preferential basis.

Accordingly, the Board of Directors of the Company, at its meeting held on Tuesday, 12th May, 2026, subject to such statutory/regulatory approvals as may be necessary and approval of the Members of the Company, approved the issue and allotment of up to 86,95,000 (Eighty-Six Lakhs Ninety-Five Thousand) Convertible Warrants of face value of Rs. 10/- (Rupees Ten Only) each, at an issue price of Rs. 92/- (Rupees Ninety-Two Only) per Warrant, including a premium of Rs. 82/- (Rupees Eighty-Two Only) per Warrant, aggregating up to Rs. 79,99,40,000/- (Rupees Seventy-Nine Crores Ninety-Nine Lakhs Forty Thousand Only), for cash consideration, on a preferential basis to certain persons/entities belonging to the "Promoter and Promoter Group" category and "Non-Promoter" category, as detailed in the resolution.

Each Warrant shall be convertible into one fully paid-up Equity Share of face value of Rs. 10/- (Rupees Ten Only) each of the Company within a period of 18 (Eighteen) months from the date of allotment of the Warrants, in accordance with the applicable provisions of the SEBI ICDR Regulations and on such terms and conditions as may be determined by the Board.

The proposed Preferential Issue shall not result in any change in the management or control of the Company. The proposed allottee(s) have confirmed that they are eligible to subscribe to the Warrants proposed to be issued under the Preferential Issue in terms of Regulation 159 of the SEBI ICDR Regulations.

Accordingly, approval of the Members is being sought by way of a Special Resolution under the applicable provisions of the Act and the SEBI ICDR Regulations for the Preferential Issue, as set out in the accompanying resolution.


  1. Particulars of the offer including date of passing of Board resolution:

The Board, pursuant to its resolution dated Tuesday, 12th May, 2026, for raising of funds through a preferential issue, and after considering the report provided by the Registered Valuer Entity on the pricing of shares, has approved the same.

Accordingly, the Board has approved the issue of 86,95,000 (Eighty-Six Lakhs Ninety-Five Thousand) Convertible Warrants at a price of Rs. 92/- (Rupees Ninety-Two Only {including a premium of Rs. 82/- (Rupees Eighty-Two Only)}) per warrant, for consideration in cash, to person(s) and/or entity(ies) belonging to "Promoter and Prompter Group" category and "Non - Promoter" category. The said issue price is not less than the floor price determined in accordance with the provisions of Chapter V of the SEBI (ICDR) Regulations, and the issue shall be made on a preferential basis.

  1. The Objects of the issue:

The Company intends to utilize the proceeds raised through the Preferential Issue ("Issue Proceeds") towards the following objects:

a. To meet the Working Capital requirements of the Company (hereinafter referred to as "Working Capital requirements");

b. Upto 25.00% (twenty-five percent) of the Issue Proceeds will be utilized for general corporate purposes, which shall include, inter-alia, meeting ongoing business exigencies and contingencies, corporate expenses, and/or any other purpose permissible under applicable laws, in such manner and proportion as may be decided by the Board from time to time (hereinafter referred to as "General Corporate Purposes").

(Collectively referred to as the "Objects")

Utilization of Issue Proceeds:

Given that the funds to be received against conversion of warrants will be in tranches and the quantum of funds required on different dates may vary, therefore, the broad range of intended use of the Issue Proceeds for the above objects is set out herein below:

Sr. No. Particulars Total estimated amount to be utilised for each of the Objects (Amount in Rupees) Tentative timelines for utilization of Issue Proceeds from the date of receipt of funds
1. To meet working capital requirement of the Company 60,00,00,000 Within 6 months from receipt of funds. (as set out herein)
2. General Corporate Purpose 19,99,40,000
Total 79,99,40,0000

Given that the Preferential Issue is for convertible warrants, the Issue Proceeds shall be received by the Company within 18 (Eighteen) months from the date of allotment of the warrants in terms of Chapter V of the SEBI ICDR Regulations, and as estimated by our management, the entire Issue Proceeds would be utilised for all the aforementioned objects, in phases, as per the Company's business requirements and availability of Issue Proceeds, within 6 months from the date of receipt of funds for the warrants (as set out herein).

  1. Kinds of securities offered and the price at which security is being offered and the total number of shares or other securities to be issued:

The Company has agreed to issue upto 86,95,000 (Eighty-Six Lakhs Ninety-Five Thousand) Convertible Warrants at a price of Rs. 92/- (Rupees Ninety-Two Only {including a premium of Rs. 82/- (Rupees Eighty-Two Only)}). The said issue price is not less than the floor price determined in accordance with the provisions of Chapter V of the SEBI (ICDR) Regulations.


  1. Basis on which the price has been arrived at:

The Equity Shares of the Company are listed and traded on BSE Limited and are infrequently traded in terms of the SEBI (ICDR) Regulations. Accordingly, the Company has obtained a valuation report from M/s. Procurve Value Private Limited, Ahmedabad, a Registered Valuer Entity, which has determined the floor price at Rs. 91.60/- (Rupees Ninety-One and Sixty Paisa Only) per Equity Share using the PE Multiple Method (Market Approach), Discounted Cash Flow Method (Income Approach) and Net Asset Value Method (Cost Approach). Since the proposed issue and allotment of Convertible Warrants exceeds 5% (Five Percent) of the post-issue fully diluted share capital of the Company, the pricing has been determined in compliance with Regulation 166A of the SEBI ICDR Regulations.

The issue price has been fixed at Rs. 92/- (Rupees Ninety-Two Only) each, which is not less than the floor price determined in accordance with Chapter V of the SEBI (ICDR) Regulations.

The Valuation report dated Tuesday, 12th May, 2026, issued by the Registered Valuer Entity, is available on the website of the Company at https://jsil.co.in/

  1. The price or price band at/within which the allotment is proposed:

The issue price of each Convertible Warrant has been fixed at Rs. 92/- (Rupees Ninety-Two Only), comprising a face value of Rs. 10/- (Rupees Ten Only) and a premium of Rs. 82/- (Rupees Eighty-Two Only) per Convertible Warrant.

For the basis of determination of the issue price, please refer to Point No. 4 above.

  1. Relevant Date with reference to which the price has been arrived at:

The "Relevant Date" as per Chapter V of the SEBI (ICDR) Regulations, for the determination of the issue price for convertible warrants to be issued, fixed as Tuesday, 12th May, 2026, being 30 days prior to the date of the passing of this resolution being the last date of remote e-voting.

  1. The pre issue and post issue shareholding pattern of the Company:

The pre-issue shareholding pattern of the Company as on 31st March, 2026 and the post-issue shareholding pattern (considering full allotment of equity shares issued on preferential basis) is mentioned herein below:

Sr. Description Pre-Issue shareholding Post issue shareholding
No. of shares % of shares No. of shares % of shares
(A) Promoter and Promoter Group's Shareholding
1 Indian
(a) Individuals/ Hindu Undivided Family 31,83,483 72.56 31,83,483 24.33
(b) Central Government/ State Government(s) 0 0.00 0 0.00
(c) Bodies Corporate 0 0.00 6,00,000 4.59
(d) Financial Institutions/ Banks 0 0.00 0 0.00
(e) Any Others (Specify) 0 0.00 0 0.00
Sub Total(A)(1) 31,83,483 72.56 37,83,483 28.92
2 Foreign
A Individuals (Non - Residents Individuals/ Foreign Individuals) 0 0.00 0 0.00
B Bodies Corporate 0 0.00 0 0.00
C Institutions 0 0.00 0 0.00
D Any Others (Specify) 0 0.00 0 0.00
Sub Total(A)(2) 0 0.00 0 0.00
Total Shareholding of Promoter and Promoter Group (A)=(A)(1)+(A)(2) 31,83,483 72.56 37,83,483 28.92

(B) Public shareholding
1 Institutions 300 0.01 300 0.00
(a) Mutual Funds/ UTI 0 0.00 0 0.00
(b) Financial Institutions/ Banks 0 0.00 0 0.00
(c) Central Government/ State Government(s) 0 0.00 0 0.00
(d) Venture Capital Funds 0 0.00 0 0.00
(e) Insurance Companies 0 0.00 0 0.00
(f) Foreign Portfolio Investors 0 0.00 0 0.00
(g) Foreign Institutional Investors 0 0.00 0 0.00
(h) Foreign Venture Capital Investors 0 0.00 0 0.00
(i) Any Other - Foreign Body Corporate 0 0.00 0 0.00
Sub-Total (B)(1) 300 0.01 300 0.00
B Public Shareholding
2 Non-institutions
(a) Bodies Corporate 7,502 0.17 16,07,502 12.29
(b) Individuals
I Individual shareholders holding nominal share capital up to Rs. 2 Lakh 6,24,125 14.23 6,24,125 4.77
II Individual shareholders holding nominal share capital in excess of Rs. 2 Lakh 4,82,491 11.00 57,77,491 44.16
(c) Non Resident Indians (NRIs) 66,920 1.53 66,920 0.51
(d) Any Other (specify) 22,279 0.51 22,279 0.17
- Clearing Member 0 0.00 0 0.00
- Hindu Undivided Family 0 0.00 450000 3.44
- Limited Liability Partnership 0 0.00 150000 1.15
- Firms 0 0.00 6,00,000 4.59
Sub-Total (B)(2) 12,03,317 27.43 92,98,317 71.08
(B) Total Public Shareholding (B) = (B)(1) + (B)(2) 12,03,617 27.44 92,98,617 71.08
TOTAL (A)+(B) 43,87,100 100.00 1,30,82,100 100.00
(C) Non-Promoter - Non-Public 0 0.00 0 0.00
1 Shares held by Custodian for GDRs & ADRs 0 0.00 0 0.00
2 Employee Benefit Trust (under SEBI (SBEB) Reg., 2014) 0 0.00 0 0.00
Sub-Total (C): 0 0.00 0 0.00
GRAND TOTAL (A)+(B)+(C) 43,87,100 100.00 1,30,82,100 100.00

Note:

  1. The post-issue shareholding pattern in the above table has been prepared upon the proposed allotment of 86,95,000 Equity Shares pursuant to conversion of Warrants and on the assumption that the Proposed Allottees will subscribe to and be allotted all the Equity Shares pursuant to conversion of warrants. In the event that, for any reason, the Proposed Allottees do not or are unable to subscribe to and/or are not allotted the Equity Shares pursuant to the conversion of warrants, the shareholding pattern in the above table will undergo corresponding changes.
  2. It has further been assumed that the shareholding of the Company in all other categories will remain unchanged.
  3. The Company will ensure compliance with all applicable laws and regulations, including the SEBI (ICDR) Regulations, at the time of allotment of Equity shares.

  1. Name and address of valuer who performed valuation:

Since the proposed allotment exceeds 5% of the post-issue fully diluted share capital of the Company, the issue price of Rs. 92/- (Rupees Ninety-Two Only) per Warrant (and the Equity Shares to be issued upon conversion of the Warrants) has been determined on the basis of the valuation report dated Tuesday, 12th May, 2026 issued by M/s. Procurve Valux Private Limited, Registered Valuer Entity, Ahmedabad, bearing Registration No. IBBI/RV-E/02/2025/218, in accordance with Regulation 166A of the SEBI (ICDR) Regulations ("Valuation Report"). The Valuation Report is available on the Company's website at https://jsil.co.in/

  1. Amount which the Company intends to raise by way of such securities:

Upto Rs. 79,99,40,000/- (Rupees Seventy-Nine Crores Ninety-Nine Lakhs Forty Thousand Only).

  1. Material terms of raising such securities, proposed time schedule, principal terms of assets charged as securities, issue including terms and rate of dividend on each share, etc.

The Convertible Warrants and Equity Shares to be issued and allotted pursuant to conversion of the Warrants are being issued on a preferential basis for cash consideration at an issue price of Rs. 92/- (Rupees Ninety-Two Only) per Warrant, in accordance with Regulation 164 of the SEBI (ICDR) Regulations, to the Proposed Allottees.

The Equity Shares to be issued upon conversion of the Warrants shall rank pari-passu with the existing Equity Shares of the Company in all respects.

The present issue does not involve creation of any charge on the assets of the Company; accordingly, disclosure relating to principal terms of assets charged as securities is not applicable.

The issue and allotment shall be completed within the timelines prescribed under the applicable provisions of the SEBI (ICDR) Regulations and the Companies Act, 2013, as amended from time to time.

  1. The class or classes of persons to whom the allotment is proposed to be made:

The proposed allotment, if approved, shall be made to the persons/entities identified as Proposed Allottees, falling under the "Promoter and Promoter Group" category and the "Non-Promoter" category of the Company.

  1. The intention of Promoters, Directors or Key Managerial Personnel to subscribe to the offer:

The Convertible Warrants shall be offered exclusively to the Proposed Allottees. Except for the entities which shall form part of the Promoter Group pursuant to the proposed allotment, namely M/s. Alantis Comtrade LLP, M/s. Alantis Exim LLP, M/s. Alantis Globe LLP and M/s. OTP Advisory LLP, none of the other Promoters, Directors or Key Managerial Personnel ("KMP") of the Company intend to subscribe to any of the Convertible Warrants proposed to be issued under the Preferential Issue.

  1. The proposed time within which the allotment shall be completed:

As required under the SEBI (ICDR) Regulations, the Company shall complete the allotment of the convertible warrants on or before the expiry of 15 (Fifteen) days from the date of passing of the special resolution by the Members for issue and allotment of the said warrants; provided, however, that where such allotment of warrants is pending on account of pendency of any approval or permission for such issue and allotment by any regulatory authority, the issue and allotment shall be completed within a period of 15 (Fifteen) days from the date of receipt of last of such approvals or permissions.

Further, upon exercise of the option by the Allottee(s) to convert the Warrants within a period of 18 (Eighteen) months from the date of allotment, the Equity Shares arising from such conversion shall be allotted within 15 (Fifteen) days from the date of receipt of such exercise notice, in compliance with Regulation 162(2) of the SEBI (ICDR) Regulations.

  1. The names of the Proposed Allottee and the percentage of post-preferential offer capital that may be held by them:

The Proposed Allottees are as under:


Sr. No Name of Proposed Allottee No. of Convertible Warrants proposed to be issued % of post-preferential*
1 Keshwala Panisha Rajeshbhai 2,50,000 1.91
2 Keshwala Rishi Rajeshbhai 2,50,000 1.91
3 Kamalkishore Valaitiram Handa 2,50,000 1.91
4 Lakhmanbhai Bhurabhai Odedara 3,00,000 2.29
5 Jebaliya Vimlaben Vijaybhai 3,50,000 2.68
6 Jebaliya Aditya Vijaybhai 1,50,000 1.15
7 Ashokkumar Raghuram Thakker 75,000 0.57
8 Odedra Hiteshbhai Rajabhai 1,00,000 0.76
9 Veerrajbhai Bhabhlubhai Vala 1,00,000 0.76
10 Vasoya Dipakbhai B 1,00,000 0.76
11 Gida Deshubhai Lakhubhai 2,00,000 1.53
12 Mahesh Alabhai Odedra 2,00,000 1.53
13 Odedra Minaben Mahesh 75,000 0.57
14 Odedra Varun 75,000 0.57
15 Gida Mahavirbhai Aligbhai 75,000 0.57
16 Thakkar Khushi Dharmeshbhai 2,00,000 1.53
17 Thakkar Chetanaben Dharmeshkumar 2,00,000 1.53
18 Magestic Capital Finance Advisory Private Limited 11,00,000 8.41
19 Thaker Hemantkumar Labhshankar 75,000 0.57
20 Gida Vishvajeet Devayatbhai 75,000 0.57
21 Gida Raviraj Aalighhai 75,000 0.57
22 Gida Harapalsinh Devayatbhai 75,000 0.57
23 Rajabhai Bhura Odedra 3,00,000 2.29
24 Ajay Dadubhai Jebaliya 1,00,000 0.76
25 Vijay Dadubhai Jebaliya HUF 2,25,000 1.72
26 Vishal Mahendrabhai Thekdi 1,50,000 1.15
27 Ripalben V Thekadi 1,50,000 1.15
28 Dahyabhai Mafatlal Patel 2,00,000 1.53
29 Patel Prafulaben D 2,00,000 1.53
30 Patel Pratik Pravinkumar 1,50,000 1.15
31 Patel Nidhi Pratik 75,000 0.57
32 Desai Lalji Gandabhai 25,000 0.19
33 Chauhan Gajendrasinh Ranjitsinh 40,000 0.31
34 Digvijaysinh Chauhan HUF 50,000 0.38
35 Prabodh Natvarlal Patel 50,000 0.38
36 Prabodh N Patel HUF 75,000 0.57
37 Finvention Finvest Private Limited 3,00,000 2.29
38 Spazioa Formulations Limited 2,00,000 1.53
39 Alantis Comtrade LLP 1,50,000 1.15
40 Alantis Exim LLP 1,50,000 1.15
41 OTP Tradex LLP 1,50,000 1.15
42 Alantis Globe LLP 1,50,000 1.15
43 OTP Advisory LLP 1,50,000 1.15
44 Mukesh Ladha 1,00,000 0.76
45 Murli Manohar Ladha 1,00,000 0.76
46 Pioneer Trading 1,00,000 0.76
47 Venture Global Traders 1,00,000 0.76
48 Fusion Commerce Hub 1,00,000 0.76
49 Plus Trading Co 1,00,000 0.76
50 Jai Balaji Trading Co 1,00,000 0.76
51 Global Commerce HUB 1,00,000 0.76
52 Mamta Ladha 1,00,000 0.76
53 Sushil Kumar Ladha 1,00,000 0.76
54 Sushil Ladha-HUF 75,000 0.57
55 Shobha 1,00,000 0.76
56 Pushpadevi Ladha 50,000 0.38

57 Madan Gopal Ladha 55,000 0.42
58 Madan Gopal Ladha (HUF) 25,000 0.19
Total 86,95,000 66.46

*The post-issue shareholding is considered upon the proposed allotment of 86,95,000 Equity Shares pursuant to the conversion of Warrants.

15. The change in control, if any, in the Company that would occur consequent to the preferential offer:

There shall be no change in the management or control of the Company pursuant to the proposed issue and allotment of convertible warrants and the equity shares issued upon their conversion.

16. The number of persons to whom allotment on preferential basis have already been made during the year, in terms of number of securities as well as price:

During the year, no preferential allotment of any securities has been made to any person.

17. The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer:

Not Applicable

18. Lock-in Period:

The proposed allotment of the equity shares to be issued and allotted pursuant to conversion of warrants, shall be subject to a lock-in as per the requirements in accordance with the SEBI (ICDR) Regulations.

However, in addition to the lock-in period prescribed under SEBI (ICDR) Regulations, the said equity shares pursuant to the issued and allotted conversion of warrants, shall along with any further issuance of shares such as Bonus Shares, which may arise in future, shall be locked in for a further period as may be mutually agreed upon by the Company and the Proposed Allottees.

In case of convertible securities or warrants which are not listed on stock exchanges, the entire pre-preferential allotment shareholding of the allottees, shall be locked-in as per the requirements of SEBI (ICDR) Regulations i.e. from the relevant date upto a period of 90 trading days from the date of allotment of such securities.

19. Listing:

The Company shall make an application to the Stock Exchange on which its existing equity shares are listed, for listing and trading approval of the equity shares proposed to be issued and allotted pursuant to the conversion of aforementioned warrants.

The equity shares to be issued and allotted pursuant to conversion of warrants, once allotted, shall rank pari passu with the existing equity shares of the Company in all respects including rights in respect of dividend, voting, and all other entitlements as may be applicable.

20. The name of the Proposed Allottee, the identities of the persons who are the ultimate beneficial owners of the shares and / or who ultimately control the Proposed Allottee:

Sr. No. Proposed Allottee subscribing to the Shares Category Natural persons who are the ultimate beneficial owners Pre-Issue shareholding No. of securities to be allotted Post issue shareholding
No. of Shares % of Sharehol ding* No. of Shares % of Sharehol ding*
1. Keshwala Panisha Rajeshbhai Public - - - 2,50,000 2,50,000 1.91
2. Keshwala Rishi Rajeshbhai Public - - - 2,50,000 2,50,000 1.91
3. Kamalkishore Valaitiram Handa Public - - - 2,50,000 2,50,000 1.91
4. Lakhmanbhai Bhurabhai Odedara Public - - - 3,00,000 3,00,000 2.29
5. Jebaliya Vimlaben Vijaybhai Public - - - 3,50,000 3,50,000 2.68
6. Jebaliya Aditya Vijaybhai Public - - - 1,50,000 1,50,000 1.15

7. Ashokkumar Raghuram Thakker Public - - - 75,000 75,000 0.57
8. Odedra Hiteshbhai Rajabhai Public - - - 1,00,000 1,00,000 0.76
9. Veerrajbhai Bhabhlubhai Vala Public - - - 1,00,000 1,00,000 0.76
10. Vasoya Dipakbhai B Public - - - 1,00,000 1,00,000 0.76
11. Gida Deshubhai Lakhubhai Public - - - 2,00,000 2,00,000 1.53
12. Mahesh Alabhai Odedra Public - - - 2,00,000 2,00,000 1.53
13. Odedra Minaben Mahesh Public - - - 75,000 75,000 0.57
14. Odedra Varun Public - - - 75,000 75,000 0.57
15. Gida Mahavirbhai Alighhai Public - - - 75,000 75,000 0.57
16. Thakkar Khushi Dharmeshbhai Public - - - 2,00,000 2,00,000 1.53
17. Thakkar Chetanaben Dharmeshkumar Public - - - 2,00,000 2,00,000 1.53
18. Magestic Capital Finance Advisory Private Limited Public Kahor Vanrajsinh Dadbhai - - 11,00,000 11,00,000 8.41
Rajeshbhai Bhagatbhai Keshwala
19. Thaker Hemantkumar Labhshankar Public - - - 75,000 75,000 0.57
20. Gida Vishvajeet Devayatbhai Public - - - 75,000 75,000 0.57
21. Gida Raviraj Aalighhai Public - - - 75,000 75,000 0.57
22. Gida Harapalsinh Devayatbhai Public - - - 75,000 75,000 0.57
23. Rajabhai Bhura Odedra Public - - - 3,00,000 3,00,000 2.29
24. Ajay Dadubhai Jebaliya Public - - - 1,00,000 1,00,000 0.76
25. Vijay Dadubhai Jebaliya HUF Public Vijay Dadubhai Jebaliya - - 2,25,000 2,25,000 1.72
26. Vishal Mahendrabhai Thekdi Public - - - 1,50,000 1,50,000 1.15
27. Ripalben V Thekadi Public - - - 1,50,000 1,50,000 1.15
28. Dahyabhai Mafatlal Patel Public - - - 2,00,000 2,00,000 1.53
29. Patel Prafulaben D Public - - - 2,00,000 2,00,000 1.53
30. Patel Pratik Pravinkumar Public - - - 1,50,000 1,50,000 1.15
31. Patel Nidhi Pratik Public - - - 75,000 75,000 0.57
32. Desai Lalji Gandabhai Public - - - 25,000 25,000 0.19
33. Chauhan Gajendrasinh Ranjitsinh Public - - - 40,000 40,000 0.31
34. Digvijaysinh Chauhan HUF Public Digvijaysinh Chauhan - - 50,000 50,000 0.38
35. Prabodh Natvarlal Patel Public - - - 50,000 50,000 0.38
36. Prabodh N Patel HUF Public Prabodh Natvarlal Patel - - 75,000 75,000 0.57
37. Finvention Finvest Private Limited Public Bhumishth N Patel - - 3,00,000 3,00,000 2.29
Patel Payal Bhumishth
38. Spazioa Formulations Limited Public - - - 2,00,000 2,00,000 1.53
39. Alantis Comtrade LLP Promoter Vishal Mahendrabhai Thekdi - - 1,50,000 1,50,000 1.15
Patel Tarunkumar Gunvantlal
40. Alantis Exim LLP Promoter Ripalben V Thekadi - - 1,50,000 1,50,000 1.15
Patel Tarunkumar Gunvantlal
41. OTP Tradex LLP Public Ripalben V Thekadi - - 1,50,000 1,50,000 1.15
Vishal Mahendrabhai Thekdi

42. Alantis Globe LLP Promoter Vishal Mahendrabhai Thekdi - - 1,50,000 1,50,000 1.15
Vedant Tarunbhai Patel
43. OTP Advisory LLP Promoter Patel Tarunkumar Gunvantlal - - 1,50,000 1,50,000 1.15
Vedant Tarunbhai Patel
44. Mukesh Ladha Public - - - 1,00,000 1,00,000 0.76
45. Murli Manohar Ladha Public - - - 1,00,000 1,00,000 0.76
46. Pioneer Trading Public Madan Gopal Ladha - - 1,00,000 1,00,000 0.76
Mukesh Ladha
47. Venture Global Traders Public Madan Gopal Ladha - - 1,00,000 1,00,000 0.76
Sushil Kumar Ladha
48. Fusion Commerce Hub Public Sushil Kumar Ladha - - 1,00,000 1,00,000 0.76
Madhuri Mukesh Ladha
49. Plus Trading Co Public Sushil Kumar Ladha - - 1,00,000 1,00,000 0.76
Mukesh Ladha
50. Jai Balaji Trading Co Public Murli Manohar Ladha - - 1,00,000 1,00,000 0.76
Madhuri Mukesh Ladha
51. Global Commerce HUB Public Sushil Kumar Ladha - - 1,00,000 1,00,000 0.76
Murli Manohar Ladha
52. Mamta Ladha Public - - - 1,00,000 1,00,000 0.76
53. Sushil Kumar Ladha Public - - - 1,00,000 1,00,000 0.76
54. Sushil Ladha-HUF Public Sushil Kumar Ladha - - 75,000 75,000 0.57
55. Shobha Public - - - 1,00,000 1,00,000 0.76
56. Pushpadevi Ladha Public - - - 50,000 50,000 0.38
57. Madan Gopal Ladha Public - - - 55,000 55,000 0.42
58. Madan Gopal Ladha (HUF) Public Madan Gopal Ladha - - 25,000 25,000 0.19
Total 0 0.00 86,95,000 86,95,000 66.46

*The post-issue shareholding is considered and prepared upon the proposed allotment of 86,95,000 equity shares pursuant to the conversion of warrants.

21. The percentage of post preferential issue capital that may be held by the allottee and change in control, if any, in the issuer consequent to the preferential issue:

The percentage of post preferential issue capital that may be held by the proposed allottees and change in control, if any in the Company consequent to the preferential issue is same as above point no. 20.

There is no change in management or control of the Company pursuant to the aforesaid issue and allotment of convertible warrants and the equity shares issued upon their conversion.

22. The current and proposed status of the allottee post the preferential issues namely, promoter or non-promoter:

The Current and proposed status of the Proposed Allottees post the preferential issue is as follows:

Sr. No. Name of Proposed Allottee No. of shares % of post preferential* Current Status Proposed Status
1. Keshwala Panisha Rajeshbhai 2,50,000 2,50,000 Non-promoter Non-promoter
2. Keshwala Rishi Rajeshbhai 2,50,000 2,50,000 Non-promoter Non-promoter

3. Kamalkishore Valaitiram Handa 2,50,000 2,50,000 Non-promoter Non-promoter
4. Lakhmanbhai Bhurabhai Odedara 3,00,000 3,00,000 Non-promoter Non-promoter
5. Jebaliya Vimlaben Vijaybhai 3,50,000 3,50,000 Non-promoter Non-promoter
6. Jebaliya Aditya Vijaybhai 1,50,000 1,50,000 Non-promoter Non-promoter
7. Ashokkumar Raghuram Thakker 75,000 75,000 Non-promoter Non-promoter
8. Odedra Hiteshbhai Rajabhai 1,00,000 1,00,000 Non-promoter Non-promoter
9. Veerrajbhai Bhabhlubhai Vala 1,00,000 1,00,000 Non-promoter Non-promoter
10. Vasoya Dipakbhai B 1,00,000 1,00,000 Non-promoter Non-promoter
11. Gida Deshubhai Lakhubhai 2,00,000 2,00,000 Non-promoter Non-promoter
12. Mahesh Alabhai Odedra 2,00,000 2,00,000 Non-promoter Non-promoter
13. Odedra Minaben Mahesh 75,000 75,000 Non-promoter Non-promoter
14. Odedra Varun 75,000 75,000 Non-promoter Non-promoter
15. Gida Mahavirbhai Aligbhai 75,000 75,000 Non-promoter Non-promoter
16. Thakkar Khushi Dharmeshbhai 2,00,000 2,00,000 Non-promoter Non-promoter
17. Thakkar Chetanaben Dharmeshkumar 2,00,000 2,00,000 Non-promoter Non-promoter
18. Magestic Capital Finance Advisory Private Limited 11,00,000 11,00,000 Non-promoter Non-promoter
19. Thaker Hemantkumar Labhshankar 75,000 75,000 Non-promoter Non-promoter
20. Gida Vishvajeet Devayatbhai 75,000 75,000 Non-promoter Non-promoter
21. Gida Raviraj Aaligbhai 75,000 75,000 Non-promoter Non-promoter
22. Gida Harapalsinh Devayatbhai 75,000 75,000 Non-promoter Non-promoter
23. Rajabhai Bhura Odedra 3,00,000 3,00,000 Non-promoter Non-promoter
24. Ajay Dadubhai Jebaliya 1,00,000 1,00,000 Non-promoter Non-promoter
25. Vijay Dadubhai Jebaliya HUF 2,25,000 2,25,000 Non-promoter Non-promoter
26. Vishal Mahendrabhai Thekdi 1,50,000 1,50,000 Non-promoter Non-promoter
27. Ripalben V Thekadi 1,50,000 1,50,000 Non-promoter Non-promoter
28. Dahyabhai Mafatlal Patel 2,00,000 2,00,000 Non-promoter Non-promoter
29. Patel Prafulaben D 2,00,000 2,00,000 Non-promoter Non-promoter
30. Patel Pratik Pravinkumar 1,50,000 1,50,000 Non-promoter Non-promoter
31. Patel Nidhi Pratik 75,000 75,000 Non-promoter Non-promoter
32. Desai Lalji Gandabhai 25,000 25,000 Non-promoter Non-promoter
33. Chauhan Gajendrasinh Ranjitsinh 40,000 40,000 Non-promoter Non-promoter
34. Digvijaysinh Chauhan HUF 50,000 50,000 Non-promoter Non-promoter
35. Prabodh Natvarlal Patel 50,000 50,000 Non-promoter Non-promoter
36. Prabodh N Patel HUF 75,000 75,000 Non-promoter Non-promoter
37. Finvention Finvest Private Limited 3,00,000 3,00,000 Non-promoter Non-promoter
38. Spazioa Formulations Limited 2,00,000 2,00,000 Non-promoter Non-promoter
39. Alantis Comtrade LLP 1,50,000 1,50,000 Promoter Group Promoter Group
40. Alantis Exim LLP 1,50,000 1,50,000 Promoter Group Promoter Group
41. OTP Tradex LLP 1,50,000 1,50,000 Non-promoter Non-promoter
42. Alantis Globe LLP 1,50,000 1,50,000 Promoter Group Promoter Group
43. OTP Advisory LLP 1,50,000 1,50,000 Promoter Group Promoter Group
44. Mukesh Ladha 1,00,000 1,00,000 Non-promoter Non-promoter
45. Murli Manohar Ladha 1,00,000 1,00,000 Non-promoter Non-promoter
46. Pioneer Trading 1,00,000 1,00,000 Non-promoter Non-promoter
47. Venture Global Traders 1,00,000 1,00,000 Non-promoter Non-promoter
48. Fusion Commerce Hub 1,00,000 1,00,000 Non-promoter Non-promoter
49. Plus Trading Co 1,00,000 1,00,000 Non-promoter Non-promoter
50. Jai Balaji Trading Co 1,00,000 1,00,000 Non-promoter Non-promoter
51. Global Commerce HUB 1,00,000 1,00,000 Non-promoter Non-promoter
52. Mamta Ladha 1,00,000 1,00,000 Non-promoter Non-promoter
53. Sushil Kumar Ladha 1,00,000 1,00,000 Non-promoter Non-promoter
54. Sushil Ladha-HUF 75,000 75,000 Non-promoter Non-promoter
55. Shobha 1,00,000 1,00,000 Non-promoter Non-promoter
56. Pushpadevi Ladha 50,000 50,000 Non-promoter Non-promoter
57. Madan Gopal Ladha 55,000 55,000 Non-promoter Non-promoter
58. Madan Gopal Ladha (HUF) 25,000 25,000 Non-promoter Non-promoter

*The post-issue shareholding is considered upon the proposed allotment of 86,95,000 Equity Shares pursuant to the conversion of Warrants.

23. Practicing Company Secretary's Certificate:

A certificate issued by Mr. Gaurav Vasudev Bachani, Practicing Company Secretary, confirming that the proposed issue of Convertible Warrants is in compliance with the provisions of the SEBI (ICDR) Regulations, can be accessible on the Company's website at https://jsil.co.in/


  1. Undertaking:

a. Neither the Company nor any of its Directors and/or Promoters have been declared as wilful defaulter or a fraudulent borrower as defined under the SEBI (ICDR) Regulations. Accordingly, the disclosures required under the Regulation 163(1)(i) of the SEBI (ICDR) Regulations are not applicable;

b. Neither the Company nor any of its Directors and/or Promoters is a fugitive economic offender as defined under the SEBI (ICDR) Regulations;

c. The Company is in compliance with the conditions for continuous listing and is eligible to make the present preferential issue under Chapter V of the SEBI (ICDR) Regulations;

d. The Proposed Allottees have confirmed that they have not sold any equity shares of the Company during the 90 trading days preceding the Relevant Date;

e. The Company shall re-compute the price of the securities to be allotted under the preferential allotment, if so required, in terms of the provisions of SEBI (ICDR) Regulations, including Regulation 166 thereof. In the event of the amount payable on account of such re-computation is not paid within the prescribed time, the securities so allotted shall continue to remain under lock-in until such amount is paid;

f. The allotment of warrants does not require making of a public offer as it is below the prescribed threshold limit for making of a public offer in terms of the SEBI (ICDR) Regulations;

g. Due to above preferential allotment of the warrants, no change in management control is contemplated. The aforesaid allottee(s) shall be required to comply with the relevant provisions of the SEBI (ICDR) Regulations;

h. The Company has complied with the requirement of listing obligation i.e., maintaining a minimum of 25% of the paid-up capital in the hands of the public.

Since the Company's equity shares have been listed on a recognized Stock Exchange for more than 90 trading days prior to the Relevant Date, the Company is not required to re-compute the price or submit the undertaking specified under the applicable provisions of the SEBI (ICDR) Regulations.

The approval of the Members is sought to enable the Board to issue and allot the warrants ("Convertible warrants") on a preferential basis, to the extent and in the manner set out in the accompanying resolution and explanatory statement.

Except for the Proposed Allottees, none of the Directors, Key Managerial Personnel of the Company, or their relatives, are in any way concerned or interested, financially or otherwise, in the resolution, except to the extent of their shareholding in the Company, if any.

The Board accordingly recommends passing of the Special Resolution set out in Item No. 2 of this Notice, for approval of the Members.

Registered Office:
11, Parasrampuria Apartment, Film City Road, Opp. Bank of India, Gokuldham, Goregaon (East), Mumbai - 400 063.

Place: Mumbai
Date: 12th May, 2026

By the Order of the Board of Jattashankar Industries Limited

Khudai
Keral Jayanti

Digitally signed by Khudai Keval Jayanti
Date: 2026.05.12 13:42:28 +05'30'

Keral Jayanti Khudai
Managing Director
DIN: 11153664