Jeet Machine Tools Ltd. — Proxy Solicitation & Information Statement 2025

Mar 3, 2025

March 03, 2025

JEET MACHINE TOOLS LTD

Regd. Office: 25, Ambalal Doshi Marg Hamam Street, Fort, Mumbai – 400001 T : 022-22675720 / 22655782 E : jmt_ltd@yahoo.co.in Website: www.jeetmachinetools.in CIN: L28900MH1984PLC032859

To, BSE Limited

Listing Department, P.J Towers, Dalal Street Fort, Mumbai – 400 001 Scrip Code: 513012

Sub: Postal Ballot Notice – Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligation and disclosure Requirements) Regulations, 2015

Dear Sir/Madam,

Pursuant to Regulation 30 read with Schedule III of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, We enclose herewith Postal Ballot Notice along with Explanatory Statement, sent to the members of the Company today through email seeking their assent or dissent by voting through postal ballot for approval to sell, transfer, conveyor dispose off company’s immovable property situated at Ajit Chambers, Mohile, Mumbai by way of Special Resolution.

The Company has sent the said Postal Ballot Notice accompanied by an explanatory statement dispatched today through e-mail i.e. Monday, March 03, 2025 to those members of the Company who had registered their e-mail address with the Company or depository participant/depository as on Friday, February 28, 2025 (“cut-off date”). Please note that there will be no dispatch of physical copies of Postal Ballot Notice or forms to the Members of the Company and no physical ballot forms will be accepted by the Company.

We hereby submit the following information with regard to remote e-voting facility:

Agency for E-voting	National Securities Depository Limited.
Commencement for E-voting period	Tuesday, March 04, 2025 at 9.00 a.m.
Conclusion of E-voting	Wednesday, April 02, 2025 at 5.00 p.m.
Date on which resolution will be deemed to be passed	Wednesday, April 02, 2025.
Declaration of result of Postal ballot	On or before Friday, April 04, 2025.

JEET MACHINE TOOLS LTD

Regd. Office: 25, Ambalal Doshi Marg Hamam Street, Fort, Mumbai – 400001 T : 022-22675720 / 22655782 E : jmt_ltd@yahoo.co.in Website: www.jeetmachinetools.in CIN: L28900MH1984PLC032859

The Postal Ballot Notice along with Explanatory Statement can also be accessed at Company’s website at www.jeetmachinetools.in and on the website of NSDL Limited.

Kindly take the above information on record.

Yours faithfully,

For JEET MACHINE TOOLS LIMITED

KAWALJIT Digitally signed by KAWALJIT SINGH SINGH JAGJIT JAGJIT SINGH SINGH CHAWLA Date: 2025.03.03 CHAWLA 17:31:48 +05'30'

____ KAWALJIT SINGH MANAGING DIRECTOR DIN: 00222203

Encl: As above

JEET MACHINE TOOLS LIMITED (CIN : L28900MH1984PLC032859)

Reg Office: 25 Ambalal Doshi, Marg Hamam Street Fort, Mumbai, Maharashtra, India 400001 Co- Off: Parekh Vora Chambers, Ground Floor, 62 Nagindas Master Road, Fort, Mumbai - 400 001 Email: jmt_ltd@yahoo.co.in , info@qmt-india.com Tel No : +91 022 22675720/ 22655782 Website - www.jeetmachinetools.in

NOTICE OF POSTAL BALLOT

[Pursuant to Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014]

Dear Members,

NOTICE is hereby given pursuant to Section 108 and 110 of the Companies Act, 2013 (“Act”) and other applicable provisions of the Act and Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 as amended (including any statutory modification or reenactment thereof) read with General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 09/2023 dated 25 September, 2023 and 09/2024 dated September 19, 2024 issued by the Ministry of Corporate Affairs (hereinafter collectively referred to as “ MCA Circulars ”), Regulation 44 and other applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the SEBI Listing Regulations”), Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (“SS-2”) and any other applicable law, rules, circular, notification (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), that the Resolution as set out hereunder is proposed to be passed by voting by postal ballot and the Company accordingly seeks assent or dissent of the members only by way of remote e- voting.

Pursuant to Section102, 110 and other applicable provisions of the Act and the SS-2, the explanatory statement pertaining to the Special Resolution appended below, setting out the rationale, material facts and reasons concerning the proposal and relevant disclosures is annexed to this Postal Ballot Notice for your consideration and forms part of this Notice.

In terms of the requirements specified in the MCA Circular, this Postal Ballot Notice is being sent only through electronic mode to those Members whose names appear in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on Friday, February 28, 2025 (‘cut-off date’) and whose e-mail addresses are registered with the Company’s / MUFG Intime Private Limited, the Registrar & Share Transfer Agent of the Company / Depositories. In compliance with Regulation 44 of the Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the rules framed thereunder and the MCA Circular, the manner of voting on the proposed Resolution is restricted to e-voting only i.e. by casting votes electronically instead of submitting postal ballot form(s). Physical copy of this Notice, the Postal Ballot Form and pre-paid business reply envelope are not being sent to the Members for this Postal Ballot and the Members are requested to communicate their assent or dissent only through the remote e-voting system. The remote e-voting facility is available at www.evoting.nsdl.com being the e-voting platform of NSDL. If your e-mail address is not so registered, you are requested to follow the process specified in the notes below to receive login ID/password for remote e-voting. An explanatory statement pursuant to Section 102 (1) of the Act setting out detailed reasons and material facts concerning the resolution is annexed hereto.

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In compliance with the provisions of Section 108 and 110 of the Act read with Rules 20 and 22 of the Rules, as amended from time to time and the provisions of Regulation 44 of the SEBI Listing Regulations, the Company is pleased to provide remote e-voting facility to all its Members to enable them to cast their votes electronically on the Resolution set forth in this Postal Ballot Notice. The Company has engaged the services of National Securities Depository Limited (NSDL) for the said purpose. The instructions for remote e-voting are provided in this Postal Ballot Notice. This Postal Ballot Notice can also be accessed from the website of the Stock Exchanges, i.e. BSE Limited (‘BSE’) at www.bseindia.com and on the website of NSDL at www.evoting.nsdl.com and Company website at www.jeetmachinetools.in.

The remote e-voting shall commence on Tuesday, March 04, 2025 at 9.00 a.m. (IST) and end on Wednesday, April 02, 2025 at 5.00 p.m. (IST) During this period, Members of the Company holding shares as on Friday, February 28, 2025, the Cut-Off Date may cast their votes electronically. The voting shall not be allowed beyond the said date and time, and the remote e- voting module shall be disabled by NSDL upon expiry of the aforesaid period.

The Board of Directors of the Company has appointed Mr. Yogesh Dabholkar, proprietor of Yogesh D. Dabholkar & Co., Practicing Company Secretary, (CP No. 6752) as a Scrutinizer to scrutinize the postal ballot process and conduct the remote e-voting process in a fair and transparent manner.

The Scrutinizer will submit his report to the Chairperson of the Company (the “Chairperson”) or any other person authorized by her. The result of Postal Ballot will be announced on or before Friday, April 4, 2025 5:00 p.m. (IST). The result will also be placed on the Company’s website www.jeetmachinetools.in website of NSDL at www.evoting.nsdl.com and intimated to BSE Limited, where equity shares of the Company are listed. The Scrutinizer’s decision on the validity of the Postal Ballot shall be final.

Special Business:

Approval for sale, transfer, assignment and conveyance of the Company’s property pursuant to the provisions of Section 180(1)(a) of the Companies Act, 2013 and Regulation 37A(1) of the Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015.

To consider and if thought fit, to pass the following Resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 180(1)(a) and Section 110 of the Companies Act, 2013 (“Act”) read with Companies (Management and Administration) Rules, 2014, subject to other applicable provisions, if any of Companies Act, 2013, ( including any statutory modification or re-enactment thereof for the time being in force), provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Regulation 37A(1) and other applicable provisions of Memorandum and Articles of Association of the Company and subject to such other approvals, consents, permissions and sanctions as may be deemed necessary, the consent of the members be and is hereby accorded to Board of Directors for effecting the sale, transfer, assignment and conveyance of the Company’s property comprising the piece and parcel of land admeasuring about 1459 sq. meters in CTS No. 837 of village Mohile, together with building structures, rights and fixtures thereon with a clear and marketable title free from all encumbrance and claims (hereinafter referred to as “the said property”) to ARA Builders Private Limited, having its registered office at 102, 1[st] Floor, Rajveer Royals, Andheri Ghatkopar Link Road, Andheri East, Mumbai 400 093 (hereinafter referred to as Purchaser) for total consideration of Rs. 4,68,27,364/-(Rupees Four Crore Sixty Eight Lakhs

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Twenty Seven Thousand Three Hundred Sixty Four only) and subject to such terms and conditions as mutually agreed upon by the Company with the Buyer.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do such further acts, deeds and things as may be necessary including modifying, finalizing the terms and conditions and executing all such agreements, undertakings, contracts, deeds and other documents on behalf of the Company, file applications and make representation in respect thereof and seek approval from statutory/administrative authorities, in this regard as may be applicable and deal with any matters, take necessary steps in this matter as the Board may in its absolute discretion deem necessary, desirable and expedient to give effect to this resolution and to settle any question/difficulty that may arise in this regard and incidental thereto, without being required to seek any further consent or approval of the Members or otherwise to the end and intent that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution.

RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers conferred on it by or under this resolution to any Director or Officer(s) or Authorized Representative(s) of the Company with authorities as required, arranging delivery and execution of Contract, deeds, agreements and instruments.

By order of the Board of Directors For JEET MACHINE TOOLS LIMITED

Sd/- Kawaljit Singh Chawla Managing Director DIN: 00222203

March 1, 2025 Mumbai.

JEET MACHINE TOOLS LIMITED CIN: L28900MH1984PLC032859 Registered Office: 25 Ambalal Doshi Marg Hamam Street, Fort, Mumbai, Maharashtra 400023. Tel: +91 022 22675720 Website: www.jeetmachinetools.in

NOTES:

1. An Explanatory Statement pursuant to Section 102 (1) and 110 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder setting out material facts and reasons concerning the above proposed resolution is annexed hereto.

2. In compliance with the provisions of Section 108 and 110 of the Act read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the SEBI Listing Regulations and Secretarial Standard (SS)-2 issued by the Institute of Company Secretaries of India on General Meeting, the Company is offering Remote E-Voting (“e-voting”) facility to enable the Members to cast their votes electronically.

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1. The Board of Directors has decided Friday, February 28, 2025 as cut-off date (“cut-off date”) for ascertaining the names of the members entitled to receive this postal ballot notice and reckoning their right to vote through remote e-voting on the aforesaid resolution. Accordingly, only the members appearing on the register of members/record of the depositories on the cut-off date shall be entitled to vote on the proposed resolution mentioned above in proportion to the number of equity shares held on the cut-off date and hence this postal ballot notice is being sent to them through e-mail. A person who is not a member of the Company as on the cut-off date should treat the notice for information purposes only.

2. In view of the MCA Circulars, this postal ballot notice is being sent through e-mail only to those shareholders who have registered their e-mail address with the depository participant/depository or the Company. If you have not so registered your e-mail address, with the depository participant/depository or the Company, then such member may register the same by following the process as under:

3. This postal ballot notice is available on the website of the Company at www.jeetmachinetools.in, on website of Stock Exchanges i.e. BSE Ltd. This notice is also available on the website of NSDL at www.evoting.nsdl.com.

4. Members holding shares in electronic mode, who have not registered their email addresses are requested to register their email addresses with their respective Depository Participant (DP).

5. The Company has appointed Mr. Yogesh D. Dabholkar (FCS No. 6336 CP No. 6752), of Yogesh D. Dabholkar & Co., Practicing Company Secretaries as the Scrutinizer to conduct e- voting process in a fair and transparent manner. The Scrutinizer will submit his report to the Chairman of the Company (“the Chairman”) or any other person authorized by the Chairman, and the result will be announced within 48 working hours from the conclusion of the e-voting period i.e. on or before 5.00 p.m. on Friday, April 4, 2025. The results of the Postal Ballot will also be displayed at the Registered Office of the Company and posted on the Company’s website www.jeetmachinetools.in besides communicating to the Stock Exchange viz. BSE Ltd and Depositories.

6. Subject to receipt of the requisite number of votes, the resolution shall be deemed to have been passed on the last date of remote e-voting i.e. Wednesday, April 02, 2025.

7. The communication relating to remote e-voting containing details about User ID and Password, instructions and other information relating thereto is given in this Postal Ballot Notice.

8. The voting rights of Members shall be in proportion to their shares in the paid-up equity share capital of the company as on the cut-off date.

E-VOTING INTRUCTIONS FOR POSTAL BALLOT ARE AS UNDER

- 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

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- 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	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. 2. 3.	ExistingIDeASuser 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 ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period. If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com. Select“Register Online for IDeAS Portal”or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg. jsp 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 ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

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1. Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

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• Individual Shareholders 1. Users who have opted for CDSL Easi / Easiest facility, holding securities in demat can login through their existing user id and password. mode with CDSL 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.
• 1. 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.

	4. Alternatively, the user can directly access e-Voting page
	by providing Demat Account Number and PAN No. from
	a e-Voting link available onwww.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 evoting
	is in progress and also able to directly access the system
	of all e-Voting Service Providers.
Individual Shareholders	You can also login using the login credentials of your demat

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(holding securities in demat mode) login through their depository participants

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 evoting@nsdl.com 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 helpdesk.evoting@cdslindia.com 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. 4. 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*** thenyour user

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		ID is IN30012***.
	b) For Members who hold shares in	16 Digit Beneficiary ID
	demat account with CDSL.
		For example if your Beneficiary ID is
		12** then your user ID is
		12**
	c) For Members holding shares in	EVEN Number followed by Folio Number
	Physical Form.	registered with the company
		For example if folio number is 001***
		and EVEN is 101456 then user ID is
		101456001***
5.	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

• 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 evoting@nsdl.com 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.

• After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

• Now, you will have to click on “Login” button.

• After you click on the “Login” button, Home page of e-Voting will open.

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- 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 yddcsecretarial@gmail.com with a copy marked to evoting@nsdl.com. 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 to (Sanjeev Yadhav) at evoting@nsdl.com

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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 info@qmt-india.com.

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 info@qmt-india.com. If you are an Individual shareholders 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 .

1. Alternatively shareholder/members may send a request to evoting@nsdl.com for procuring user id and password for e-voting by providing above mentioned documents.

2. 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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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

The Company currently is struggling for meeting working capital requirements and day to day expenses due to which it intends to generate funds by disposing its asset. The Company has identified property which may be ‘substantial’ in terms of Section 180 (1) (a) of the Companies Act, 2013 and therefore requires members approval for disposal by way of Special Resolution.

After Covid Business of the company went down. Company’s products did not gain popularity after covid, increasing competitive environment from other competitors. The management of the Company tried it best to cope up with scenario but however, the performance did not improve.

After considering various options, the Board decided to sell the property in the overall best interest of all stakeholders. The Board of Directors of the Company, at its meeting held on Friday, February 14, 2025 approved the Company to sell, transfer, convey or of the company’s immovable property at Ajit Chambers, Mumbai ("Undertaking") to ARA Builders Private Limited, Mumbai (“Purchaser”) together with all specified tangible and intangible assets in relation to the Unit for a consideration of Rs. 4,68,27,364/- (Rupees Four Crores Sixty-Eight Lakhs Twenty Seven Thousand Three Hundred Sixty Four Only). Out of the abovesaid total consideration, the Company has received Rs. 1,85,00,000/- ( One Crore Eighty Five Lakhs only). The purchaser does not belong to Promoter/Promoter Group/Group Companies of Company. None of the Directors / shareholders and its relatives of the purchaser are related with the Promoter/Promoter Group.

The object and commercial rationale for sale of the said property will be utilised for purpose meeting working capital requirements and general business purposes.

Further, pursuant to the provisions of Section 180(1)(a) of the Companies Act, 2013 and Regulation 37A (1) of the of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company shall exercise the power to sell, of the whole or substantially whole of the undertaking of the Company, only with the consent of the Members by way of a Special Resolution.

Regulation 37A(1) of the of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 provides that resolution shall be acted upon only if the votes cast by the public shareholders in favour of the resolution exceed the votes cast by such public shareholders against the resolution and that no public shareholder shall vote on the resolution if he is a party, directly or indirectly, to such sale, lease or otherwise disposal of the of the undertaking.

The above proposal is in the interest of the Company and the Board recommends the special resolution set out under Item No.1 of this Postal Ballot Notice for Members approval.

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Except Mr. Kawaljit Singh Chawla, Mr. Rajkaran Chawla and Mr. Harveer Ajit Chawla and their relatives, none of the Directors and Key Managerial Personnel of the Company or their relatives, are concerned or interested, financial or otherwise, in the Special resolution except to the extent of their Shareholding in the Company, if any.

For JEET MACHINE TOOLS LIMITED

Sd/Kawaljit Singh Chawla Managing Director DIN: 00222203

Date: March 1, 2025 Place: Mumbai

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