Jindal Saw Ltd. — Capital/Financing Update 2023

Dec 15, 2023

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December 15, 2023

BSE Limited National Stock Exchange of India Limited, Corporate Relation Department Listing Department, 1st Floor, New Trading Ring Exchange Plaza, Rotunga Building Phiroze Jeejeebhoy Towers Bandra Kurla Complex Dalal Street, Bandra (East) Mumbai - 400 001 Mumbai – 400 051 Stock code: 500378 Stock code: JINDALSAW

Sub.: Intimation of Extra-ordinary General Meeting

Dear Sir/Madam,

With reference to our letter dated 14[th] December, 2023 on captioned subject, the notice calling the Extra-ordinary general meeting of the Company to be held on Friday, the 12[th] January, 2024 at 2.30 pm. at the registered office of the Company at A-1, UPSIDC, Industrial Area, Nandgaon Road, Kosi Kalan, Mathura, U.P. – 281403 is attached for information and record.

Thanking you,

Yours faithfully,

For JINDAL SAW LIMITED,

Digitally signed by SUNIL KUMAR JAIN SUNIL DN: c=IN, postalCode=110087, st=DELHI, street=WEST DELHI, l=WEST DELHI, o=Personal, serialNumber=cae3445e545680b5a6a2b3c48701d efa014a81587d8bcfac5d63574d4c845c00, KUMAR pseudonym=a7d1dc38ba454cf08f3ed12bff9947f4, 2.5.4.20=f3920032fcfecff0d9cf750fe7967b752ec36 4a68d4ef72da6ace99afc8dde4c, JAIN email=SUNIL.JAIN@JINDALSAW.COM, cn=SUNIL KUMAR JAIN Date: 2023.12.15 15:27:00 +05'30'

Sunil K. Jain Company Secretary FCS- 3056

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CIN: L27104UP1984PLC023979

Registered office: A-1, UPSIDC Industrial Area, Nandgaon Road, Kosi Kalan, Dist- Mathura- 281403 Corporate office: Jindal Centre 12, Bhikaiji Cama Place, New Delhi -110066

Email :Investors@jindalsaw.com, Website: www.jindalsaw.com Phone: +91-11-41462000, 61463544/827, Fax: +91-11-61463666.

NOTICE

NOTICE is hereby given that an Extraordinary General Mee�ng of the Members of Jindal Saw Limited will be held on Friday, 12th January, 2024 at 2.30 p.m. at the registered office of the Company at A-1, UPSIDC Industrial Area, Nandgaon Road, Kosi Kalan, Dist- Mathura- 281403, U�ar Pradesh to transact the following special business:-

To Approve raising of capital by way of a qualified ins�tu�ons placement to eligible investors through an issuance of equity shares or other eligible securi�es for an amount aggrega�ng up to 1,000 crore.₹

To consider and, if thought fit, to pass with or without modifica�on(s) the following resolu�on as a Special Resolu�on:

“ RESOLVED THAT in supersession of the resolu�on passed by the shareholders on June 20, 2023 and pursuant to the provisions of Sec�ons 23, 42, 62(1)(c), 71, 179 and other applicable provisions, if any, of the Companies Act, 2013 (' Companies Act '), the Companies (Prospectus and Allotment of Securi�es) Rules, 2014, the Companies (Share Capital and Debentures) Rules, 2014 and other rules and regula�ons framed thereunder (including any amendments, statutory modifica�on(s) and/ or re-enactment(s) thereof for the �me being in force), the relevant provisions of the Securi�es and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regula�ons, 2018 (including any amendment, modifica�on, varia�on or re-enactment thereof) ( 'ICDR Regula�ons' ) and in accordance with the provisions of the Memorandum of Associa�on and Ar�cles of Associa�on of the Company, the Securi�es and Exchange Board of India (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 (' Lis�ng Regula�ons '), as amended, to the extent applicable, the lis�ng agreement(s) entered into by the Company with the stock exchanges on which the equity shares having face value of ₹ 2 each of the Company (' Equity Shares ') are listed, the provisions of the Foreign Exchange Management Act, 1999, including any amendments, statutory modifica�on(s) and/ or re-enactment(s) thereof (' FEMA '), the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 and Foreign Exchange Management (Debt Instruments) Regula�ons, 2019, as amended, the current Consolidated FDI Policy issued by the Department for Promo�on of Industry and Internal Trade, Ministry of Commerce and Industry, Government of India (' GOI '), and all other applicable statutes, rules, regula�ons, guidelines, no�fica�ons, circulars and clarifica�ons as may be applicable, as amended from �me to �me, issued by the GOI, Ministry of Corporate Affairs (' MCA '), the Reserve Bank of India (' RBI '), BSE Limited and Na�onal Stock Exchange of India Limited (' Stock Exchanges '), the Securi�es and Exchange Board of India (' SEBI '), the Registrar of Companies, Kanpur (' RoC ') and/ or any other regulatory/ statutory authori�es, in India or abroad from �me to �me, to the extent applicable and subject to such approvals, permits, consents and sanc�ons of any regulatory/ statutory authori�es and guidelines and clarifica�ons issued thereon from �me to �me and subject to such condi�ons and modifica�ons as may be prescribed by any of them while gran�ng such approvals, permissions, consents and sanc�ons, which may be agreed to by the Board of Directors of the Company (hereina�er referred to as the ' Board ' which term shall be deemed to include any commi�ee of the Board of Directors of the Company duly cons�tuted by the Board to exercise its powers including powers conferred under this resolu�on) and subject to any other altera�ons, modifica�ons, condi�ons, changes and varia�ons that may be decided by the Board in its absolute discre�on, the consent of the membersbe and is

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hereby accorded to the Board to create, offer, issue and allot (including with provisions for reserva�ons on firm and/ or compe��ve basis, for such part of issue and for such categories of persons as may be permi�ed by applicable law) with or without green shoe op�on, such number of Equity Shares and / or other securi�es conver�ble into Equity Shares (including warrants, or otherwise), (hereina�er referred to as ' Securi�es '), or any combina�on thereof, in one or more tranches, in terms of the applicable regula�ons and as permi�ed under the applicable laws, in such manner in consulta�on with the book running lead manager(s) (" BRLM(s) ”) and/or other advisor(s) or otherwise, for an aggregate amount up to ₹1,000 crores (Rupees One Thousand Crores Only) or an equivalent amount thereof (inclusive of such premium as may be fixed on such Securi�es) at such price or prices as may be permissible under applicable law by way of one or more qualified ins�tu�ons placement(s) (' QIP ') in accordance with the provisions of Chapter VI of the ICDR Regula�ons, or through any other permissible mode and/or combina�on thereof as may be considered appropriate under applicable law, to such investors that may be permi�ed to invest in such issuance of Securi�es, including eligible qualified ins�tu�onal buyers (' QIBs ') (as defined in the ICDR Regula�ons), foreign/resident investors (whether ins�tu�ons, incorporated bodies, mutual funds, individuals or otherwise), venture capital funds (foreign or Indian), alternate investment funds, foreign por�olio investors, qualified foreign investors, Indian and/ or mul�lateral financial ins�tu�ons, mutual funds, insurance companies, non-resident Indians, stabilizing agents pension funds and/or any other categories of investors, whether or not such investors are members of the Company, to all or any of them, jointly or severally through an offer/preliminary placement document / placement document and/or other le�er or circular as may be deemed appropriate, in the sole discre�on by the Board in such manner and on terms and condi�ons, including the terms of the issuance, security, fixing of record date, and at such price, whether at prevailing market price(s) or at a premium or discount to market price as may be permi�ed under applicable law and/or as may be permi�ed by the relevant regulatory / statutory authority, with authority to retain oversubscrip�on up to such percentage as may be permi�ed under applicable regula�ons, in such manner and on such terms as may be deemed appropriate by the Board at its absolute discre�on (the ' Issue ') at the �me of such issue and allotment considering the prevailing market condi�ons and other relevant factors in consulta�on with the BRLM(s) and/ or underwriter(s) and/ or other advisor (s) to be appointed by the Company for such issue and without requiring any further approval or consent from the shareholders.

RESOLVED FURTHER THAT pursuant to the above-men�oned resolu�on:

• (a) the Securi�es proposed to be issued, offered and allo�ed shall be fully paid up and in dematerialized form and shall be subject to the provisions of the Memorandum and Ar�cles of Associa�on of the Company, the Companies Act and other applicable laws;

• (b) the Equity Shares that may be issued by the Company shall rank pari passu with the exis�ng Equity Shares of the Company in all respects including en�tlement to dividend and vo�ng rights, if any, from the date of allotment thereof be subject to the requirements of all applicable laws and shall be subject to the provisions of the Memorandum and Ar�cles of Associa�on of the Company;

• (c) the number and/or price of the Equity Shares to be issued on conversion of Securi�es conver�ble into Equity Shares shall be appropriately adjusted for corporate ac�ons such as bonus issue, rights issue, stock split, merger, demerger, transfer of undertaking, sale of division, reclassifica�on of equity shares into other securi�es, issue of equity shares by way of capitaliza�on of profits or reserves or any such capital or corporate re-organisa�on or restructuring; and

• (d)

• t the aforesaid minimum percentage or part thereof, such minimum por�on may be allo�ed to other QIBs.

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RESOLVED FURTHER THAT in terms of Chapter VI of the ICDR Regula�ons, the allotment of Securi�es shall only be to QIBs as defined in the ICDR Regula�ons and shall be completed within a period of 365 days from the date of passing of this special resolu�on by the shareholders of the Company or such other �me as may be allowed under the ICDR Regula�ons from �me to �me. The Company shall not undertake any subsequent QIP un�l the expiry of two weeks or such other �me as may be prescribed in the ICDR Regula�ons, from the date of prior QIP made pursuant to one or more special resolu�ons.

RESOLVED FURTHER THAT subject to applicable law, in terms of Chapter VI of the ICDR Regula�ons, the relevant date for the purpose of pricing of the Equity Shares shall be the date of the mee�ng in which the Board or any other commi�ee duly authorized by the Board decides to open the QIP of Equity Shares as Securi�es and in case Securi�es are eligible conver�ble securi�es, then either the date of the mee�ng in which the Board or duly authorized Commi�ee decides to open the proposed issue or the date on which holders of Securi�es become eligible to apply for Equity Shares, as may be determined by the Board or duly authorized Commi�ee or such date as may be permi�ed under ICDR Regula�ons.

RESOLVED FURTHER THAT the Securi�es shall not be eligible to be sold by the allo�ee for a period of one year from the date of allotment, except on a recognized stock exchange, or such other �me except as may be allowed under the ICDR Regula�ons from �me to �me and no single allo�ee shall be allo�ed more than fi�y per cent of the issue size and the minimum number of allo�ees shall be as per the ICDR Regula�ons. Furthermore, the tenure of conver�ble or exchangeable Securi�es issued shall not exceed sixty months from the date of allotment.

RESOLVED FURTHER THAT any issue of Securi�es made by way of a QIP under Chapter VI of ICDR Regula�ons shall be at such price which is not less than the price determined in accordance with the pricing formula provided under Chapter VI of the ICDR Regula�ons (' QIP Floor Price '). Furthermore, the Board may, at its absolute discre�on and in consulta�on with the BRLM(s), also offer a discount of not more than 5% (five per cent) or such other percentage as may be permi�ed under applicable law to the QIP Floor Price subject to the approval of the shareholders of the Company by way of a special resolu�on.

RESOLVED FURTHER THAT the price determined for the QIP shall be subject to appropriate adjustments as per the provisions of the ICDR Regula�ons, if required.

RESOLVED FURTHER THAT the Board shall have the authority and power to accept any modifica�on in the proposal as may be required or imposed by SEBI/Stock Exchanges where the shares of the Company are listed or such other appropriate authori�es at the �me of according/gran�ng their approvals to issue, allotment and lis�ng thereof and as agreed to by the Board.

RESOLVED FURTHER THAT without prejudice to the generality of the above, subject to applicable laws and subject to approval, consents, permissions, if any, of any governmental body, authority or regulatory ins�tu�on including any condi�ons as may be prescribed in gran�ng such approval or permissions by such governmental authority or regulatory ins�tu�on, the aforesaid Securi�es may have such features and a�ributes or any terms or combina�on of terms to provide for the tradability and free transferability thereof as per applicable law and prevailing prac�ces and regula�ons in the capital markets including but not limited to the terms and condi�ons in rela�on to payment of dividend, terms pertaining to vo�ng rights, share premium and the Board, subject to applicable laws, regula�ons and guidelines, be and is hereby authorised in its absolute discre�on, in such manner as it may deem fit, to dispose of such of the Securi�es that are not subscribed in accordance with applicable law.

RESOLVED FURTHER THAT for the purpose of giving effect to the Issue, the Board be and is hereby authorized, on behalf of the Company, and in consulta�on with the BRLM(s), to take all ac�ons and do all such acts, deeds, ac�ons and sign such documents as may be required in furtherance of, or in rela�on to, or ancillary to, the Issue, including the finaliza�on and

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approval of the dra� as well as preliminary placement document, the placement document, any offering document, and any addenda or corrigenda thereto, as applicable, with any applicable regulatory authori�es or agencies, as may be required, determining the form and manner of the Issue, terms of the Issue, iden�fica�on and class of the investors to whom the Securi�es are to be offered, u�liza�on of the issue proceeds and if the issue size exceeds ₹ 100 crore, the Board must make arrangements for the use of proceeds of the issue to be monitored by a credit ra�ng agency registered with SEBI, in accordance with ICDR Regula�ons, authorising any Director(s) or Officer(s) of the Company to sign preliminary placement document, the placement document, any offering document, execute any necessary documents, agreements, forms, deeds, appointment of intermediaries, open and close the period of subscrip�on of the Issue, determine the issue price (including premium, if any), number of Securi�es, discount on the issue price, premium amount on issue and all other terms and condi�ons of the Securi�es, signing of declara�ons, file any necessary forms with regulatory authori�es and allot the Securi�es and to amend, vary or modify any of the above as the Board may consider necessary, desirable or expedient and to take such steps and to do all such acts, deeds, ma�ers and things as they may deem fit and proper for the purposes of the Issue and resolve and se�le or give instruc�ons or direc�ons for se�ling all ques�ons or difficul�es that may arise in regard to such Issue 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 resolu�on. Furthermore, all ac�ons taken by the Board or any commi�ee cons�tuted by the Board to exercise its powers, in connec�on with any ma�er(s) referred to or contemplated in any of these resolu�ons be and are hereby approved.

RESOLVED FURTHER THAT the Board be and is hereby authorised to appoint /engage BRLM(s), underwriters, depositories, custodians, registrars, bankers, lawyers, advisors, credit ra�ng agencies, monitoring agency and any other intermediaries, agencies and professionals as may be required to be appointed, involved or concerned in such Issue and to remunerate them by way of commission, brokerage, fees or the like and also to reimburse them out of pocket expenses incurred by them and also to enter into and execute all such arrangements, agreements, memoranda, documents, etc. with such agencies and to seek the lis�ng of such Securi�es issued on the Stock Exchanges.

RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate (to the extent permi�ed by law) all or any of the powers herein conferred by this resolu�on herein to any commi�ee of directors or any director(s) of the Company, in such manner as they may deem fit in their absolute discre�on with the power to take such steps and to do all such acts, deeds, ma�ers and things as they may deem fit and proper for the purposes of the Issue and se�le any ques�ons or difficul�es that may arise in this regard to the Issue and to give effect to such modifica�ons, changes, varia�ons, altera�ons, dele�ons or addi�ons as may be deemed fit and proper in the best interest of the Company.”

Place: New Delhi Date: 14th December, 2023

By order of the Board for JINDAL SAW LTD.

Regd. Office: A-1, UPSIDC Indl. Area Nandgaon Road, Kosi Kalan Dis�. Mathura (U.P.)-281 403 CIN-L27104UP1984PLC023979

SUNIL K. JAIN Company Secretary Membership No.: F-3056

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NOTES :

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ABOVE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON BEHALF OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. PROXIES, IN ORDER TO BE VALID & EFFECTIVE, MUST BE RECEIVED BY THE COMPANY AT THE REGISTERED OFFICE NOT LATER THAN FORTY EIGHT HOURS BEFORE THE COMMENCEMENT OF THE ABOVE MEETING.

A person can act as a proxy on behalf of members not exceeding fi�y and holding in aggregate not more than ten percent of the total share capital of the company carrying vo�ng rights. A member holding more than ten percent of the total share capital of the company carrying vo�ng rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.

1. For the convenience of members the route map of the venue of the mee�ng is depicted at the end of the No�ce.

2. Corporate members intending to send their authorized representa�ves to a�end the mee�ng are requested to send to the Company a cer�fied copy of the Board Resolu�on authorizing their representa�ve to a�end and vote on their behalf at the mee�ng.

3. Members who hold shares in physical form in mul�ple folios in iden�cal names or joint holding in the same order of names are requested to send the share cer�ficates to the Company's Registrar and Transfer Agents, for consolida�on into a single folio.

4. The Explanatory Statement pursuant to sec�on 102(1) of the Companies Act, 2013 rela�ng to Special Business to be transacted is annexed hereto.

5. Relevant documents referred to in the accompanying No�ce and the Statement are open for inspec�on by the Members at the Registered Office of the Company on all working days, except Saturdays and Sundays, during business hours up to the date of the Mee�ng.

6. The members are requested to no�fy promptly any change in their address to the Company or their depository par�cipant, as the case may be.

7. Members are en�tled to make nomina�on in respect of shares held by them in physical form as per the provisions of sec�on 72 of the Companies Act, 2013. Members desirous of making nomina�on are requested to send Form SH-13 either to the Company or its Registrar and Share Transfer Agent. Members holding shares in DEMAT form may contact their respec�ve Depository Par�cipant for recording nomina�on in respect of their shares.

Members are requested to note that pursuant to direc�ons given by SEBI/Stock Exchanges, the Company has appointed M/s RCMC Share Registry Pvt. Ltd., B-25/1, 1st Floor, Okhla Industrial Area, Phase-II, New Delhi-110020 as Registrar and Transfer Agent to look a�er the work related to shares held in physical as well as demat mode.

1. The Securi�es and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every par�cipant in securi�es market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Par�cipants with whom they are maintaining their demat accounts. Members holding shares in physical form shall provide their PAN details to the Company/Registrars and Transfer Agent, M/s RCMC Share Registry Pvt. Ltd.

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1. As per SEBI mandate for no transfer of shares except in case of transmission or transposi�on of securi�es, requests for effec�ng transfer of securi�es shall not be processed unless the securi�es are held in the dematerialized form with a depository.

2. As per various amended circulars issued by MCA and SEBI from �me to �me, No�ce of the EGM is being sent through electronic mode to those Members whose email addresses are registered with the Company/ Depositories and physical copies to all other Members whose email addresses are not registered with the Company/Depositories.Members may note that the No�ce is also available on the Company's website www.jindalsaw.com, websites of the Stock Exchanges i.e. BSE Limited and Na�onal Stock Exchange of India Limited at www.bseindia.comand www.nseindia.com respec�vely.

3. In terms of Sec�on 108 of the Companies Act, 2013 read with rule 20 of the Companies (Management and Administra�on) Rules, 2014, the Company has engaged the services of Na�onal Securi�es & Depository Limited (NSDL) to provide the facility of electronic vo�ng ('e-vo�ng') in respect of the resolu�on proposed at this EGM. Mr. Awanish K. Dwivedi of M/s Awanish Dwivedi & Associates, Company Secretaries, New Delhi shall act as the Scru�nizer for this purpose.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING ARE AS UNDER:-

The remote e-vo�ng period begins on Tuesday, 9thJanuary, 2024 at 09:00 A.M. and ends on Thursday, 11thJanuary, 2024 at 05:00 P.M. The remote e-vo�ng module shall be disabled by NSDL for vo�ng therea�er. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. 5thJanuary, 2024, may cast their vote electronically. The vo�ng right of shareholders shall be in propor�on to their share in the paid-up equity share capital of the Company as on the cut-off date, being 5thJanuary,2024.

- How do I vote electronically using NSDL e Vo�ng system?

The way to vote electronically on NSDL e-Vo�ng system consists of “Two Steps” which are men�oned below:

- Step 1: Access to NSDL e Vo�ng system

A) Login method for e-Vo�ng for Individual shareholders holding securi�es in demat mode

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

Login method for Individual shareholders holding securi�es in demat mode is given below:

Type of shareholders Login Method

Type of shareholders	Login Method
Individual Shareholders ~~ho~~lding securi�es in demat mode with NSDL.	1. IDeAS Exis�ng user can visit the e-Services website of NSDL Viz. h�ps://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Benefcial Owner”icon under “Login”which is available under'IDeAS'sec�on , this will prompt you to enter your exis�ng User ID and Password. A�er successful authen�ca�on,

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you will be able to see e-Vo�ng services under Value added services. Click on “Access to e-Vo�ng” under e-Vo�ng services and you will be able to see e-Vo�ng page. Click on company name or e-Vo�ng service provider i.e. NSDL and you will be re-directed to e-Vo�ng website of NSDL for cas�ng your vote during the remote e-Vo�ng period, if you are not registered for IDeAS e-Services, op�on to register is available at h�ps://eservices.nsdl.com. Select “Register Online for IDeAS P o r t a l ” o r c l i c k a t h�ps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 2. Visit the e-Vo�ng website of NSDL. Open web browser by typing the following URL: h�ps://www.evo�ng.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Vo�ng system is launched, click on the icon “Login” which is available under 'Shareholder/Member' sec�on. 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 Verifica�on Code as shown on the screen. A�er successful authen�ca�on, you will be redirected to NSDL Depository site wherein you can see e-Vo�ng page. Click on company name or e-Vo�ng service provider i.e. NSDL and you will be redirected to e-Vo�ng website of NSDL for cas�ng your vote during the remote e-Vo�ng period.

1. Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code men�oned below for seamless vo�ng experience.

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Individual Shareholders holding securi�es in demat mode with CDSL

1. Exis�ng users who have opted for Easi / Easiest, they can login through their user id and password. Op�on will be made available to reach e-Vo�ng page without any further authen�ca�on. The URL for users to login to Easi / Easiest are h �p s : / / w e b . c d s l i n d i a . c o m / my e a s i / h o m e / l o g i n o r www.cdslindia.com and click on New System Myeasi.

2. A�er successful login of Easi/Easiest the user will be also able to see the E Vo�ng Menu. The Menu will have links of e-Vo�ng service provider i.e. NSDL. Click on NSDL to cast your vote.

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3. If the user is not registered for Easi/Easiest, op�on to register is available at h�ps://web.cdslindia.com/myeasi/Registra�on/EasiRegistra�on 4. Alterna�vely, the user can directly access e-Vo�ng page by providing demat Account Number and PAN No. from a link inwww.cdslindia.com home page. The system will authen�cate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. A�er successful authen�ca�on, user will be provided links for the respec�ve ESP i.e.NSDLwhere the e-Vo�ng is in progress.

Individual Shareholders (holding securi�es in demat mode) login through their depository par�cipants

You can also login using the login creden�als of your demat account through your Depository Par�cipant registered with NSDL/CDSL for e-Vo�ng facility. Upon logging in, you will be able to see e-Vo�ng op�on. Click on e-Vo�ng op�on, you will be redirected to NSDL/CDSL Depository site a�er successful authen�ca�on, wherein you can see e-Vo�ng feature. Click on company name or e-Vo�ng service provider i.e. NSDL and you will be redirected to e-Vo�ng website of NSDL for cas�ng your vote during the remote e-Vo�ng period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password op�on available at abovemen�oned website.

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

	Login type	Helpdesk details
	Individual Shareholders holding securi�es in demat mode with NSDL	Members facing any sending a request at or 1800224430	technical issue in login can contact NSDL helpdesk by or call at toll free no. : 18001020990 evo�ng@nsdl.co.in
	Individual Shareholders holding securi�es in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at or contact at helpdesk.evo�ng@cdslindia.com 022- 23058738 or 022-23058542-43

B) Login Method for e-Vo�ng for shareholders other than Individual shareholders holding securi�es in demat mode and shareholders holding securi�es in physical mode.

How to Log-in to NSDL e-Vo�ng website?

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1. Visit the e-Vo�ng website of NSDL. Open web browser by typing the following URL: h�ps://www.evo�ng.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Vo�ng system is launched, click on the icon “Login” which is available under 'Shareholder/Member' sec�on.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verifica�on Code as shown on the screen.

Alterna�vely, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at h�ps://eservices.nsdl.com/ with your exis�ng IDEAS login. Once you log-in to NSDL eservices a�er using your log-in creden�als, click on e-Vo�ng and you can proceed to Step 2 i.e. Cast your vote electronically.

1. Your User ID details are given below :

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 Benefciary ID For example if your Benefciary 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:

2. a) If you are already registered for e-Vo�ng, then you can use your exis�ng password to login and cast your vote.

3. b) If you are using NSDL e-Vo�ng system for the first �me, you will need to retrieve the 'ini�al password' which was communicated to you. Once you retrieve your 'ini�al password', you need to enter the 'ini�al password' and the system will force you to change your password.

4. c) How to retrieve your 'ini�al password'?

   • (I) If your email ID is registered in your demat account or with the company, your 'ini�al 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 a�achment 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 'ini�al password'.

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

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1. If you are unable to retrieve or have not received the “ Ini�al password” or have forgo�en your password: a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) op�on available on www.evo�ng.nsdl.com.

   • b) Physical User Reset Password?” (If you are holding shares in physical mode) op�on available on www.evo�ng.nsdl.com.

   • c) If you are s�ll unable to get the password by aforesaid two op�ons, you can send a request at evo�ng@nsdl.co.in men�oning your demat account number/folio number, your PAN, your name and your registered address etc.

2. d) Members can also use the OTP (One Time Password) based login for cas�ng the votes on the e-Vo�ng

3. . system of NSDL.

4. A�er entering your password, �ck on Agree to “Terms and Condi�ons” by selec�ng on the check box.

5. Now, you will have to click on “Login” bu�on.

6. A�er you click on the “Login” bu�on, Home page of e-Vo�ng will open.

General Guidelines for shareholders

1. Ins�tu�onal shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolu�on/ Authority le�er etc. with a�ested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scru�nizer through an e-mail to awanishcorporate@gmail.com with a copy marked to evo�ng@nsdl.co.in. Ins�tu�onal shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolu�on / Power of A�orney / Authority Le�er etc. by clicking on "Upload Board Resolu�on / Authority Le�er" displayed under "e-Vo�ng" 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 confiden�al. Login to the e-vo�ng website will be disabled upon five unsuccessful a�empts 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?” op�on available on www.evo�ng.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Ques�ons (FAQs) for Shareholders and e-vo�ng user manual for Shareholders available at the download sec�on of www.evo�ng.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to NSDL Officials at : evo�ng@nsdl.co.in

Step 2:

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registra�on of e mail ids for e-vo�ng for the resolu�on set out in this no�ce :

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share cer�ficate (front and back), PAN (self a�ested scanned copy of PAN card), AADHAR (self a�ested scanned copy of Aadhar Card) by email to (investors@jindalsaw.com).

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1. 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 a�ested scanned copy of PAN card), AADHAR (self a�ested scanned copy of Aadhar Card) to (investors@jindalsaw.com.). If you are an Individual shareholder holding securi�es in demat mode, you are requested to refer to the login method explained at step 1 (A ) i.e. Login method for e-Vo�ng for Individual shareholders holding securi�es in demat mode .

2. Alterna�vely shareholder/members may send a request to evo�ng@nsdl.co.in for procuring user id and password for e-vo�ng by providing above men�oned documents.

Other Instruc�ons:

A. The e-vo�ng period commences at 9.00 a.m. on Tuesday, 9thJanuary, 2024 and ends at 5.00 p.m. on Thursday, 11thJanuary, 2024. During this period shareholders of the Company holding shares either in physical form or in dematerialized form, as on the cut-off date of 5thJanuary, 2024 may cast their vote electronically. The e-vo�ng module shall be disabled by NSDL for vo�ng therea�er.

B. The vo�ng right of shareholders shall be in propor�on to their shares of the paid-up equity share capital of the Company as on the cut-off date of 5thJanuary, 2024.

C. Mr. Awanish K. Dwivedi of M/s Awanish Dwivedi & Associates, Company Secretaries, New Delhi has been appointed as the Scru�nizer to scru�nize the vo�ng through poll at EGM and remote e-vo�ng process in a fair and transparent manner.

D. The Scru�nizer shall a�er the conclusion of vo�ng at EGM, first count the votes cast at the mee�ng, therea�er unblock the votes cast through remote e-vo�ng in the presence of at least two (2) witnesses not in employment of the Company and shall not later than two working days submit a consolidated scru�nizer's report of the total votes cast in favour and against, if any, forthwith to the Chairperson of the mee�ng or any other person authorized by him.

E. The Results declared along with the scru�nizer's report shall be placed on the Company's website www.jindalsaw.com and on the website of NSDL within 2 (two) working days of conclusion of the EGM of the Company and communicated to the NSE and BSE where Company's equity shares are listed.

Place: New Delhi Date: 14th December, 2023

By order of the Board for JINDAL SAW LTD.

Regd. Office: A-1, UPSIDC Indl. Area Nandgaon Road, Kosi Kalan Dis�. Mathura (U.P.)-281 403 CIN-L27104UP1984PLC023979

SUNIL K. JAIN Company Secretary Membership No.: F-3056

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

The Company foresees growth opportuni�es in its exis�ng market and con�nues to evaluate op�ons to improve its market share and accelerate its business growth. Towards this, the Company con�nues to require capital for achieving such growth and expansion. Accordingly, our Company intends to undertake a capital raise by way of one or more qualified ins�tu�ons placement to eligible investors through an issuance of equity shares or other eligible securi�es and use the proceeds from the Issue, towards one or more of the following: the pre-payment and / or repayment of borrowings of the Company (par�ally or fully) and general corporate purposes.

The Company shall u�lise the proceeds from the QIP (a�er adjustment of expenses related to the QIP, if any) (“ Net Proceeds ”) at various stages, towards one or more, or a combina�on of the following: (a) pre-payment and / or repayment of borrowings of the Company (par�ally or fully); and (b) general corporate purposes, provided that not more than 25% of the proceeds of the QIP shall be u�lized towards general corporate purposes.

The Net Proceeds are expected to be deployed by or before Fiscal Year 2026. The details for deployment of funds will be specifically men�oned in the preliminary placement document/ placement document in terms of applicable circulars of BSE and NSE, in this regard.

The Net Proceeds are earmarked in a manner that up to 10% of the amount received, net of expenses, will be u�lised for general corporate purposes and remaining 90% of the amount received, net of expenses, will be u�lised for pre-payment and/or repayment of borrowings as stated above. While the amounts proposed to be u�lised against each of the objects have been specified above, there may be a devia�on of +/- 10% depending upon future circumstances, in terms of NSE no�ce No. NSE/ CML/2022/56 and BSE no�ce No. 20221213-47 each dated December 13, 2022, as the objects are based on management es�mates and other commercial and technical factors.

The aforemen�oned objects are dependent on a variety of factors such as �ming of comple�on of the QIP, budgets, financial, market and sectoral condi�ons, business performance and strategy, compe��on, interest or exchange rate fluctua�ons and other external factors, which may not be within the control of the Company, market condi�ons, and other external factors etc., and may result in modifica�ons to the proposed schedule for u�lisa�on of the Net Proceeds at the discre�on of the Board, subject to compliance with applicable laws.

Pending u�lisa�on of the proceeds from the QIP, the Company shall invest such proceeds in [money market instruments including debt mutual funds, deposits in scheduled commercial banks or in short-term debt or long-term debt or such other methods as per applicable law and other instruments in accordance with the Board.]

Accordingly, as approved by the board of directors of the Company (“ Board ”) at their mee�ng held on 14th December, 2023 and in order to fulfill the aforesaid objects of the Company, it is hereby proposed to have an enabling approval for raising funds by way of issuance of equity shares of face value ₹ 2 each (“ Equity Shares ”), and / or other securi�es conver�ble into Equity Shares (including warrants, or otherwise), (collec�vely referred to as “ Securi�es ”) or any combina�on thereof, in one or more tranches, in terms of the applicable regula�ons and as permi�ed under the applicable laws, in such manner in consulta�on with the BRLM(s) and/or other advisor(s) or otherwise, for an aggregate amount up to ₹1,000 crores (Rupees One Thousand Crores Only) or an equivalent amount thereof (inclusive of such premium as may be fixed on such Securi�es) at such price or prices as may be permissible under applicable law by way of one or more qualified ins�tu�ons placement (' QIP ') in accordance with the provisions of Chapter VI of the Securi�es and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regula�ons, 2018 (including any amendment, modifica�on, varia�on or re-enactment thereof) (' ICDR Regula�ons '). The issue of Securi�es may be at such price, whether at prevailing market price(s) or at a premium or discount to market price as may be permi�ed under applicable law and to such classes of investors as the Board (including any duly authorized commi�ee thereof)

12

may in its absolute discre�on decide, having due regard to the prevailing market condi�ons and any other relevant factors and wherever necessary, in consulta�on with BRLM(s) and other agencies that may be appointed by the Company, subject to the ICDR Regula�ons, Companies Act, 2013 and other applicable guidelines, no�fica�ons, rules and regula�ons.

The Board (including any duly authorized commi�ee thereof) may at their discre�on adopt any one or more of the mechanisms prescribed above to meet its objec�ves as stated in the aforesaid paragraphs without the need for fresh approval from the members of the Company. The proposed issue of capital is subject to, inter alia, the applicable statutes, rules, regula�ons, guidelines, no�fica�ons, circulars and clarifica�ons, as amended from �me to �me, issued by the Securi�es and Exchange Board of India, the BSE and Na�onal Stock Exchange (“ Stock Exchanges ”), Reserve Bank of India, Ministry of Corporate Affairs, Government of India, Registrar of Companies, Kanpur, to the extent applicable, and any other approvals, permits, consents and sanc�ons of any regulatory/ statutory authori�es and guidelines and clarifica�ons issued thereon from �me to �me.

The Issue is made through a qualified ins�tu�ons placement shall be undertaken in terms of the SEBI ICDR Regula�ons as follows:

• i. the allotment of Securi�es shall only be made to qualified ins�tu�onal buyers (“ QIBs ”) as defined under ICDR Regula�ons;

• ii. the allotment of the Securi�es shall be completed within 365 days from the date of passing of the special resolu�on by the shareholders of the Company in accordance with the ICDR Regula�ons and applicable laws;

• iii. a minimum of 10% of the Securi�es shall be allo�ed to mutual funds and if mutual funds do not subscribe to the aforesaid minimum percentage or part thereof, such minimum por�on may be allo�ed to other QIBs;

• iv. the “relevant date” for the purposes of pricing of the Securi�es to be issued and allo�ed in the proposed QIP shall be the date of the mee�ng in which the Board or a duly authorised commi�ee decides to open the proposed QIP of equity shares as eligible securi�es; subsequent to the receipt of members' approval in terms of provisions of the Act and other applicable laws, rules, regula�ons and guidelines in rela�on to the proposed issue of the Equity Shares; and at such price being not less than the price determined in accordance with the applicable provisions of Regula�on 176(1) provided under Chapter VI of the SEBI ICDR Regula�ons; and in case eligible securi�es are eligible conver�ble securi�es, then either the date of the mee�ng in which the Board or a duly authorized commi�ee of the Board decides to open the proposed issue or the date on which the holders of such eligible conver�ble securi�es become en�tled to apply for the equity shares as provided under the ICDR Regula�ons;

• v. the equity shares of the same class, which are proposed to be allo�ed through qualified ins�tu�ons placement or pursuant to conversion or exchange of eligible securi�es offered through qualified ins�tu�ons placement, have been listed on a stock exchange for a period of at least one year prior to the date of issuance of no�ce to its shareholders for convening the mee�ng to pass the special resolu�on;

• vi. An issuer shall be eligible to make a qualified ins�tu�ons placement if any of its promoters or directors is not a fugi�ve

• vii. no single allo�ee shall be allo�ed more than 50% of the QIP size and the minimum number of allo�ees shall be in accordance with the ICDR Regula�ons. It is clarified that qualified ins�tu�onal buyers belonging to the same group or who are under same control shall be deemed to be a single allo�ee;

viii. the Securi�es to be offered and allo�ed shall be in dematerialized form and shall be allo�ed on fully paid up basis;

• ix. a discount of not more than 5% (five per cent) or such other percentage as may be permi�ed under applicable law to the floor price may be provided in terms of the SEBI ICDR Regula�ons;

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• x. the Securi�es allo�ed shall not be eligible for sale by the allo�ee for a period of one year from the date of allotment, except on a recognized stock exchange, or except as may be permi�ed from �me to �me; and

• xi. The Company shall not undertake any subsequent QIP un�l the expiry of two weeks from the date of the QIP to be undertaken pursuant to the special resolu�on passed at this mee�ng.

Further, Sec�on 62(1)(c) of the Companies Act, 2013 provides, inter alia, that when it is proposed to increase the issued capital of a company by allotment of further equity shares, such further equity shares shall be offered to the exis�ng members of such company and to any persons other than the exis�ng members of the company by way of a special resolu�on. Since the special resolu�on proposed in the business of the no�ce may result in the issuance of Equity Shares of the Company to the exis�ng members of the Company and to persons other than exis�ng members of the Company, approval of the members of the Company is being sought pursuant to the provisions of Sec�on 62(1)(c) and other applicable provisions of the Act as well as applicable rules no�fied by the Ministry of Corporate Affairs and in terms of the provisions of ICDR Regula�ons.

In terms of Rule 14(2) of the Companies (Prospectus and Allotment of Securi�es) Rules, 2014, a company can make a private placement of its securi�es under the Companies Act, 2013 only a�er receipt of prior approval of its members by way of a Special Resolu�on. Consent of the members would therefore be necessary pursuant to the aforemen�oned provisions of the Companies Act, 2013 read with applicable provisions of the ICDR Regula�ons and the Securi�es and Exchange Board of India (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015, for issuance of Securi�es. The Equity Shares allo�ed pursuant to the issue shall rank in all respects pari passu with the exis�ng Equity Shares of the Company.

The Equity Shares to be allo�ed would be listed on the Stock Exchanges. The offer/issue/allotment would be subject to the availability of the regulatory approvals, if any. As and when the Board does take a decision on ma�ers on which it has the discre�on, necessary disclosures will be made to the Stock Exchanges as may be required under the provisions of the Securi�es and Exchange Board of India (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015.

At present the Company is taking all necessary approvals under the enabling provisions to keep itself in readiness to complete the above transac�on in quick �me. However, the �ming of the above transac�on will be dependent of the outcome of the discussions and inputs received from BRLM(s), legal, financial and accoun�ng experts.

In terms of Sec�on 102(1) of the Companies Act, 2013, none of the Directors and Key Managerial Personnel of the Company or their rela�ves is directly or indirectly concerned or interested, financially or otherwise, in this resolu�on, except to the extent of their shareholding, if any, in the Company.

The Board recommend the aforesaid resolu�on for the approval by the members as a special resolu�on.

Place: New Delhi Date: 14th December, 2023

By order of the Board for JINDAL SAW LTD.

Regd. Office: A-1, UPSIDC Indl. Area Nandgaon Road, Kosi Kalan Dis�. Mathura (U.P.)-281 403 CIN-L27104UP1984PLC023979

SUNIL K. JAIN Company Secretary Membership No.: F-3056

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==> picture [147 x 35] intentionally omitted <==

Form No. MGT-11 Proxy form [Pursuant to sec�on 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administra�on) Rules, 2014]

CIN:- L27104UP1984PLC023979

Name of the Company- Jindal Saw Limited Registered Office:- A-1,UPSIDC Industrial Area, Nandgaon Road, Kosi Kalan, Mathura, U�ar Pradesh-281403.

Name of the Member(s) Registered Address E-mail Id Folio No /Client ID DP ID

I/We, being the member(s) of ______shares of the above named company, hereby appoint :

Name : E-mail Id: Address: Signature: or failing him Name : E-mail Id: Address: Signature: or failing him Name : E-mail Id: Address: Signature: , or failing him

as my/ our proxy to a�end and vote (on a poll) for me/us and on my/our behalf at the Extraordinary General Mee�ng of the company, to be held on the Friday, 12th January, 2024 at 2:30p.m. at A-1,UPSIDC Industrial Area, Nandgaon Road, Kosi Kalan, Mathura, U�ar Pradesh-281403 and at any adjournment thereof in respect of such resolu�on as indicated below:

Sl. No.	Resolu�on(s)	Resolu�on(s)	Vote	Vote
			For	Against
1.	Approval to raise capital by way of a qualifed ins�tu�ons placement to eligible investors through an issuance of equity shares or other eligible securi�es for an amount aggrega�ng up to₹1,000 crore.
* Applicable for investors holding shares in Electronic form. Signed this _day of ___2024			Afx Revenue Stamps
			Afx Revenue Stamps

……………………………….. …………………………………. Signature of Shareholder Signature of Proxy holder

Note:

• 1) This form of proxy in order to be effec�ve should be duly completed and deposited at the Registered Office of the Company not less than 48 hours before the commencement of the Mee�ng.

• 2) The proxy need not be a member of the company.

• 3) This is only op�onal. Please put a 'X' in the appropriate column against the resolu�ons indicated in the Box. If you leave the 'For' or 'Against' column blank against any all the resolu�ons, your Proxy will be en�tled to vote in the manner as he/she thinks appropriate.

15

ATTENDANCE SLIP

==> picture [147 x 35] intentionally omitted <==

CIN : L27104UP1984PLC023979

Registered Office : A-1, UPSIDC Indl. Area, Nandgaon Road, Kosi Kalan, Dis�. Mathura (U.P.) – 281 403

PLEASE BRING THIS ATTENDANCE SLIP TO THE MEETING HALL AND HAND IT OVER AT THE ENTRANCE Joint shareholders may obtain addi�onal Slip at the venue of the mee�ng

DP Id Client Id

Folio No. No. of Shares

Name of Shareholder:…………………………..

Add:………………………………………………….

I/We hereby record my /our presence at the Extraordinary General Mee�ng of the Company at A-1, UPSIDC Indl. Area, Nandgaon Road, Kosi Kalan, Dis�. Mathura (U.P.) – 281 403 on Friday, the 12th January, 2024 at 2:30p.m.

Signature of Shareholder/proxy

*Applicable for investors holding shares in electronic form

Route map to the venue of the mee�ng

==> picture [504 x 268] intentionally omitted <==

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