Jindal Worldwide Ltd. — Proxy Solicitation & Information Statement 2023

Dec 6, 2023

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December 06, 2023

To, National Stock Exchange of India Limited Exchange Plaza Plot no. C/1, G Block, Bandra-Kurla Complex, Bandra (E), Mumbai - 400 051 NSE Symbol: JINDWORLD

To, BSE Limited Listing Department Phiroz Jeejeebhoy Tower, 25[th] Floor, Dalal Street, Mumbai - 400 001 Security Code: 531543

Ref.: Company ISIN: INE247D01039

Dear Sir/Madam,

SUBJECT: SUBMISSION OF POSTAL BALLOT NOTICE

With reference to above and pursuant to Regulation 30 read with schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith the Postal Ballot Notice dated December 01, 2023, together with Explanatory Statement which is being sent to the members for seeking approval for Special business item i.e. fund raising and issuance of securities by way of Special Resolution as set out in the said notice.

In compliance with the MCA & SEBI circulars, physical copies of the Notice, postal ballot forms and pre-paid business envelopes are not sent to Members for this Postal Ballot process. Notice is being sent in electronic form only.

The remote e-voting period will commence on Thursday, December 07, 2023 (9:00 hours IST) and will end on Friday, January 05, 2024, (17:00 hours IST) . During this period, Members of the Company holding shares, as on the cut-off date i.e. Friday, December 01, 2023, may cast their vote electronically. The instructions for e-voting are mentioned in the Notice enclosed herewith.

You are requested to take note of the above.

Thanking you.

Yours faithfully,

For Jindal Worldwide Limited

CHETNA Digitally signed by CHETNA PRABHATKUMAR PRABHATKUM DHARAJIYA AR DHARAJIYA Date: 2023.12.06 18:16:04 +05'30'

Chetna Dharajiya Company Secretary & Compliance Officer

Encl.: As above

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JINDAL WORLDWIDE LIMITED

CIN: L17110GJ1986PLC008942

Registered Office & Corporate Office: "Jindal House", Opp. D-mart, I.O.C. Petrol Pump Lane, Shivranjani Shyamal 132 Ft Ring Road, Satellite, Ahmedabad – 380015, Gujarat; Phone: +91-79-71001500; Website: www.jindaltextiles.com; Email Id: csjindal@jindaltextiles.com

NOTICE OF POSTAL BALLOT

[Pursuant to Sections 108 and 110 of the Companies Act, 2013 read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014]

Dear Member(s),

Notice is hereby given that pursuant to the provisions of Sections 108, 110 and other applicable provisions, if any, of the Companies Act, 2013 (the "Act") read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 ("the Rules"), Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”) read with General Circular Nos. 14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 05, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 08, 2021, 3/2022 dated May 05, 2022 and 11/2022 dated December 28, 2022, 09/2023 dated September 25, 2023, issued by the Ministry of Corporate Affairs (the “MCA Circulars”), Secretarial Standards on General Meetings (the “SS-2”) issued by the Institute of Company Secretaries of India and any other applicable provisions, of the Act, rules, regulations, circulars and notifications (including any statutory modification(s), clarification(s) or re-enactment(s) thereof for the time being in force), to transact the items of special business as set out in the Postal Ballot Notice proposed to be passed by the Members of Jindal Worldwide Limited (the “Company”) through remote e-voting (the “evoting”) process i.e. voting through electronics means.

The Board of Directors of the Company at their meeting held on November 08, 2023 has approved raising of funds by issuance of securities by the Company. Further the Board vide circular resolution dated December 01, 2023 has approved the Notice along with Explanatory Statement thereto, pertaining to seeking of approval for fund raising by way of Postal Ballot as considered in the Special Resolution appended below in accordance with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 and the Explanatory Statement pursuant to Sections 102, 110 and other applicable provisions, if any, of the Act pertaining to the said Resolution setting out material facts and the reasons for the Resolution is also annexed hereto.

In compliance with Regulation 44 of the Listing Regulations, SS-2 and pursuant to provisions of Sections 108 and 110 of the Act, read with the Rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolution is restricted only to remote e-voting i.e., by casting votes electronically instead of submitting postal ballot forms. The Company has engaged Central Depository Services (India) Limited (‘CDSL’), an authorised agency, to provide remote e-voting facility to its Members. The procedure for remote e-voting is provided in the Notes to this Postal Ballot Notice.

In accordance with the requirements of MCA Circulars, the Company will send Postal Ballot Notice by email only to those members who have registered their email addresses with the Company or depository/depository participants and the communication of assent/dissent of the members will take place only through the remote e-voting system. Hence, hard copy of the Postal Ballot Notice along with postal ballot forms and pre-paid business envelope is not being sent to the Members. Further those Members who have not yet registered their e-mail address are requested to register the same by following the procedure set out in the Notes to the Postal Ballot Notice. Members who have already registered their e-mail addresses are requested to keep their e-mail addresses validated with the Company/RTA/depository participants to enable servicing of documents electronically to their e-mail address.

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JINDAL WORLDWIDE LIMITED

CIN: L17110GJ1986PLC008942

Registered Office & Corporate Office: "Jindal House", Opp. D-mart, I.O.C. Petrol Pump Lane, Shivranjani Shyamal 132 Ft Ring Road, Satellite, Ahmedabad – 380015, Gujarat;

Phone: +91-79-71001500; Website: www.jindaltextiles.com; Email Id: csjindal@jindaltextiles.com

Pursuant to Rule 22(5) of the Rules, the Board of Directors through circular resolution has appointed M/s. SPANJ & Associates, Practicing Company Secretaries, Ahmedabad (Membership Number: F3544; COP Number: 2356) as the Scrutinizer to conduct the Postal Ballot (remote e-voting process) in a fair and transparent manner.

After completion of scrutiny of the votes, the Scrutinizer will submit the results to the Chairman or any authorised person of the Company and the results of the voting by Postal Ballot will be announced on or before Tuesday, January 09, 2024 at the Registered Office of the Company at “Jindal House”, Opp. D-mart, I.O.C. Petrol Pump Lane, Shivranjani Shyamal 132 Ft. Ring Road, Satellite, Ahmedabad – 380015.

Members are requested to carefully read the instructions mentioned under 'General Instructions’ and related process on e-voting in this Notice and record their assent (“FOR”) or dissent (“AGAINST”) on the proposed resolution through the e-voting process not later than 05:00 p.m. (IST) on Friday, January 05, 2024, failing which it will be considered that no reply has been received from the Member.

The proposed resolution, if approved, will be taken as having duly passed on the last date specified for e- voting by the requisite majority of Members by means of Postal Ballot, i.e. Friday, January 05, 2024.

SPECIAL BUSINESS:

1. TO APPROVE RAISING OF FUNDS AND ISSUANCE OF SECURITIES BY THE COMPANY:

To consider and if thought fit, to pass with or without modifications, the following resolution as Special Resolution:

“ RESOLVED THAT pursuant to the provisions of the Memorandum and Articles of Association of the Company, the provisions of Sections 23, 42, 62, 71 and 179 read with other applicable provisions, if any, of the Companies Act, 2013, the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Companies (Share Capital and Debentures) Rules, 2014 (including any amendments, statutory modification(s) and/ or reenactment thereof for the time being in force) (the Act), and all other applicable laws, rules and regulations, the relevant provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (including any amendment, modification, variation or re-enactment thereof) (the ICDR Regulations), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any amendment, modification, variation or re-enactment thereof), (the LODR Regulations) to the extent applicable, the Listing Agreements entered into by the Company with the stock exchanges where equity shares of the Company of face value of INR 1/- (Rupee One) each are listed, the provisions of the Foreign Exchange Management Act, 1999 (including any amendments, statutory modification(s) and/or re-enactment thereof) (the FEMA), the Foreign Exchange Management (Transfer or Issue of Securities by a Person Resident outside India) Regulations, 2000 (including any amendment, modification, variation or re-enactment thereof), the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 (including any amendment, modification, variation or re-enactment thereof), the Depository Receipts Scheme, 2014, the Issue of Foreign Currency Convertible Bonds and Ordinary Shares (through Depository Receipt Mechanism) Scheme, 1993 (including any amendment, modification, variation or reenactment thereof) and any statutory modifications, re-enactments or amendments from time to time to the above mentioned statutes, laws, regulations, circulars, notifications, guidelines, rules and schemes and clarifications issued thereon from time to time and subject to other applicable laws, rules, regulations, guidelines, notifications and circulars issued by various competent authorities / bodies, whether in India or abroad and all other applicable statutes, rules, regulations, guidelines, notifications, circulars and clarifications as may be applicable, as amended from time to time, issued by the Government of India (GOI), the Ministry of

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JINDAL WORLDWIDE LIMITED

CIN: L17110GJ1986PLC008942

Registered Office & Corporate Office: "Jindal House", Opp. D-mart, I.O.C. Petrol Pump Lane, Shivranjani Shyamal 132 Ft Ring Road, Satellite, Ahmedabad – 380015, Gujarat;

Phone: +91-79-71001500; Website: www.jindaltextiles.com; Email Id: csjindal@jindaltextiles.com

Corporate Affairs (MCA), the Reserve Bank of India (RBI), the Securities and Exchange Board of India (SEBI), BSE Limited and National Stock Exchange of India Limited (Stock Exchanges) and/ or any other regulatory/ statutory authorities, from time to time, to the extent applicable and subject to the consents and the requisite approval(s) of the Members of the Company, subject to such conditions and modifications as may be prescribed by any of the authorities while granting such approvals, permissions, consents and sanctions, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall include any Committee(s) constituted/ to be constituted by the Board to exercise its powers including powers conferred by this resolution), the consent of the Board be and is hereby accorded to create, issue, offer and allot (including with provisions on firm and/or competitive basis, or such part of issue and for such categories of persons as may be permitted) in one or more tranches, to investors whether Indian or Foreign, including Foreign Institutions, Qualified Institutional Buyers (“QIB”), Non-Resident Indians, Corporate Bodies, Mutual Funds, Banks, Insurance Companies, Pensions Funds, trusts, stabilizing agents or otherwise or any combination thereof, whether or not such investors are shareholders, promoters, directors or associates of the Company, through issue of Equity Shares and / or Global Depository Receipts (“GDRs”) and / or American Depository Receipts (“ADRs”) and / or Foreign Currency Convertible Bonds (“FCCBs”) and/or Fully Convertible Debentures and/or Partly Convertible Debentures and/ or Optionally Convertible Debentures and/ or NonConvertible Debentures with Warrants and/ or Debentures and/ or other securities convertible into equity shares at the option of the Company and/ or holder(s) of such securities or with or without detachable warrants with a right exercisable by the warrant holders to subscribe to equity shares or otherwise (“Securities”) representing either Equity Shares or a combination of any other Securities through one or more public or private offering in domestic and / or one or more international market(s), with or without green shoe option or a Qualified Institutional Placement (“QIP”), as the Board may deem appropriate, in terms of SEBI Regulations or by one or more combination of the above or otherwise and at such time or times in one or more tranches, whether rupee denominated or denominated in foreign currency, at such price or prices, at market price or at a discount or premium to market price in terms of applicable regulations, to any eligible investors, including residents and/or non-residents and/or qualified institutional buyers and/or institutions/banks and/or incorporated bodies and/or individuals and/or trustees and/or stabilizing agents or otherwise, whether or not such investors are members of the Company, as may be deemed appropriate by the Board and as permitted under applicable laws and regulations (“Investors”) in consultation with the Lead Managers, Merchant Bankers, Underwriters, Guarantors, Financial and / or Legal Advisors, Depositories, Registrars, other agencies and/or other advisor(s) or otherwise, for an aggregate amount up to INR 400 crores (Rupees Four Hundred crores only), inter-alia, through public offer/qualified institutions placement/ preferential issue or any other method, to eligible investors, whether or not such investors are members of the Company, through an offer/placement document and/or other letter as may be deemed appropriate, and on such terms and conditions, including the terms of the issue, type of security to be issued, fixing the record date and at such price, as may be permitted under the applicable laws and/or as may be permitted by the relevant regulatory / statutory authority, in such manner and on such terms as may be deemed fit and appropriate by the Board at its absolute discretion.”

“RESOLVED FURTHER THAT in the event the Securities are proposed to be issued pursuant to a further public offer in accordance with the ICDR Regulations, it will be undertaken at a price to be determined by the Company in consultation with the book running lead managers appointed for the issuance, through the book building process in terms of the ICDR Regulations or otherwise in accordance with applicable laws, at par or at such premium or discount per Equity Share as permitted under applicable laws and as may be fixed and determined by the Company in consultation with the book running lead managers in accordance with the ICDR Regulations:

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JINDAL WORLDWIDE LIMITED

CIN: L17110GJ1986PLC008942

Registered Office & Corporate Office: "Jindal House", Opp. D-mart, I.O.C. Petrol Pump Lane, Shivranjani Shyamal 132 Ft Ring Road, Satellite, Ahmedabad – 380015, Gujarat;

Phone: +91-79-71001500; Website: www.jindaltextiles.com; Email Id: csjindal@jindaltextiles.com

• (a) the Securities proposed to be issued, offered and allotted shall be fully paid up and dematerialized and shall be subject to the provisions of the Memorandum and Articles of Association 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 existing Equity Shares of the Company in all respects including entitlement to dividend and voting 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 Articles of Association of the Company;

• (c) the number and/or price of the Equity Shares to be issued on conversion of Securities convertible into Equity Shares shall be appropriately adjusted for corporate actions such as bonus issue, rights issue, stock split, merger, demerger, transfer of undertaking, sale of division, reclassification of equity shares into other securities, issue of equity shares by way of capitalization of profits or reserves or any such capital or corporate re-organisation or restructuring; and

“RESOLVED FURTHER THAT if the Company proposes to issue and allot the Securities by way of a QIP in terms of Chapter VI of the ICDR Regulations:

• (a) the allotment of Securities shall be fully paid-up and shall be subject to the provisions of the Memorandum and Articles of Association of the Company, the Companies Act and other applicable laws, and shall only be made in dematerialised form to qualified institutional buyers as defined in the ICDR Regulations (“QIBs”) and a minimum of 10% of the Securities shall be allotted to mutual funds and if mutual funds do not subscribe to the aforesaid minimum percentage or part thereof, such minimum portion may be allotted to other QIBs;

• (b) the allotment of the Equity Shares, or any combination of Securities, as may be decided by the Board, shall be completed within 365 days from the date of passing of this special resolution or such other time as may be allowed under the ICDR Regulations, Companies Act, 2013 and/or applicable and relevant laws/guidelines, from time to time;

• (c) the Securities allotted shall not be eligible to be sold by the allottee for a period of 1 year from the date of allotment, except on a recognized stock exchange, or except as may be permitted from time to time under the ICDR Regulations;

• (d) in the event that convertible securities and/or warrants which are convertible into Equity Shares of the Company are issued along with non-convertible debentures to qualified institutional buyers under Chapter VI of the ICDR Regulations, the relevant date for the purpose of pricing of such securities, shall be the date of the meeting in which the Board decides to open the issue of such convertible securities and/ or warrants simultaneously with non-convertible debentures or any other date in accordance with applicable law, and at such price being not less than the price determined in accordance with the pricing formula provided under Chapter VI of the ICDR Regulations;

• (e) in the event Securities are issued, the relevant date for the purpose of pricing of the Securities shall be the date of the meeting in which the Board decides to open the QIP or any other date in accordance with applicable law, and at such price being not less than the price determined in accordance with the pricing formula provided under Chapter VI of the ICDR Regulations;

• (f) any issue of Securities made by way of a QIP in terms of Chapter VI of the ICDR Regulations shall be at such price which is not less than the price determined in accordance with the pricing formula

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JINDAL WORLDWIDE LIMITED

CIN: L17110GJ1986PLC008942

Registered Office & Corporate Office: "Jindal House", Opp. D-mart, I.O.C. Petrol Pump Lane, Shivranjani Shyamal 132 Ft Ring Road, Satellite, Ahmedabad – 380015, Gujarat;

Phone: +91-79-71001500; Website: www.jindaltextiles.com; Email Id: csjindal@jindaltextiles.com

provided under Chapter VI of the ICDR Regulations (the “QIP Floor Price”), with the authority to the Board to offer a discount of not more than such percentage as permitted under applicable law on the QIP Floor Price;

• (g) the Board may, in accordance with applicable law, also offer a discount of not more than 5% or such percentage as permitted under applicable law on the price calculated in accordance with the pricing formula provided under the ICDR Regulations;

• (h) no single allottee shall be allotted more than 50% of the proposed QIP size and the minimum number of allottees shall not be less than two (in case the issue size is less than or equal to INR 250 crores) or five (in case the issue size is more than INR 250 crores), as applicable, or in a manner as may be prescribed from time to time under the ICDR Regulations;

• (i) no partly paid-up Equity Shares or other Securities shall be issued/allotted;

• (j) no allotment shall be made, either directly or indirectly, to any person who is a promoter or any person related to promoters in terms of the ICDR Regulations;

• (k) the Company shall not undertake any subsequent QIP until the expiry of two weeks or such other time as may be prescribed in the ICDR Regulations, from the date of prior QIP made pursuant to one or more special resolutions;

• (l) the credit rating agency will monitor the use of proceeds and submit its report in the specified format of Schedule XI of SEBI ICDR Regulations on quarterly basis till hundred percent of the proceeds have been utilized;

• (m) the tenure of the convertible Securities issued through qualified institutions placement shall not exceed 60 months or such other period permitted under law, from the date of allotment;

• (n) the Securities to be issued shall be listed with the stock exchanges, where the existing securities of the Company are listed. “

• “ RESOLVED FURTHER THAT in the event of issue of GDRs / ADRs,

• a) the pricing shall be determined in compliance with principles and provisions set out in the Depository Receipts Scheme, 2014, the Foreign Exchange Management (Transfer or Issue of Securities by a person resident outside India) Regulations, 2017 and such other notifications, clarifications, guidelines, rules and regulations issued by relevant authorities (including any statutory modifications, amendments or re-enactments thereof, for the time being in force);

• b) the Board or a duly authorised Committee thereof be and is hereby authorised to enter into any arrangement with any agencies or bodies for the issue of GDRs and / or ADRs represented by underlying equity shares in the share capital of the Company with such features and attributes as are prevalent in international / domestic capital markets for instruments of this nature and to provide for the tradability and free transferability thereof in accordance with market practices as per the domestic and / or international practice and regulations and under the norms and practices prevalent in the domestic / international capital markets and subject to applicable laws and regulations and the Articles of Association of the Company.”

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JINDAL WORLDWIDE LIMITED

CIN: L17110GJ1986PLC008942

Registered Office & Corporate Office: "Jindal House", Opp. D-mart, I.O.C. Petrol Pump Lane, Shivranjani Shyamal 132 Ft Ring Road, Satellite, Ahmedabad – 380015, Gujarat; Phone: +91-79-71001500; Website: www.jindaltextiles.com; Email Id: csjindal@jindaltextiles.com

“ RESOLVED FURTHER THAT in the event the Securities are proposed to be issued as FCCBs, subject to the provisions of the Issue of Foreign Currency Convertible Bonds and Ordinary Shares (Through Depository Receipts Mechanism) Scheme, 1993, including any statutory modifications, re-enactments or amendments thereto from time to time and other applicable pricing provisions issued by the Ministry of Finance, the relevant date for the purpose of determining the floor price for conversion of the FCCBs into equity shares shall be the date of the meeting in which the Board or duly authorized committee of directors decides to open such issue after the date of this Resolution or such other date as may be prescribed under applicable law.”

“RESOLVED FURTHER THAT the issue to the holders of Securities, which are convertible into or exchangeable with the Equity Shares at a later date, will be, inter alia, subject to the following terms and conditions:

• a) in the event the Company is making a bonus issue by way of capitalization of its profits or reserves prior to the allotment of the Equity Shares, the number of Equity Shares to be allotted will stand augmented in the same proportion in which the Equity Share capital increases as a consequence of such bonus issue and the premium, if any, will stand reduced to that extent;

• b) in the event the Company is making a rights offer by the issue of Equity Shares prior to the allotment of the Equity Shares, the entitlement to the Equity Shares will stand increased in the same proportion as that of the rights offer, and such additional Equity Shares will be offered to the holders of the Securities at the same price at which the same are offered to the existing shareholders;

• c) in the event of a merger, amalgamation, takeover or any other reorganization or restructuring or any such corporate action, the number of Equity Shares, the price and the time period as aforesaid will be suitably adjusted; and

• d) in the event of consolidation of outstanding Equity Shares or reclassification of the Securities into other securities and/or involvement in such other event or circumstances which in the opinion of the concerned stock exchange requires such adjustments, necessary adjustments will be made.”

“RESOLVED FURTHER THAT the Board shall have the authority and power to accept any modification 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 authorities at the time of according / granting their approvals to issue, allotment and listing thereof and as agreed to by the Board.”

“RESOLVED FURTHER THAT for the purpose of giving effect to any offer, issue or allotment of Securities or Equity Shares on conversion of Securities, the Board be and is hereby authorised on behalf of the Company to seek listing of any or all of such Securities or Equity Shares, as the case may be, on one or more Stock Exchanges in India.”

“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 institution including any conditions as may be prescribed in granting such approval or permissions by such governmental authority or regulatory institution, the aforesaid Securities may have such features and attributes or any terms or combination of terms in accordance with domestic and international practices to provide for the tradability and free transferability thereof as per applicable law and prevailing practices and regulations in the capital markets including but not limited to the terms and conditions in relation to payment of dividend, interest, additional interest, premium on redemption, prepayment and any other debt service payments whatsoever including terms for issue of additional Equity Shares or variation of the conversion price or period of conversion of Securities into Equity Shares during the duration of the Securities and the Board be

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JINDAL WORLDWIDE LIMITED

CIN: L17110GJ1986PLC008942

Registered Office & Corporate Office: "Jindal House", Opp. D-mart, I.O.C. Petrol Pump Lane, Shivranjani Shyamal 132 Ft Ring Road, Satellite, Ahmedabad – 380015, Gujarat;

Phone: +91-79-71001500; Website: www.jindaltextiles.com; Email Id: csjindal@jindaltextiles.com

and is hereby authorised in its absolute discretion, in such manner as it may deem fit, to dispose of such of the Securities that are not subscribed in accordance with applicable law.”

“ RESOLVED FURTHER THAT for the purpose of giving effect to the above, the Board or a duly authorised Committee thereof be and is hereby authorised in consultation with the merchant banker(s), advisors and / or other intermediaries as may be appointed in relation to the issue of Securities, to take all actions and do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, desirable or expedient for the issue and allotment of Securities and listing thereof with the stock exchanges or otherwise as may be required in relation to the issue and to resolve and settle all questions and difficulties that may arise in the issue, offer and allotment of Securities, including finalization of the number of Securities to be issued in each tranche thereof, form, terms and timing of the issue of Securities including for each tranche of such issue of Securities, identification of the investors to whom Securities are to be offered, utilization of the proceeds, issue price (including premium, if any), face value, premium amount on issue, number of Eligible Securities, the price, premium or discount on issue, book closure and other related, incidental or ancillary matters as the Board may deem fit at its absolute discretion, to make such other applications to concerned statutory or regulatory authorities as may be required in relation to the issue of Securities and to agree to such conditions or modifications that may be imposed by any relevant authority or that may otherwise be deemed fit or proper by the Board and to do all acts, deeds, matters and things in connection therewith and incidental thereto as the Board in its absolute discretion deems fit and to settle any questions, difficulties or doubts that may arise in relation to any of the aforesaid or otherwise in relation to the issue of Securities.”

“ RESOLVED FURTHER THAT for the purpose of giving effect to the above resolutions, the Board or a Committee thereof be and is hereby authorised on behalf of the Company to do all such acts, deeds, matters and things including but not limited to finalization and approval of the draft and final offer documents, determining the form, proportion and manner of the issue, including the class of investors to whom the Securities are to be allotted, number of Securities to be allotted, issue price, premium amount on issue / conversion / exercise / redemption, rate of interest, redemption period, fixing record date, listings on one or more stock exchanges in India or abroad, entering into arrangements for managing, underwriting, marketing, listing and trading, to issue placement documents and to sign all deeds, documents and writings and to pay any fees, commissions, remuneration, expenses relating thereto and for other related matters and with power on behalf of the Company to settle all questions, difficulties or doubts that may arise in regard to the issue, offer or allotment of Equity Shares and/ or other securities convertible into or exchangeable into Equity Shares (including warrants or otherwise) and utilization of the proceeds as it may in its absolute discretion deem fit”.

“ RESOLVED FURTHER THAT the Board or a duly authorised Committee thereof be and is hereby authorised to appoint merchant bankers, underwriters, depositories, custodians, registrars, trustees, bankers, lawyers, advisors and all such agencies as may be involved or concerned in the issue and to remunerate them by way of commission, brokerage, fees or the like (including reimbursement of their actual expenses) and also to enter into and execute all such arrangements, contracts / agreements, memorandum, documents, etc., with such agencies, to seek the listing of Securities on one or more recognized stock exchange(s), to affix common seal of the Company on any arrangements, contracts / agreements, memorandum, documents, etc. as may be required.”

“RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate (to the extent permitted by law) all or any of the powers herein conferred by this resolution herein to any committee of directors or any director(s) or officer(s) of the Company, in such manner as they may deem fit in their absolute discretion with the power to take such steps and to do all such acts, deeds, matters and things as they may consider necessary,

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JINDAL WORLDWIDE LIMITED

CIN: L17110GJ1986PLC008942

Registered Office & Corporate Office: "Jindal House", Opp. D-mart, I.O.C. Petrol Pump Lane, Shivranjani Shyamal 132 Ft Ring Road, Satellite, Ahmedabad – 380015, Gujarat;

Phone: +91-79-71001500; Website: www.jindaltextiles.com; Email Id: csjindal@jindaltextiles.com

desirable or expedient and deem fit and proper to file/submit such application(s) to the Stock Exchange(s) for obtaining in-principle approvals, listing of the Securities, filing of requisite documents/making declarations with the MCA, ROC, RBI, SEBI and any other statutory/regulatory authority(ies), and any other deed(s), document(s), declaration(s) as may be required under the applicable laws.”

For and on behalf of Board of Directors Jindal Worldwide Limited Sd/Dr. Yamunadutt Agrawal Chairman & Director DIN: 00243192

Date: December 01, 2023 Place: Ahmedabad

Registered Office & Corporate Office:

“Jindal House”, Opp. D-mart, I.O.C. Petrol Pump Lane, Shivranjani Shyamal 132 Ft. Ring Road, Satellite, Ahmedabad – 380015, Gujarat Phone: +91-79-71001500 Website: www.jindaltextiles.com Email Id: csjindal@jindaltextiles.com CIN: L17110GJ1986PLC008942

NOTES:

1. The Explanatory Statement pursuant to Section 102 read with Section 110 and other applicable provisions, if any of the Act read with the rules framed thereunder concerning the special business in respect of item no. 1 as set out above is annexed hereto and forms part of this Notice.

2. In compliance with the MCA Circulars and the SEBI Listing Regulations, the Postal Ballot Notice along with the instructions regarding remote e-voting is being sent by email to all the Members, whose names appear on the Register of Members/List of Beneficial Owners as received from National Securities Depository Limited ('NSDL') and Central Depository Services (India) Limited (‘CDSL’) as on Friday, December 01, 2023, (the 'cut-off date') and who have registered their email addresses in respect of electronic holdings with the Depository through the concerned Depository Participants and in respect of physical holdings with the Company’s Registrar and Share Transfer Agent, Cameo Corporate Services Limited (“RTA”). In accordance with the provisions of the Act read with the rules framed thereunder and the framework provided under the MCA circulars. Cut-Off Date is for determining the eligibility to vote by electronic means. A person who is not a member as on the Cut-Off Date or who becomes a member of the Company after the Cut-Off Date should treat this Notice for information purpose only.

3. In accordance with the MCA Circulars, the Notice is being sent in electronic form only. The hard copy of the Notice along with the Postal Ballot forms and pre-paid business envelope will not be sent to the Members for the Postal Ballot. Accordingly, the communication of the assent or dissent of the Members would take place through the e-voting system only.

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JINDAL WORLDWIDE LIMITED

CIN: L17110GJ1986PLC008942

Registered Office & Corporate Office: "Jindal House", Opp. D-mart, I.O.C. Petrol Pump Lane, Shivranjani Shyamal 132 Ft Ring Road, Satellite, Ahmedabad – 380015, Gujarat;

Phone: +91-79-71001500; Website: www.jindaltextiles.com; Email Id: csjindal@jindaltextiles.com

1. In compliance with the provisions of Sections 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 e-voting facility to enable the Members to cast their votes electronically. The instructions for e-voting are provided as part of this Notice.

2. In light of the MCA Circulars, Members who have not registered their e-mail addresses and in consequence the e-voting notice could not be serviced, may get their e-mail address registered with the Company’s RTA, Cameo Corporate Services Limited, by sending an email at investor@cameoindia.com. Post successful registration of the e-mail, the member would get soft copy of the notice and the procedure for e-voting along with the User ID and Password to enable e-voting for this Postal Ballot. In case of any queries, member may write to investor@cameoindia.com

3. The e-voting rights of the Shareholders / beneficiary owners shall be reckoned on the shares held by them as on Friday, December 01, 2023 being the Cut-Off date for the purpose. The shareholders of the Company holding shares either in dematerialised or in physical form, as on the Cut-Off date, can cast their vote electronically.

4. The remote e-voting period will commence on Thursday, December 07, 2023 (9:00 hours IST) and will end on Friday, January 05, 2024, (17:00 hours IST). During this period, Members of the Company holding shares either in physical form or in demat form, as on the cut-off date i.e. Friday, December 01, 2023, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter and the voting shall not be allowed beyond the said date and time.

5. The voting rights for the equity shares of the Company are one vote per equity share, registered in the name of the member. The voting rights of the members shall be in proportion to the percentage of paid-up share capital of the Company held by them. In case of joint holders, only such joint holder who is higher in the order of names will be entitled to vote.

6. A member cannot exercise his / her vote through proxy on postal ballot. However, corporate and institutional members shall be entitled to vote through their authorised representatives. Corporate and institutional members (are required to send scanned certified true copy (PDF Format) of the board resolution / authority letter, power of attorney together with attested specimen signature(s) of the duly authorised representative(s), to the Scrutinizer by e-mail to csdoshiac@gmail.com with a copy marked to helpdesk.evotng@cdslindia.com

7. Once the vote is cast, whether partially or otherwise, the member shall not be allowed to change it subsequently or cast the vote again.

8. The proposed resolution, if approved by the requisite majority through Postal Ballot, shall be deemed to have been duly passed on the last date of e-voting i.e. Friday, January 05, 2024. A member cannot exercise his vote by proxy on Postal Ballot. The resolution passed by the Members through Postal Ballot are deemed to have been passed as if the same have been passed at a general meeting of the Members.

9. As required by Rules 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 read with the MCA Circulars and the Listing Regulations, the details pertaining to this Postal Ballot will be published in one English national daily newspaper circulating throughout India (in English language) and one regional daily newspaper circulating in Gujarat (in vernacular language, i.e. Gujarati).

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JINDAL WORLDWIDE LIMITED

CIN: L17110GJ1986PLC008942

Registered Office & Corporate Office: "Jindal House", Opp. D-mart, I.O.C. Petrol Pump Lane, Shivranjani Shyamal 132 Ft Ring Road, Satellite, Ahmedabad – 380015, Gujarat;

Phone: +91-79-71001500; Website: www.jindaltextiles.com; Email Id: csjindal@jindaltextiles.com

1. All the documents referred to in the explanatory statement will be available for inspection electronically until the last date for receipt of votes through the e-voting process. Members seeking to inspect such documents can send an email to csjindal@jindaltextles.com.

2. This Notice shall also be available on the website of the Company at www.jindaltextles.com, websites of the stock exchanges where the equity shares of the Company are listed, i.e. National Stock Exchange of India Limited and BSE Limited at www.nseindia.com and www.bseindia.com respectively, and on the website of Central Depository Services (India) Limited at www.evotngindia.com.

3. Further the results of postal ballot along with Scrutinizer’s Report will be declared on or before January 09, 2024 and displayed on the website of the Company at www.jindaltextles.com, on the website of CDSL at www.evotngindia.com and also on the Stock Exchanges (the “NSE & BSE”) where the equity shares of the Company are listed.

4. The Company has designated Email Id: csjindal@jindaltextles.com for redressal of shareholders’ / Investors complaints / grievances. In case a shareholders have any queries / complaints / grievances, they may write at csjindal@jindaltextles.com / investor@cameoindia.com from their registered Email Id mentioning their names and folio numbers / demat account numbers.

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JINDAL WORLDWIDE LIMITED

CIN: L17110GJ1986PLC008942

Registered Office & Corporate Office: "Jindal House", Opp. D-mart, I.O.C. Petrol Pump Lane, Shivranjani Shyamal 132 Ft Ring Road, Satellite, Ahmedabad – 380015, Gujarat;

Phone: +91-79-71001500; Website: www.jindaltextiles.com; Email Id: csjindal@jindaltextiles.com

GENERAL INSTRUCTIONS

In terms of SEBI Circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 09, 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 E mail Id in their demat accounts in order to access e-voting facility. Pursuant to above said SEBI Circular, Login method for e-voting for Individual shareholders holding securities in demat mode is given below:

Type of shareholders	Login Method
Individual Shareholders holding securities in Demat mode with CDSL	Users who have opted for CDSL’s 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 URLs for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login orwww.cdslindia.com and click on Login icon and select New System Myeasi.
	After successful login the Easi / Easiest user will be able to see the e- voting Menu. On clicking the e-voting menu, the user will be able to see his/her holdings along with links of the respective e-voting service provider i.e. CDSL/ NSDL/ KARVY/LINK INTIME as per information provided by Issuer / Company. Additionally, we are providing links to e-voting Service Providers, so that the user can visit the e-voting service providers’ site directly.
	If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration Alternatively, the user can directly access e-voting page by providing Demat Account Number and PAN No. from a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email Id as recorded in the Demat Account. After successful authentication, user will be provided links for the respective ESP where the e-votingis inprogress.
Individual Shareholders holding securities in Demat mode with NSDL	If you are already registered for NSDL IDeAS facility, please visit the e- Services website of NSDL. Open web browser by typing the following URL:https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-voting services. Click on “Access to e-voting” under e-voting services and you will be able to see e-voting page. Click on company name or e- Voting service provider name and you will be re-directed to e- voting service provider website for casting your vote during the e- voting period.
	If the user is 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-

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JINDAL WORLDWIDE LIMITED

CIN: L17110GJ1986PLC008942

Registered Office & Corporate Office: "Jindal House", Opp. D-mart, I.O.C. Petrol Pump Lane, Shivranjani Shyamal 132 Ft Ring Road, Satellite, Ahmedabad – 380015, Gujarat;

Phone: +91-79-71001500; Website: www.jindaltextiles.com; Email Id: csjindal@jindaltextiles.com

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 name and you will be redirected to e-voting service provider website for casting your vote during the e-voting period. You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e- voting facility. After successful login, you will be able to see e-voting option. Once you click on e-voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-voting feature. Click on company name or e-voting service provider name and you will be redirected to e-voting service provider’s website for casting your vote during the 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. CDSL and NSDL

**Login type **	Helpdesk details
Individual Shareholders holding securities in Demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evoting@cdslindia.comor contact at +91- 22-23058738 and +91-22-23058542-43
Individual Shareholders holding securities in Demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.co.inor call at toll free no.: 1800 1020 990 and 1800 22 44 30

Voting Process and other instructions regarding remote e-voting for shareholders other than individual shareholders holding shares in Physical and Demat form:

Section A: Voting Process

The Members should follow the following steps to cast their votes electronically:

Step 1: Open your web browser during the voting period and log on to the e-voting website: https://www.evotingindia.com/

Step 2: Click on “Shareholders” to cast your vote(s)

Step 3: Please enter User ID –

i. For account holders in CDSL: Your 16 digits beneficiary ID

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JINDAL WORLDWIDE LIMITED

CIN: L17110GJ1986PLC008942

Registered Office & Corporate Office: "Jindal House", Opp. D-mart, I.O.C. Petrol Pump Lane, Shivranjani Shyamal 132 Ft Ring Road, Satellite, Ahmedabad – 380015, Gujarat;

Phone: +91-79-71001500; Website: www.jindaltextiles.com; Email Id: csjindal@jindaltextiles.com

ii. For account holders in NSDL: Your 8 Character DP ID followed by 8 digits Client ID

iii. Members holding shares in Physical Form should enter Folio Number registered with the Company

Step 4: Enter the Image Verification as displayed and click on “LOGIN”

Step 5: If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used

Step 6: Follow the steps given below if you are:

6.1 holding shares in physical form or holding shares in demat form and are a first time user: PAN - Enter your 10 digit alpha-numeric PAN* issued by Income Tax Department (applicable for both demat Members as well as physical Members)

*Members who have not updated their PAN with the Company / Depository Participant are requested to use the sequence number which is mentioned in the covering E-mail mentioned in the covering E-mail

DOB# - Enter the Date of Birth (DOB) as recorded in your demat account or registered with the Company for the said demat account or folio in dd/mm/yyyy format

• Dividend Bank for the said demat account or folio in dd/mm/yyyy format. Enter the Dividend Bank Details

• Details[#] (account number) as recorded in your demat account or registered with the Company for the said demat account or folio

Please enter the DOB or Dividend Bank Details in order to login. If the details are not recorded with the depository or Company, please enter the member id / folio number in the Dividend Bank details field as mentioned above.

After entering these details appropriately, click on “SUBMIT” tab.

For Physical holding:

Members holding shares in physical form will then directly reach the Company selection screen. For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

Click on the EVSN of the Company i.e. 231202002 to vote.

On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES / NO” for voting. Select the option YES or NO as desired for casting your vote. The option “YES” implies that you assent to the resolution and option “NO” implies that you dissent to the resolution.

Click on “RESOLUTION FILE LINK” if you wish to view the entire Resolution details.

After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

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JINDAL WORLDWIDE LIMITED

CIN: L17110GJ1986PLC008942

Registered Office & Corporate Office: "Jindal House", Opp. D-mart, I.O.C. Petrol Pump Lane, Shivranjani Shyamal 132 Ft Ring Road, Satellite, Ahmedabad – 380015, Gujarat;

Phone: +91-79-71001500; Website: www.jindaltextiles.com; Email Id: csjindal@jindaltextiles.com

Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote. You can also take print- out of the voting done by you by clicking on “CLICK HERE TO PRINT” option on the voting page.

If a demat account holder has forgotten the login password then enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

Members can also cast their vote using CDSL’s mobile app m-voting available for android based mobiles. The m-voting app can be downloaded from Google Play Store. iPhone and Windows phone users can download the app from the App Store and the Windows Phone Store respectively. Please follow the instructions as prompted by the mobile app while voting on your mobile.

Section B: Other instructions regarding remote e-voting:

• i. Non-Individual Members (i.e. Members other than Individuals, HUF, NRI, Custodian etc.) are additionally requested to note and follow the instructions mentioned below, if they are first time user.

• ii. Non-Individual Members and Custodians are required to log on to www.evotngindia.com and register themselves as Corporates.

• iii. A scanned copy of the Registration Form bearing the stamp and sign of the entity should be e- mailed to helpdesk.evotng@cdslindia.com

After receiving the login details, the Compliance User would be able to link the account(s) for which user wishes to vote on. The list of accounts linked in the login should be e-mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

Non-Individual Members (i.e. Members other than Individuals, HUF, NRI, etc.) are required to upload the following in PDF format in the system for the scrutiniser to verify the same:

a Copy of the Board Resolution (where institution itself is voting);

• b Power of Attorney (PoA) issued in favour of the Custodian (if PoA is not uploaded earlier) as well as Board Resolution of Custodian.

Members holding shares under multiple folios / demat accounts shall choose the voting process separately for each of the folios / demat accounts.

In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com under help section or call on +91-2223058542 or +91-22-23058543 during business hours or write an E-mail to helpdesk.evoting@cdslindia.com

Any person, who acquires shares of the Company and become Member of the Company after dispatch of the notice and holding shares as of the cut-off date i.e. December 01, 2023 may obtain the login ID and password by sending a request at helpdesk.evoting@cdslindia.com or Share Transfer Agent’s Email Id at investor@cameoindia.com

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25[th] Floor, Marathon Futurex,

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JINDAL WORLDWIDE LIMITED

CIN: L17110GJ1986PLC008942

Registered Office & Corporate Office: "Jindal House", Opp. D-mart, I.O.C. Petrol Pump Lane, Shivranjani Shyamal 132 Ft Ring Road, Satellite, Ahmedabad – 380015, Gujarat;

Phone: +91-79-71001500; Website: www.jindaltextiles.com; Email Id: csjindal@jindaltextiles.com

Mafatlal Mill Compounds, N. M. Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an Email to helpdesk.evoting@cdslindia.com or call on +91-22-23058542 or +91-22-23058543 during business hours.

The Postal Ballot Notice has been made available on the Company's website at www.jindaltextiles.com, websites of the stock exchanges where the equity shares of the Company are listed, i.e. National Stock Exchange of India Limited and BSE Limited at www.nseindia.com and www.bseindia.com respectively and on the website of Central Depository Services (India) Limited at www.evotingindia.com

Investor Grievance Redressal:- The Company has designated an Email Id investor@cameoindia.com to enable investors to register their complaints, if any.

Those Members whose Email Id are not registered can get their Email Id registered as follows:

a. Members holding shares in demat form can get their Email Id registered / updated by contacting their respective Depository Participant (DP).

b. Members holding shares in the physical form can get their Email Id registered by contacting our Registrar & Share Transfer Agent “Cameo Corporate Services Limited” ("RTA") on their Email Id investor@cameoindia.com or by sending the duly filled in E-communication registration form enclosed with this Notice to our RTA on their Email Id investor@cameoindia.com

c. Members can also get their Email Id and other details registered by following the steps as mentioned on the website of the Company at www.jindaltextiles.com.

Contact Details:

Company	JINDAL WORLDWIDE LIMITED “Jindal House”, Opp. D-mart, I.O.C. Petrol Pump Lane, Shivranjani Shyamal 132 Ft Ring Road, Satellite, Ahmedabad – 380015, Gujarat Phone: +91-79-71001500 Email Id:csjindal@jindaltextiles.com Website:www.jindaltextles.com
E-Votng Agency	CENTRAL DEPOSITORY SERVICES (INDIA) LIMITED Email Id:helpdesk.evoting@cdslindia.com Name: Mr. Rakesh Dalvi Contact No.: Toll Free No. 1800 22 55 33 Address: Mr. Rakesh Dalvi, Sr. Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel(East),Mumbai – 400013.
Registrar & Share Transfer Agent	CAMEO CORPORATE SERVICES LIMITED Subramanian Building, No. 1, Club House Road Chennai 600002 Phone: 044- 28460390 Email Id:investor@cameoindia.com
Scrutnizer	M/s. SPANJ & ASSOCIATES, Company Secretaries, Ahmedabad Email Id:csdoshiac@gmail.com

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JINDAL WORLDWIDE LIMITED

CIN: L17110GJ1986PLC008942

Registered Office & Corporate Office: "Jindal House", Opp. D-mart, I.O.C. Petrol Pump Lane, Shivranjani Shyamal 132 Ft Ring Road, Satellite, Ahmedabad – 380015, Gujarat; Phone: +91-79-71001500; Website: www.jindaltextiles.com; Email Id: csjindal@jindaltextiles.com

Encl.: As Above

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JINDAL WORLDWIDE LIMITED

CIN: L17110GJ1986PLC008942

Registered Office & Corporate Office: "Jindal House", Opp. D-mart, I.O.C. Petrol Pump Lane, Shivranjani Shyamal 132 Ft Ring Road, Satellite, Ahmedabad – 380015, Gujarat;

Phone: +91-79-71001500; Website: www.jindaltextiles.com; Email Id: csjindal@jindaltextiles.com

ANNEXURE TO NOTICE

EXPLANATORY STATEMENT PURSUANT TO PROVISIONS OF SECTION 102 OF THE COMPANIES ACT, 2013 READ WITH REGULATION 17 OF SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND - DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 (INCLUDING ANY STATUTORY MODIFICATION(S) OR RE ENACTMENT THEREOF, FOR THE TIME BEING IN FORCE):

Item No.1

To approve raising of funds and issuance of securities by the Company:

• (a) Objective of fund raising: The Company is in the process of upgradation / expansion of its existing capacities, the state-of-the-art of manufacturing units that bring in the flavour of diversity in fabric manufacturing and take further step of innovation into other areas of business and ongoing projects, creating a requirement of working capital and capex for the purpose of meeting the objectives in terms of its financial planning to keep the leverage and debt levels of the Company and its subsidiaries at reasonable levels and to ensure availability of financial resources and retaining financial flexibilities to be in a position to capitalize on available growth opportunities, both organic and inorganic growth.

In order to grow in its existing businesses or enter into new businesses in line with the strategy and Object clause of the Company, pre-payment and / or repayment of outstanding borrowings, or for any other general purposes as may be permissible under the applicable law and approved by the Board of Directors of the Company or a duly constituted committee of the Board.

• (b) Particulars of the issuance of Securities: Considering the funding requirements and growth objectives of the Company and its businesses, the Board of Directors at their Meeting held on November 08, 2023, approved raising of funds / capital for an aggregate amount not exceeding INR 400 crores (Rupees Four Hundred crores only), inter alia, by way of issue of Equity Shares, and/or any securities convertible or exchangeable into Equity Shares, preference shares, and / or Global Depository Receipts (“GDRs”) and / or American Depository Receipts (“ADRs”) and / or Foreign Currency Convertible Bonds (“FCCBs”), convertible debentures (compulsory and/or optionally, fully and/or partly), non- convertible debentures, convertible securities other than warrants, and/or any other financial instruments convertible into Equity Shares (including warrants, or otherwise) and/or securities linked to Equity Shares and/or securities with or without detachable warrants with right exercisable by the warrant holders to convert or subscribe to Equity Shares, and/or any combination of any of the aforementioned securities, secured/un-secured, listed on recognized stock exchanges in India or abroad (all of which are hereinafter collectively referred to as “Securities”), from time to time, in one or more tranches, and/or one or more issuances simultaneously or collectively or otherwise through one or more public issue(s) or qualified institutions placement (“QIP”) pursuant to Chapter VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“ICDR Regulations”), and/or any combination thereof or any other method as may be permitted under applicable laws through issue of prospectus, and/or preliminary placement document, placement document and/or other permissible/ requisite offer documents to any eligible investors (“Offering”). The Securities are proposed to be listed on one or more of the Stock Exchanges where the Equity Shares are listed and the allotment of Securities would be subject to regulatory approvals, if any.

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JINDAL WORLDWIDE LIMITED

CIN: L17110GJ1986PLC008942

Registered Office & Corporate Office: "Jindal House", Opp. D-mart, I.O.C. Petrol Pump Lane, Shivranjani Shyamal 132 Ft Ring Road, Satellite, Ahmedabad – 380015, Gujarat;

Phone: +91-79-71001500; Website: www.jindaltextiles.com; Email Id: csjindal@jindaltextiles.com

• (c) Amount of the Offering: This Special Resolution enables the Board to issue Securities for an aggregate consideration not exceeding INR 400 crores (Rupees Four Hundred Crores only).

• (d) Relevant Date: In case of a QIP, the “Relevant Date” will be the date when the Board (including any Committee thereof) decides to open the Offering for subscription or any other date in accordance with applicable law. In case of other type of issuance, relevant date shall be as per applicable law.

• (e) Time limit for execution: In case of QIP, the issue shall be completed not later than twelve months from the date of passing of special resolution and in case of issue by way other than QIP, provisions as applicable to the proposed issue shall be applicable.

• (f) Basis or justification of pricing: The issue of Securities may be consummated through single or multiple offer documents, in one or more tranches, at such time or times, at such price, at a discount or premium to market price in such manner and on such terms and conditions as the Board may in its absolute discretion decide taking into consideration prevailing market conditions and other relevant factors and wherever necessary in consultation with the book running lead manager(s) and other agencies and subject to the ICDR Regulations and other applicable laws, regulations, rules and guidelines. The price at which Securities shall be allotted in the offering shall not be less than the price determined in accordance with the ICDR Regulations, through either the book building mechanism (in case of a public offer) or a prescribed formula, as the case may be. Provided that the Board may, in accordance with applicable law, also offer a discount of not more than 5% or such percentage as permitted under applicable law on the price calculated in accordance with the pricing formula provided under the ICDR Regulations.

• (g) Interest of Promoter, Directors and Key Managerial Personnel: If a QIP is undertaken in terms of Chapter VI of ICDR Regulations, the Promoter, member of the Promoter Group, Directors and Key Managerial Personnel of the Company will not subscribe to the QIP.

• (h) Schedule of the Offering: The detailed terms and conditions for the offering will be determined in consultation with the advisors, book running lead managers and underwriters and such other authority or authorities as may be required, considering the prevailing market conditions and other regulatory requirements for different kinds of issuances. The allotment of the Securities pursuant to the Offering shall be completed within such period as prescribed under the ICDR Regulations. In the event a QIP is undertaken, the allotment shall be completed within 365 days from the date of this resolution.

(i) Other material terms:

• I. The Equity Shares issued, if any, shall rank pari passu in all respects with the existing Equity Shares of the Company, including entitlement to dividend, if any,

• II. As the Offering may result in the issue of Securities of the Company to investors who may or may not be Members of the Company, consent of the Members is being sought pursuant to Sections 23, 42, 62(1)(c), 71 and other applicable provisions, if any, of the Companies Act, 2013 and any other law for the time being in force and being applicable and in terms of the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

• III. In connection with the proposed offering of Securities, the Company is required, inter-alia, to prepare various documentations and execute various agreements. The Company is yet to identify the investor(s) and decide the quantum of Securities to be issued to them. Hence, the details of the proposed allottees,

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JINDAL WORLDWIDE LIMITED

CIN: L17110GJ1986PLC008942

Registered Office & Corporate Office: "Jindal House", Opp. D-mart, I.O.C. Petrol Pump Lane, Shivranjani Shyamal 132 Ft Ring Road, Satellite, Ahmedabad – 380015, Gujarat;

Phone: +91-79-71001500; Website: www.jindaltextiles.com; Email Id: csjindal@jindaltextiles.com

percentage of post issue of Securities that may be held by them and other details are not available at this point of time and shall be disclosed by the Company under the applicable regulations in due course (at appropriate time and mode). Accordingly, it is proposed to authorize the Board to identify the investor(s), issue such number of Securities, negotiate, finalize and execute such documents and agreements as may be required and do all such acts, deeds and things in this regard for and on behalf of the Company. The Securities allotted would be listed on the Stock Exchanges where the shares of the Company are listed. The issue and allotment would be subject to the availability of regulatory approvals, if any. The Company has not allotted any securities on a preferential basis in the previous year.

• IV. In terms of Section 102(1) of the Companies Act, 2013, none of the Directors and Key Managerial Personnel of the Company or their relatives is directly or indirectly concerned or interested, financially or otherwise, in this resolution, except to the extent of their shareholding, if any, in the Company.

• V. The Board has approved the Issue pursuant to its resolution dated November 08, 2023. The Board of Directors recommends the Special Resolution set out at Item No. 1 of the Notice for approval by the Members of the Company.

For and on behalf of Board of Directors Jindal Worldwide Limited Sd/Dr. Yamunadutt Agrawal Chairman & Director DIN: 00243192

Date: December 01, 2023 Place: Ahmedabad

Registered Office & Corporate Office:

“Jindal House”, Opp. D-mart, I.O.C. Petrol Pump Lane, Shivranjani Shyamal 132 Ft. Ring Road, Satellite, Ahmedabad – 380015, Gujarat Phone: +91-79-71001500 Website: www.jindaltextiles.com Email Id: csjindal@jindaltextles.com CIN: L17110GJ1986PLC008942