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JK Tyre & Industries Ltd. Proxy Solicitation & Information Statement 2026

Mar 23, 2026

61707_rns_2026-03-23_3c014923-76d4-43cd-8fbc-7aa1593cbffc.pdf

Proxy Solicitation & Information Statement

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KAMAL Digitally signed by KAMAL KUMAR KUMAR MANIK MANIK Date: 2026.03.23 12:57:13 +05'30'

3, Bahadur Shah Zafar Marg, New Delhi-110 002

NOTICE OF POSTAL BALLOT

(Pursuant to Section 110 of the Companies Act, 2013)

Dear Member(s),

Notice is hereby given to the Members of the Company, pursuant to the provisions of Section 110 read with Section 108 of the Companies Act, 2013 (the Act) and the Companies (Management and Administration) Rules 2014, other applicable laws and regulations, including any statutory modification(s) or re-enactment(s) thereof, if any, and in accordance with circulars issued by the Ministry of Corporate Affairs from time to time, in this regard, that the resolution(s) appended below is/are proposed to the Members of the Company to be passed as Special Resolution(s) by way of Postal Ballot only through electronic voting (remote e-voting):

To consider and, if thought fit, to give assent or dissent to the following Special Resolution(s):

“RESOLVED that Dr. Nand Gopal Khaitan (DIN: 00020588), who was appointed by the Board of Directors as an Additional Director of the Company with effect from 9[th] February 2026 in terms of Section 161 of the Companies Act, 2013 read with the Articles of Association of the Company, be and is hereby appointed as a Director of the Company.

RESOLVED FURTHER that pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Companies Act, 2013 and Regulations 17, 25 and other applicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Dr. Nand Gopal Khaitan be and is hereby appointed as an Independent Director of the Company to hold the office for a term of five consecutive years with effect from 9[th] February 2026.”

Regd. Offce:
Jaykaygram, PO - Tyre Factory,
By Order of the Board
Kankroli - 313 342 (Rajasthan)
Phone: 02952-233400/233000
Fax: 02952-232018
Email id:[email protected]
CIN: L67120RJ1951PLC045966
Website:www.jktyre.com
Date: 5thMarch, 2026
NOTES:
Kamal Kumar Manik
Company Secretary
  1. Statement pursuant to Section 102 of the Companies Act, 2013 (Act), setting out the material facts concerning the resolution mentioned in this Postal Ballot Notice, is annexed hereto.

  2. The Company has appointed Ms. Preeti Grover (Certificate of Practice No. - 6065) of M/s PG & Associates, Company Secretaries as Scrutinizer and Ms. Monika Jain (Certificate of Practice No. - 22831) of M/s Monika Jain & Associates, Company Secretaries as Alternate Scrutinizer, for conducting the postal ballot through remote e-voting in a fair and transparent manner and they have communicated their willingness to be appointed and be available for the purpose of ascertaining the requisite majority.

  3. Relevant documents referred to in the accompanying Postal Ballot Notice and the Statement pursuant to Section 102 of the Act, shall be available for inspection electronically from the date of circulation of this Postal Ballot Notice until the last date of remote e-voting. Members seeking to inspect such documents can send an email to [email protected]

  4. In compliance with the MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those members whose names appear on the register of members/register of beneficial owners as on 17[th] March 2026 (“cut-off date”) received from the Depositories and whose e-mail addresses are registered with the Company/Depositories as on the “cut-off date”. In terms of the said MCA Circulars, the requirement of sending copy of physical Notice of Postal Ballot along with the Postal Ballot Forms has been dispensed with till further orders.

  5. The Voting Rights of the shareholders shall be reckoned on the paid-up value of equity shares registered in the name of the Member(s) as on the “cut-off date” and any person who is not a member as on that date should treat this Notice for information purposes only.

  6. The Notice of Postal Ballot is also placed on the website of the Company at www.jktyre.com and websites of the stock exchanges, i.e., BSE Ltd. and National Stock Exchange of India Ltd. at www.bseindia.com and www.nseindia.com respectively. The Notice of the Postal Ballot is also available on the website of Central Depository Services (India) Ltd. (CDSL) at www.evotingindia.com.

  7. In compliance with the provisions of Sections 108, 110 of the Companies Act, 2013 read with relevant rules thereunder and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) read with relevant SEBI circulars, the Company is pleased to provide to its members, facility to exercise their right to vote on the proposed resolution(s) by electronic means and the business will be transacted through remote e-voting services provided by CDSL. The detailed instructions for remote e-voting are given in this Postal Ballot Notice.

  8. The Scrutinizer will submit her report as soon as possible after the last date of remote e-voting i.e., 22[nd] April 2026 but not later than 24[th] April 2026.

  9. The Chairman and in his absence any other authorised representative will declare/announce the result of Postal Ballot/e-voting at the Administrative Office of the Company on or before Friday, 24[th] April 2026, before close of business hours. The resolution(s) of postal ballot shall be deemed to have been passed on 22[nd] April 2026, being the last date for remote e-voting.

  10. The Results declared along with the Scrutinizer’s Report shall be placed on the website of the Company at www.jktyre.com and on the website of CDSL at www.evotingindia.com and shall simultaneously be forwarded to the Stock Exchanges on which the equity shares of the Company are listed i.e., www.bseindia.com and www.nseindia.com. The results of the voting of postal ballot will also be displayed at the Notice Board at the Registered Office and the Administrative Office of the Company.

11. Members who have not registered their e-mail addresses so far are requested to register their e-mail addresses for receiving all communications including Annual Report, Notices, Circulars, etc. from the Company electronically. In accordance with the MCA Circulars, the Company has made necessary arrangements for the members to register their e-mail address.

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12. Manner of registering/updating, e-mail addresses:

  • a) Members holding shares in Demat Mode: Please contact your Depository Participant (DP) and register your e-mail address in your demat account.

  • b) Members holding shares in Physical Mode: Submit Form ISR-1 (available on the website of the Company at www.jktyre.com) duly filled and signed along with requisite supporting documents to The Company Secretary, JK Tyre & Industries Ltd., 3[rd] Floor, Gulab Bhawan (Rear Side), 6A, Bahadur Shah Zafar Marg, New Delhi - 110 002 or to the Company’s Registrar to an Issue and Share Transfer Agent (RTA) at Alankit Assignments Limited, Alankit House, 4E/2, Jhandewalan Extension, New Delhi - 110 055.

  • SEBI vide its Master circular dated 31[st] July 2023 as amended from time to time has established a common Online Dispute Resolution Portal (“ODR Portal”) for resolution of disputes arising in the Indian Securities Market. Pursuant to above-mentioned circulars, post exhausting the option to resolve their grievances with the RTA/ Company directly and through existing SCORES platform, the investors can initiate dispute resolution through the ODR Portal (https://smartodr.in/login).The said circular is available on the website of the Company at www.jktyre.com.

  • SEBI vide its circular dated 30[th] January 2026, has opened a special window to facilitate re-lodgement of transfer deeds and dematerialisation of physical securities. The window will remain open for a period of one year, i.e., from 5[th] February 2026 to 4[th] February 2027. This special facility will be available for transfer and dematerialisation of physical shares that were sold or purchased prior to 1[st] April 2019. The facility extends to transfer requests that were submitted earlier but were rejected/ returned/ not attended to due to deficiencies in documents/ process/ or otherwise.

15. Voting through Electronic Mode

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

Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

  • (i) The voting period begins on 24[th] March 2026 from 10.00 A.M. and ends on 22[nd] April 2026 at 5.00 P.M. During this period, members of the Company holding equity shares either in physical form or in dematerialized form, as on the cut-off date i.e., 17[th] March 2026 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

  • (ii) Pursuant to the relevant SEBI Circulars under Regulation 44 of the Listing Regulations, all individual shareholders holding equity shares of the Company in demat mode can cast their vote, by way of a single login credential, through their demat accounts/websites of Depositories/ Depository Participants.

Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

  • (iii) Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for e-Voting for Individual shareholders holding securities in Demat Mode with CDSL/NSDL, is given below:

Login method for e-Votingfo r Individual shareholders holding securities in Demat Mode with CDSL/NSDL,is given below: r Individual shareholders holding securities in Demat Mode with CDSL/NSDL,is given below:
Type of shareholders Login Method
Individual Shareholders
holding
securities
in
Demat mode with CDSL
1)
2)
3)
4)
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
users to login to Easi / Easiest are requested to visit CDSL websitewww.cdslindia.comand click on
login icon & My Easi New (Token) tab.
After successful login, the Easi/Easiest user will be able to see the e-Voting option for eligible companies
where the e-voting is in progress as per the information provided by company. On clicking the e-voting
option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote
during the remote e-Voting period. Additionally, there are also links provided to access the system of all
e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly.
If the user is not registered for Easi/Easiest, option to register is available at CDSL website
www.cdslindia.com and click on login & My Easi New (Token) tab and then click on registration option.
Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN
from a e-Voting link available on www.cdslindia.comhome page. The system will authenticate the user
by sending OTP on registered Mobile Number and Email Id as recorded in the Demat Account. After
successful authentication, user will be able to see the e-Voting option where the e-Voting is in progress
and also able to directly access the system of all e-Voting Service Providers.

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Individual Shareholders
holding
securities
in
demat mode with NSDL
1)
2)
3)
4)
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.comeither on a Personal Computer
or on a mobile. Once the home page of e-Services is launched, click on the “Benefcial 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 remote e-Voting period.
If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com
Select “Register Online for IDeAS Portal” or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
Visit the e-Voting website of NSDL. Open web browser by typing the following URL:
https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of
e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’
section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat
account number held with NSDL), Password/OTP and a Verifcation 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 remote e-Voting period.
For OTP based login you can click onhttps://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp.
You will have to enter your 8-digit DP ID, 8-digit Client Id, PAN, Verifcation code and generate OTP.
Enter the OTP received on registered email id/mobile number and click on login. After successful
authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click
on company name or e-Voting service provider name and you will be re-directed to e-Voting service
provider’s website for casting your vote during the remote e-Voting period.
Individual Shareholders
(holding
securities
in
demat
mode)
login
through
their
Depository Participants
(DP)
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
remote e-Voting period.
Important Note:Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option
available at abovementioned website.

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


Depository i.e., CDSL and NSDL.
Login type Helpdesk details
Individual
Shareholders
holding
securities in Demat mode withCDSL
Members facing any technical issue in login can contact CDSL helpdesk by sending a request at
[email protected] or contact at toll free no. 1800 21 09911.
Individual
Shareholders
holding
securities in Demat mode withNSDL
Members facing any technical issue in login can contact NSDL helpdesk by sending a request at
[email protected] or call at 022-4886 7000.

Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

  • (iv) Login method for remote e-Voting for physical shareholders and shareholders other than individual, holding in Demat form:

  • 1) The shareholders should log on to the e-voting website www.evotingindia.com.

  • 2) Click on “Shareholders/Members” module.

  • 3) Now enter your User ID:

    • a. For CDSL: 16 digits Beneficiary ID.

    • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID.

    • c. Shareholders holding shares in physical form should enter Folio Number registered with the Company.

  • 4) Next enter the Image Verification as displayed and Click on Login.

  • 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.

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  • 6) If you are a first-time user, follow the steps given below:-
If you are a frst-time user, follow the steps given below:- If you are a frst-time user, follow the steps given below:-
For Physical shareholders and other than individual shareholders holding shares in Demat form
PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both
demat shareholders as well as physical shareholders)

Shareholders who have not updated their PAN with the Company/Depository Participant are
requested to use the sequence number sent by Company/RTA or contact Company/RTA.

In case the sequence number is less than 8 digits, enter the applicable number of 0’s before
the sequence number and after the frst two characters of the name in CAPITAL letters e.g.,
if your name is Ramesh Kumar and sequence number is 1, then enter RA00000001 in the
PAN feld.
Dividend Bank Details OR Date
of Birth (DOB)
Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your
demat account or in the Company records in order to login.

If both the details are not recorded with the depository or Company, please enter the Member
Id/folio number in the Dividend Bank details feld.
  • (v) After entering these details appropriately, click on “SUBMIT” tab.

  • (vi) Shareholders holding shares in physical form will then directly reach the Company selection screen. 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.

(vii) For shareholders holding shares in physical form, the details can be used only for e-Voting on the resolutions contained in this Notice.

(viii) Click on the EVSN relevant for ‘JK Tyre & Industries Ltd.’

  • (ix) 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. The option ‘YES’ implies that you assent to the Resolution and option ‘NO’ implies that you dissent to the Resolution.

  • (x) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

  • (xi) 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.

  • (xii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

  • (xiii) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

  • (xiv) 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.

  • (xv) There is also an optional provision to upload BR/POA, if any uploaded, which will be made available to the Scrutinizer for verification.

  • (xvi) Additional Facility for Non – Individual Shareholders and Custodians – For Remote e-Voting only:

  • Non-Individual shareholders (i.e., other than Individuals, HUF, NRI, etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

  • A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

  • After receiving the login details, a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

  • The list of accounts linked in the login will be mapped automatically and can be delinked in case of any wrong mapping.

  • It is mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the Scrutinizer to verify the same.

  • Alternatively, Non Individual shareholders are required to mandatorily send the relevant Board Resolution/ Authority letter, etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address i.e., [email protected], if they have voted from individual tab and not uploaded same in the CDSL e-Voting system for the Scrutinizer to verify the same.

B. PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL ID/MOBILE NUMBERS ARE NOT REGISTERED WITH THE COMPANY/ DEPOSITORIES:

  • (i) For Physical shareholders - please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to [email protected] or [email protected].

  • (ii) For Demat shareholders - Please update your Email Id and Mobile Number with your respective Depository Participant (DP).

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  • (iii) For Individual Demat shareholders – Please update your Email Id & Mobile Number with your respective Depository Participant (DP) which is mandatory while e-Voting and joining virtual meetings through Depository.

C. OTHER INSTRUCTIONS:

  • (i) If you have any queries or issues regarding remote e-Voting from the CDSL e-Voting System, you can write an email to [email protected] or contact at toll free no. 1800 21 09911.

  • (ii) All grievances connected with the facility for voting by electronic means may be addressed to Shri Rakesh Dalvi, Assistant Vice President, Central Depository Services (India) Limited (CDSL), A Wing, 25[th] Floor, Marathon Futurex, Mafatlal Mills Compound, N.M. Joshi Marg, Lower Parel (East), Mumbai - 400 013 or send an email to [email protected] or call toll free no. at 1800 21 09911.

STATEMENT UNDER SECTION 102 OF THE COMPANIES ACT, 2013

Based on the recommendation of the Nomination and Remuneration Committee, the Board at its meeting held on 6[th] February 2026 appointed Dr. Nand Gopal Khaitan as an Additional Director in the category of Independent Director for a term of five consecutive years w.e.f. 9[th] February 2026, subject to approval of the members of the Company within stipulated time from the date of appointment.

Pursuant to the provisions of Section 161 of the Companies Act, 2013 (Act), Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and the Articles of Association of the Company, Dr. Nand Gopal Khaitan holds office only up to the date of the next general meeting or for a period of three months from the date of appointment, whichever is earlier. The Special Resolution(s) proposed in this Postal Ballot Notice is for approval of the members for appointment of Dr. Nand Gopal Khaitan as a Director of the Company and also as an Independent Director for a period of five consecutive years.

The Company has received declaration from Dr. Nand Gopal Khaitan that he meets the criteria of independence and is not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact his ability to discharge his duties with an objective independent judgment and without any external influence, as prescribed under the said Act and the Listing Regulations. Dr. Nand Gopal Khaitan is not disqualified from being appointed as a Director in terms of Section 164 of the said Act or debarred from holding the office of a Director pursuant to any SEBI Order or any other such authority. The Company has also received a notice under Section 160 of the Companies Act, 2013 from a shareholder proposing name of Dr. Nand Gopal Khaitan for appointment as an Independent Director of the Company.

In the opinion of the Board, Dr. Nand Gopal Khaitan fulfills the conditions specified in the said Act, Rules made thereunder and the Listing Regulations for his appointment as an Independent Director of the Company and he is independent of the Management. His appointment on the Board also satisfies the requirement of the Listing Regulations for appointment of an Independent Director on the Board of the Company. As an Independent Director, he will not be liable to retire by rotation and accordingly, while ascertaining total number of directors for the purposes of determining directors liable to retire by rotation, the Independent Director shall not be included.

Copy of the draft letter of appointment of Dr. Nand Gopal Khaitan as an Independent Director setting out the terms and conditions would be available for inspection.

Brief resume of Dr. Nand Gopal Khaitan:

Dr. Nand Gopal Khaitan, aged seventy four years, is practicing as Attorney and Advocate in the Hon’ble Calcutta High Court and the

Hon’ble Supreme Court of India, He is a Senior Partner of M/s Khaitan & Co. which is one of the largest law firms in India. He is a Notary appointed by the Government of India.

Dr. Nand Gopal Khaitan has passed Attorneyship Examination from the Calcutta High Court in the year 1974 and was awarded S. N. Banerjee Memorial Prize for standing first in the Preliminary Examination, Greaves Prize and Sree Hirendra Prize for standing first in the Intermediate Examination, Sree Hirendra Prize for standing first in the Final Examination; for the admission of Attorneys and Bell Chamber’s Gold Medal for standing first in all the Law Examinations.

He has been conferred Doctor of Letters (Honoris Causa) by National Institute of Technology, Sikkim, in recognition for his outstanding contribution in the field of law and philanthropy.

He is a Director on the Boards of various listed and unlisted companies. He has been President of Indian Council of Arbitration, New Delhi, Former President and Chairman of 125[th] Anniversary Celebration Committee, Bharat Chamber of Commerce, Kolkata - oldest & the largest body of Trade & Industry in Eastern India and a Member of Executive Committee of the Federation of Indian Chamber of Commerce and Industry, New Delhi, in addition to various leadership positions held in social clubs/educational institutions, horticulture society, etc. He has vast experience of over 50 years in all aspects of laws. He has also been a lead speaker in different seminars and symposiums on varied legal issues.

Dr. Khaitan has skills and expertise in the areas of Legal and Corporate Governance. Dr. Khaitan possesses requisite skills, knowledge and experience to make effective contribution to the Board and its committees and meets the requirements.

Dr. Khaitan was appointed as a director on the Board of the Company w.e.f. 9[th] February 2026 and accordingly, he is entitled to attend the Board Meeting after the said date. Between the said date of appointment and upto the date of this Postal Ballot Notice, no Board Meeting was held. Dr. Khaitan does not hold any Equity Share of the Company including shareholding as a beneficial owner and he is not related to any Director or Key Managerial Personnel of the Company. The terms and conditions of his appointment are as per the Resolution of this Postal Ballot Notice read with the Statement under Section 102 of the Companies Act, 2013. As an Independent Director of the Company, he is entitled to fee for participating in the meetings of the Board or Committees thereof, reimbursement of expenses for participating in the said meetings and profit related commission, within the limits stipulated under the Companies Act, 2013 and the approval of the Members, wherever applicable.

His other Directorships: (A) Listed Companies – He is a Director of AGI Greenpac Ltd., Mangalam Cement Ltd., Hindware Home Innovation Ltd., Shyam Metalics and Energy Ltd. and HEG Ltd. (B) Unlisted Companies – He is a Director of Rowdon Business Private Ltd., Xenix Servis Private Ltd., Ushodaya Marketing Private Ltd. and Srijan Vinimay Private Ltd. Chairmanship/ Membership of Dr. Khaitan in the Committees of Directors in other companies in terms of Regulation 26 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 - Chairman of Stakeholders Relationship Committee of Mangalam Cement Ltd. and a member of Stakeholders Relationship Committee of Hindware Home Innovation Ltd. He is a member of Audit Committee of Mangalam Cement Ltd., Hindware Home Innovation Ltd. and HEG Ltd. Listed entities from which Dr. Khaitan has resigned in the past three years – Reliance Chemotex Industries Ltd. and India Power Corporation Ltd. His Director Identification Number is 00020588.

Further, as per Regulation 17(1A) of the Listing Regulations, consent of the Members by way of Special Resolution is also required for continuation as a Non-executive Director beyond the age of seventy five years. During the proposed term of appointment, Dr. Nand Gopal Khaitan will attain the age of seventy five years in May 2026. The Special Resolution set out in the Postal Ballot Notice for his

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appointment, shall also be deemed to have been proposed under the Listing Regulations for continuation of Dr. Nand Gopal Khaitan as an Independent Director beyond the age of seventy five years.

Considering his knowledge & skills, background and experience, the Board considers that appointment of Dr. Khaitan will be of immense benefit to the Company and it is desirable to have Dr. Khaitan as an Independent Director of the Company.

The Board recommends the aforesaid Resolution for approval by the members by means of a Special Resolution.

Except Dr. Nand Gopal Khaitan and his relatives to the extent of their shareholding, if any, in the Company, none of the Directors or Key Managerial Personnel of the Company and/or their relatives are

concerned or interested, financially or otherwise, in the aforesaid resolution.

Regd. Office: By Order of the Board Jaykaygram, PO - Tyre Factory, Kankroli - 313 342 (Rajasthan) Phone: 02952-233400/233000 Fax: 02952-232018 Email id: [email protected] CIN: L67120RJ1951PLC045966 Website: www.jktyre.com Kamal Kumar Manik Date: 5[th] March, 2026 Company Secretary

By Order of the Board

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