JSL Industries Ltd. — Proxy Solicitation & Information Statement 2025

Feb 14, 2025

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Village: Mogar - 388 340, Tal. & Dist.: Anand, Gujarat (India) Phone no.: 02692 - 280224 | Email: jsl@jslmogar.com Website: www.jslmogar.com | CIN No.: L31100GJ1966PLC001397

By Electronic Mode

February 14, 2025

To, BSE Limited

P. J. Towers, Dalal Street, Mumbai - 400 001

Scrip Code: 504080

Subject: Intimation of Notice of Postal Ballot dated February 07, 2025 in accordance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Dear Sir/Madam,

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “ SEBI Listing Regulations ”), we hereby enclose a copy of the Notice of Postal Ballot dated February 07, 2025, together with the explanatory statement (the “ Notice ”) being sent to the Members of the Company today i.e., February 14 , 2025, for seeking their approval by way of a Special Resolution in accordance with the SEBI Listing Regulations and other applicable law, through remote e-voting for the following resolution:

Sr. No.	Description of Resolution
1.	Appointment of Mr. Pradeep Sinha (DIN: 02209180)as an Independent Director of the Companyfor an initial term of fiveyears.(Special Resolution)

In compliance with the guidelines prescribed by the Ministry of Corporate Affairs (the “ MCA ”) vide General Circular Nos. 14/2020 dated April 08, 2020 and 17/2020 dated April 13, 2020, read with General Circular no. 09/2023 dated September 09, 2023 General Circular No. 09/2024 dated September 19, 2024 and other relevant General Circulars issued by MCA from time to time (the “ MCA Circulars ”), the Company is dispatching the Notice electronically to all those members, whose e-mail addresses are registered with the Company/Depositories/RTA of the Company i.e., MCS Share Transfer Agent Limited and whose names appear in the Register of Members or Register of Beneficial Owners maintained by the Depositories as on Tuesday, February 11, 2025, being the cut-off date , which will be considered for the purposes of remote e-voting. A person who is not a member of the Company as on the cut-off date should treat the Notice for information purposes only.

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Village: Mogar - 388 340, Tal. & Dist.: Anand, Gujarat (India) Phone no.: 02692 - 280224 | Email: jsl@jslmogar.com Website: www.jslmogar.com | CIN No.: L31100GJ1966PLC001397

Members holding shares in electronic form and who have not updated their email or KYC details are requested to register/update the details in their demat account, as per the process advised by their respective Depository Participant. Shareholders holding shares in physical form who have not updated their email or KYC details are requested to register/update the said details in prescribed Form ISR 1, ISR 2, ISR 3 and SH 13, with the Registrar and Share Transfer Agent of our Company, MCS Share Transfer Agent Limited, 1[st] Floor, Neelam Apartment, 88 - Sampatrao Colony, above Chhappanbhog, Alkapuri, Vadodara - 390007 (“ MCS ”). The Members can access Form ISR 1 and other relevant forms on the website of the Company at http://www.jslmogar.com/investor/index

Alternatively, members may register their email addresses with MCS/the Company on a temporary basis to ensure the receipt of Postal Ballot Notice by sending an email on mcsltdbaroda@gmail.com/cs@jslmogar.com. Post successful registration of the email address, the member would get soft copy of the Notice and the procedure for remote e-voting along with the user ID and password to enable remote e-voting for this Postal Ballot. In case of any queries, members may write to: mcsltdbaroda@gmail.com.

The Company has engaged the services of Central Depository Services (India) Limited (“ CDSL ”) for the purpose of providing remote e-voting facility to all its members. The remote e-voting will commence from Monday, February 17, 2025 at 9:00 a.m. (IST) and shall end on Tuesday, March 18, 2025 at 5:00 p.m. (IST) . The remote e-voting module shall be disabled by CDSL for voting after 5:00 p.m. (IST) on Tuesday, March 18, 2025. The results will be announced on or before Thursday, March 20, 2025 by the Chairman or any Director or any person authorized by the Chairman. The assent or dissent of the members on the resolution mentioned in the Notice would only be taken through the remote e-voting system as per the MCA Circulars.

The Notice has also been placed on the website of the Company at www.jslmogar.com and website of CDSL at www.evotingindia.com.

We request you to kindly take the above information on record.

Thanking you,

Yours faithfully,

For JSL Industries Limited

YOGIRAJ Digitally signed by YOGIRAJ HEMANT HEMANT ATRE Date: 2025.02.14 ATRE 08:38:26 +05'30'

___

Yogiraj Hemant Atre Company Secretary & Compliance Officer M. No.: ACS 67439

Encl.: As Above

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Village: Mogar - 388 340, Tal. & Dist.: Anand, Gujarat (India) Phone no.: 02692 - 280224 | Email: jsl@jslmogar.com Website: www.jslmogar.com | CIN No.: L31100GJ1966PLC001397

NOTICE OF POSTAL BALLOT

[Notice pursuant to Section 110 of the Companies Act, 2013 and Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014]

To,

The Members of JSL Industries Limited,

Notice is hereby given pursuant to the provisions of Sections 108 and 110, and other applicable provisions of the Companies Act, 2013, as amended (“the Act”), read together with the Companies (Management and Administration) Rules, 2014, as amended (“the Management Rules”), General Circular No. 09 / 2024 dated September 19, 2024 issued by the Ministry of Corporate Affairs, Government of India, and Circular SEBI/HO/CFD/CFD-PoD2/P/CIR/2024/133 dated October 3, 2024 issued by Securities and Exchange Board of India (SEBI) (hereinafter collectively referred to as “the Circulars”), Secretarial Standards on General Meetings issued by the Institute of Company Secretaries of India (“SS-2”) and any other applicable laws, rules, circulars, notifications and regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), that the resolutions appended below, be passed by the Members of the Company (as on “the Cut-off Date”), through postal ballot (“the Postal Ballot”) only by way of remote e-voting (“e-voting”) means only.

An Explanatory Statement pursuant to Sections 102, 110 and other applicable provisions, if any, of the Act, pertaining to the resolutions setting out the material facts and reasons thereof, is appended to this Postal Ballot Notice

In compliance with Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (Listing Regulations) and pursuant to the 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 resolutions is restricted only to e-voting i.e., by casting votes electronically instead of submitting postal ballot forms. Accordingly, the Postal Ballot Notice and instructions for e-voting are being sent only through electronic mode to those Members whose email address is registered with the Company/ depository participant(s)/ Registrar and Share Transfer Agent of our Company, MCS Share Transfer Agent Ltd. The details of the procedure to cast the vote form part of the Notes to this Notice.

The Company has appointed Mr. J. J. Gandhi, Company Secretary in Practice (Membership No. FCS: 3519; CP No.: 2515), to act as the Scrutinizer, for conducting the Postal Ballot process, in a fair and transparent manner. The Scrutinizer will submit his report to the Chairman of the Company or any other person authorized by the Chairman, and the results of the voting by Postal Ballot will be announced not later than 48 hours from the conclusion of the e-voting.

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Village: Mogar - 388 340, Tal. & Dist.: Anand, Gujarat (India) Phone no.: 02692 - 280224 | Email: jsl@jslmogar.com Website: www.jslmogar.com | CIN No.: L31100GJ1966PLC001397

The result declared along with the Scrutinizer’s report shall be communicated in the manner provided in this Postal Ballot Notice.

In terms of the provisions of Section 108 of the Companies Act, 2013 (“ the Act ”) read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (hereinafter called " the Rules " for the purpose of this section of the Notice) and Regulation 44 of the Listing Regulations read with MCA Circulars and applicable SEBI Circulars, the Company is providing facility to exercise votes on the item of business given in the Notice through electronic voting system only, to members holding shares as on February 11, 2025 being the Cut-off date fixed for determining voting rights of members, entitled to participate in the E-voting process, through the E-voting platform provided by Central Depository Services (India) Limited (“ CDSL ”)

The e-voting facility will be available during the following period:

Commencement of e-voting period	9.00 a.m. IST on Monday,February17,2025
Conclusion of e-voting period	5.00p.m. IST on Tuesday,March 18,2025

The e-voting facility will be disabled by CDSL immediately after 5.00 p.m. IST on Tuesday, March 18, 2025 and will be disallowed thereafter. The results of the postal ballot will be announced on or before Thursday, March 20, 2025.

The results along with the Scrutinizer's Report would be intimated to BSE Limited at www.bseindia.com , where the Equity Shares of the Company are listed. The results will also be uploaded on the Company's website at www.jslmogar.com and on the website of CDSL at www.evotingindia.com.

The last date of e-voting, i.e., March 18, 2025, shall be the date on which the resolutions would be deemed to have been passed, if approved by the requisite majority. Further, resolutions passed by the members through postal ballot are deemed to have been passed as if they are passed at a general meeting of the members.

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Village: Mogar - 388 340, Tal. & Dist.: Anand, Gujarat (India) Phone no.: 02692 - 280224 | Email: jsl@jslmogar.com Website: www.jslmogar.com | CIN No.: L31100GJ1966PLC001397

SPECIAL BUSINESS:

Item No. 1:

To consider and if thought fit, to pass the following resolution as a SPECIAL RESOLUTION: APPOINTMENT OF MR. PRADEEP SINHA (DIN: 02209180) AS AN INDEPENDENT DIRECTOR OF THE COMPANY FOR AN INITIAL TERM OF FIVE YEARS

“RESOLVED THAT pursuant to the provisions of Sections 149, 152, 161, read with Schedule IV and other applicable provisions of the Companies Act, 2013 (the “Act”) and rules mentioned thereunder, Regulation 16, 17 and other applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (the “SEBI Listing Regulation”), if any [including any statutory modification, amendment, or re-enactment thereof for the time being in force] and the Articles of Association of the Company and recommendation of the Nomination and Remuneration Committee and approval the Board of Directors, Mr. Pradeep Sinha (DIN: 02209180) who was appointed as an Additional Director in the capacity of an NonExecutive Independent Director, who meets the criteria for independence as provided in Section 149(6) of the Act and the Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations and who has submitted a declaration to that effect and who is eligible for appointment and in respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the Act proposing his candidature for the office of a Director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, for an initial term of five years w.e.f., February 07, 2025 to February 06, 2030 (both days inclusive).

RESOLVED FURTHER THAT the Board of Directors or the Key Managerial Personnels (KMPs), be and are hereby severally authorised to settle any question, difficulty or doubt, that may arise in giving effect to this resolution and to sign and execute all such documents and papers (including appointment letter etc.) as may be required for this purpose and file necessary e- form with the Registrar of Companies and to do all such acts, deeds and things as may be necessary, expedient and desirable for the purpose of giving effect to this resolution and for matters concerned and incidental thereto.”

Place: Mogar By order of the Board of Directors Date: February 07, 2025 Registered Office Sd/Village Mogar - 388 340 Yogiraj Hemant Atre Tal. & Dist. Anand, Gujarat. Company Secretary & Compliance Officer CIN NO: L31100GJ1966PLC001397 (M No.: A-67439)

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Village: Mogar - 388 340, Tal. & Dist.: Anand, Gujarat (India) Phone no.: 02692 - 280224 | Email: jsl@jslmogar.com Website: www.jslmogar.com | CIN No.: L31100GJ1966PLC001397

NOTES: -

1. The Explanatory Statement pursuant to Section 102 of the Act read with Section 110 of the Act and Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”) as amended, setting out the material facts relating to the special business to be transacted as mentioned in Item No. 1 is annexed to the Postal Ballot Notice.

2. In accordance with the MCA Circulars, the Company is sending the Notice of Postal Ballot only through electronic mode to all those members whose e-mail addresses are registered with the Company or Depositories/Depository participants or Company's Registrar and Transfer Agent i.e., MCS Share Transfer Agent Limited. The hard copy of the Notice of Postal Ballot along with Postal Ballot forms and pre-paid Business Reply Envelopes is not being sent to Members for this Postal Ballot. Accordingly, the communication of the assent or dissent of the Members would take place through the e-voting system only.

3. Those members who have not registered their e-mail addresses in respect of their holdings shall follow the process as mentioned below in order to register their e-mail addresses and receive this Notice and cast their vote electronically:

4. a. Members holding shares in electronic form and who have not updated their email or KYC details are requested to register/update the details in their demat account, as per the process advised by their respective Depository Participant. Members holding shares in physical form who have not updated their email or KYC details are requested to register/update the said details in prescribed Form ISR 1, ISR 2, ISR 3 and SH 13 with the Registrar and Share Transfer Agent of our Company, MCS Share Transfer Agent Limited, 1[st] Floor, Neelam Apartment, 88, Sampatrao Colony, above Chhappanbhog, Alkapuri, Vadodara - 390007 (“MCS”). The shareholders can access Form ISR 1 and other relevant forms on the website of the Company at http://www.jslmogar.com/investor/index/ investor-info.

5. b. Alternatively, you may register your email address with MCS / the Company on a temporary basis to ensure the receipt of Postal Ballot Notice by sending an email on mcsltdbaroda@gmail.com. Post successful registration of the email address, the member would get soft copy of the Notice and the procedure for remote e-voting along with the user ID and password to enable remote e-voting for this Postal Ballot. In case of any queries, members may write to: mcsltdbaroda@gmail.com .

6. c. Those members who have already registered their email addresses are requested to keep their email addresses validated with their Depository Participants / MCS Share Transfer Agent Limited to enable servicing of notices and documents electronically to their e-mail address.

7. The Notice is being sent to those members, whose names appear in the register of members/ list of beneficial owners as received from National Securities Depository Limited (“NSDL”)/ Central Depository Services (India) Limited (“CDSL”) as on Tuesday, February 11, 2025 (“ Cutoff Date ” ) , which will be considered for the purposes of remote e-voting. A person who is not a member as on the aforesaid date should treat this Notice for information purposes only.

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Village: Mogar - 388 340, Tal. & Dist.: Anand, Gujarat (India) Phone no.: 02692 - 280224 | Email: jsl@jslmogar.com Website: www.jslmogar.com | CIN No.: L31100GJ1966PLC001397

1. The voting rights of the members shall be in proportion to their share in the paid-up equity share capital of the Company as on Cut-off Date i.e., Tuesday, February 11, 2025.

2. The resolution passed by the members through Postal Ballot is deemed to have been passed on the last date specified for remote e-voting i.e., Tuesday, January 18, 2025 and the same has been deemed to be passed at a General Meeting of the members.

3. Relevant documents referred to in the Postal Ballot Notice and the Statement are available for inspection by the Members at the Registered Office of the Company during 11:00 a.m. to 03:00 p.m. on all working days (Monday - Friday) from the date of dispatch of the Notice i.e., Friday, February 14, 2025 till the last date for e-voting i.e., Tuesday, January 18, 2025. Members are requested to write to the Company Secretary on cs@jslmogar.com for inspection of said documents mentioning their names, folio numbers, DP ID and Client ID during the voting period.

4. The Notice has also been placed on the website of the Company at www.jslmogar.com and on the website of CDSL at www.evotingindia.com and will also be available on the website of Stock Exchange at www.bseindia.com.

5. A member cannot exercise his vote by proxy on Postal Ballot. All members are requested to cast their votes only through remote e-voting as per the procedure provided herein.

THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING ARE AS UNDER:

• (i) The voting period commences on Monday, February 17, 2025 at 09:00 A.M. (IST) and ends on Tuesday, January 18, 2025 at 05:00 P.M. (IST) (both days inclusive). During this period shareholders of the Company, holding shares either in physical form or in dematerialized form as on Cut-off Date i.e., Tuesday, February 11, 2025 , may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

• (ii) Pursuant to SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023, under Regulation 44 of the SEBI Listing Regulations, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders ,

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Village: Mogar - 388 340, Tal. & Dist.: Anand, Gujarat (India)

Phone no.: 02692 - 280224 | Email: jsl@jslmogar.com Website: www.jslmogar.com | CIN No.: L31100GJ1966PLC001397

by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants . Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

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

• (iii) In terms of SEBI Master Circular no. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023 dated July 11, 2023 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email id in their demat accounts in order to access e-Voting facility.

Pursuant to above said SEBI Circular , Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode is given below:

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Type of Login Method
shareholders
1) Users who have opted for CDSL Easi / Easiest facility, can
Individual login through their existing user id and password. The users
Shareholders to login to Easi / Easiest are requested to visit cdsl website
holding www.cdslindia.com and click on login icon & New System
securities in Myeasi Tab.
Demat mode
with CDSL 2) After successful login the Easi / Easiest user will be able to
see the e-Voting option for eligible companies where the
Depository
evoting is in progress as per the information provided by
company. On clicking the evoting option, the user will be
able to see e-Voting page of the e-Voting service provider
for casting your vote during the remote e-Voting period or
joining virtual meeting & voting during the meeting.
Additionally, there is also links provided to access the
system of all e-Voting Service Providers, so that the user can
visit the e-Voting service providers’ website directly.
3) If the user is not registered for Easi/Easiest, option to
register is available at cdsl website www.cdslindia.com and
click on login & New System Myeasi Tab and then click on
registration option.
4) Alternatively, the user can directly access e-Voting page by
providing Demat Account Number and PAN No. from a e-
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Village: Mogar - 388 340, Tal. & Dist.: Anand, Gujarat (India) Phone no.: 02692 - 280224 | Email: jsl@jslmogar.com Website: www.jslmogar.com | CIN No.: L31100GJ1966PLC001397

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Voting link available on www.cdslindia.com home page.
The system will authenticate the user by sending OTP on
registered Mobile & Email as recorded in the Demat
Account. After successful authentication, user will be able
to see the e-Voting option where the evoting is in progress
and also able to directly access the system of all e-Voting
Service Providers.
1) If you are already registered for NSDL IDeAS facility, please
Individual visit the e-Services website of NSDL. Open web browser by
Shareholders typing the following URL: https://eservices.nsdl.com either
holding on a Personal Computer or on a mobile. Once the home
securities in page of e-Services is launched, click on the “Beneficial
demat mode Owner” icon under “Login” which is available under ‘IDeAS’
with NSDL section. A new screen will open. You will have to enter your
Depository 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.
2) 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
3) Visit the e-Voting website of NSDL. Open web browser by
typing the following URL: https://www.evoting.nsdl.com/
either on a Personal Computer or on a mobile. Once the
home page of e-Voting system is launched, click on the icon
“Login” which is available under ‘Shareholder/Member’
section. A new screen will open. You will have to enter your
User ID (i.e. your sixteen digit demat account number hold
with NSDL), Password/OTP and a Verification Code as shown
on the screen. After successful authentication, you will be
redirected to NSDL Depository site wherein you can see e-
Voting page. Click on company name or e-Voting service
provider name and you will be redirected to e-Voting service
provider website for casting your vote during the remote e-
Voting period.
Individual You can also login using the login credentials of your demat
Shareholders account through your Depository Participant registered
(holding with NSDL/CDSL for e-Voting facility. After Successful login,
securities in you will be able to see e-Voting option. Once you click on e-
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Village: Mogar - 388 340, Tal. & Dist.: Anand, Gujarat (India) Phone no.: 02692 - 280224 | Email: jsl@jslmogar.com Website: www.jslmogar.com | CIN No.: L31100GJ1966PLC001397

demat Voting option, you will be redirected to NSDL/CDSL mode) login Depository site after successful authentication, wherein you through their can see e-Voting feature. Click on company name or e- Depository Voting service provider name and you will be redirected to Participants e-Voting service provider website for casting your vote (DP) 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

	**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 helpdesk.evoting@cdslindia.com 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 evoting@nsdl.co.in or call at toll free nos.: 022 - 4886 7000 and 022 - 2499 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 Shareholders other than individual shareholders holding in Demat form & Physical Shareholders.

a) The Shareholders should log on to the e-voting website www.evotingindia.com.

• b) Click on “Shareholders” module.

• c) 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.

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

• e) 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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Village: Mogar - 388 340, Tal. & Dist.: Anand, Gujarat (India) Phone no.: 02692 - 280224 | Email: jsl@jslmogar.com Website: www.jslmogar.com | CIN No.: L31100GJ1966PLC001397

• f) If you are a first-time user follow the steps given below:

If you are a first-time user follow the steps given below:	If you are a first-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 byCompany/RTA or contact Company/RTA.
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 field.

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

• h) 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.

• i) For Shareholders holding shares in physical form, the details can be used only for e- voting on the resolutions contained in this Notice.

• j) Click on the EVSN of the Company 250129001 to vote.

• k) 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.

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

• m) 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.

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

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

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Village: Mogar - 388 340, Tal. & Dist.: Anand, Gujarat (India) Phone no.: 02692 - 280224 | Email: jsl@jslmogar.com Website: www.jslmogar.com | CIN No.: L31100GJ1966PLC001397

• p) 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.

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

• r) Additional facility for Non - Individual Shareholders and Custodians - Remote 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 helpdesk.evoting@cdslindia.com.

• 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 & can be delink 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 viz; cs@jslmogar.com, if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

1. 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 mcsltdbaroda@gmail.com / cs@jslmogar.com.

2. For Demat shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP).

3. For Individual Demat shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting.

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Village: Mogar - 388 340, Tal. & Dist.: Anand, Gujarat (India) Phone no.: 02692 - 280224 | Email: jsl@jslmogar.com Website: www.jslmogar.com | CIN No.: L31100GJ1966PLC001397

If you have any queries or issues regarding e-Voting from the CDSL e-Voting system, you can write an email to helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 21 09911.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25[th] Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call on 1800 21 09911.

The Scrutinizer will submit his report to the Chairman of the Company, or any person duly authorized by him after completion of the scrutiny of votes cast. The Chairman or any Director or any other person authorized by the Chairman shall declare the results of the Postal Ballot on or before Thursday, March 20, 2025.

The results along with the Scrutinizer's report will also be posted on Company's website at www.jslmogar.com, the website of CDSL at www.evotingindia.com and also on the website of the Stock Exchange i.e., BSE Limited at www.bseindia.com.

Subject to, and in compliance with, the directions/notifications/circulars issued by the Central/ State Government(s)/relevant authorities, the Company will also display the results at its Registered Office.

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Village: Mogar - 388 340, Tal. & Dist.: Anand, Gujarat (India) Phone no.: 02692 - 280224 | Email: jsl@jslmogar.com Website: www.jslmogar.com | CIN No.: L31100GJ1966PLC001397

THE EXPLANATORY STATEMENT SETTING OUT THE MATERIAL FACTS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 1:

The Board of Directors in their meeting held on February 07, 2025, on recommendation of Nomination and Remuneration Committee, approved appointment of Mr. Pradeep Sinha (DIN: 02209180) as an Additional Director in the capacity of Non-Executive Independent Director of the Company w.e.f., February 07, 2025, in accordance with Sections 149, 152, 161, Schedule IV and other applicable provisions of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014, the SEBI Listing Regulations [including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force] and the Articles of Association of the Company to hold office for a period of five years up to February 06, 2030, not liable to retire by rotation, subject to the approval of the shareholders through Special Resolution.

Brief profile of Mr. Pradeep Sinha is set-out below:

Mr. Pradeep Sinha has done his Post-graduation in Industrial Design from National Institute of Design, Ahmedabad. He has over 30+ years of cumulative experience as a Product Designer, Organizational Development, Performance Consulting, Facilitation, and Leadership Development services. He is also proficient in handling international assignments across a variety of multinational organizations. He has good knowledge of cross-cultural teams, and organizational development. He has deep insights into Business Financial Planning.

The Company has received following documents/confirmations from Mr. Pradeep Sinha:

• a. consent to act as a Director of the Company;

• b. declaration confirming that he meets the criteria of independence as prescribed under the Act and the SEBI Listing Regulations;

• c. confirmation that he is not disqualified from being appointed as a Director in terms of Section 164 of the Act;

• d. declaration that he has not been debarred from holding the office of Director by virtue of any order passed by the Securities and Exchange Board of India or any such authority.

Further, Mr. Pradeep Sinha has confirmed that he 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 as an Independent Director of the Company. Mr. Pradeep Sinha has confirmed that he is in compliance with Rules 6(1) and 6(2) of the Companies (Appointment

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Village: Mogar - 388 340, Tal. & Dist.: Anand, Gujarat (India) Phone no.: 02692 - 280224 | Email: jsl@jslmogar.com Website: www.jslmogar.com | CIN No.: L31100GJ1966PLC001397

and Qualification of Directors) Rules, 2014, with respect to his registration with the databank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

In the opinion of the Nomination and Remuneration Committee and the Board of Directors, Mr. Pradeep Sinha fulfils the conditions of independence specified in the Act, the SEBI Listing Regulations and is independent of the management.

As an Additional Director, Mr. Pradeep Sinha holds office up to the date of the next general meeting of the Company or for a period of three months from the date of appointment by the Board of Directors, whichever is earlier and is eligible for being appointed as an Independent Director of the Company, subject to the approval of the shareholders. The Company has received a notice in writing from a member under Section 160(1) of the Act proposing the candidature of Mr. Pradeep Sinha for the office of Director of the Company.

Accordingly, it is proposed to seek approval of shareholders of the Company by way of a Special Resolution through Postal Ballot for appointment of Mr. Pradeep Sinha as an Independent Director on the Board of Directors of the Company to hold office for an initial term of five years w.e.f., 07[th] February, 2025 to 06[th] February, 2030 (both days inclusive), not liable to retire by rotation. The Board of Directors of the Company recommends the Special Resolution set out in this Postal Ballot Notice for the approval of the members.

Other relevant information as required under the Act, SEBI Listing Regulations and SS-2 is provided in the ‘Annexure’ to this Postal Ballot Notice.

A copy of draft letter of appointment of Mr. Pradeep Sinha setting out the terms and conditions of appointment has been uploaded on the website of the Company www.jslmogar.com. Other than Mr. Pradeep Sinha and his relatives, to whom the resolution relates, none of the Directors, Key Managerial Personnel, or their relatives are in any way, concerned or interested, financially or otherwise, except to the extent of their respective shareholding, if any, in the proposed Special Resolution as set out in this Postal Ballot Notice.

This statement may also be regarded as an appropriate disclosure under the SEBI Listing Regulations.

Place: Mogar By order of the Board of Directors Date: February 07, 2025

Registered Office Sd/Village Mogar - 388 340 Yogiraj Hemant Atre Tal. & Dist. Anand, Gujarat. Company Secretary & Compliance Officer CIN NO: L31100GJ1966PLC001397 (M No.: A-67439)

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Village: Mogar - 388 340, Tal. & Dist.: Anand, Gujarat (India) Phone no.: 02692 - 280224 | Email: jsl@jslmogar.com Website: www.jslmogar.com | CIN No.: L31100GJ1966PLC001397

ANNEXURE TO NOTICE

Particulars of the Directors seeking appointment/re-appointment pursuant to the requirement of Regulation 36(3) of the SEBI Listing Regulations, 2015 and Secretarial Standard:

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Name of Director and DIN Mr. Pradeep Sinha (DIN: 02209180)
Date of Birth 25-08-1952
Age 72 years
Na�onality Indian
Qualifica�on Post-Graduation in Industrial Design
Designa�on Independent Director
Exper�se in Specific Func�onal Areas He has over 30+ years of cumulative experience Product
Designer
Date of Appointment 07/02/2025 (appointed as an addi�onal director)
Rela�onship with other Directors and There is no inter-se rela�onship between Mr. Pradeep
Key Managerial Personnel of the Sinha and other members of the Board and Key
Company Managerial Personnel of the Company.
Name of other Companies in which he -
holds Directorship
Chairman/Member of the -
Commi�ee(s) of Board of Directors of
other Companies in which he is a
Director
Chairman/Member of the -
Commi�ees of the Board of other
Company(ies)
Number of Shares held in JSL -
Industries Limited
Terms of appointment along with Mr. Pradeep Sinha will be appointed as an Independent
details of remunera�on sought to be Director for an ini�al term of 5 (five) consecu�ve years
paid and the drawn by such person, if w.e.f., 07 [th] February, 2025 to 06 [th] February, 2030 (both
applicable days inclusive) and he will be en�tled to si�ng fees for
a�ending Board Mee�ngs or Commi�ee Mee�ngs, as the
case may be.
Number of Board Mee�ngs a�ended -
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