Jumbo Bag ltd. — AGM Information 2024

Jul 2, 2024

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JSE/AGM-3/2024-2025

02-07-2024

To BSE Ltd., Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400 001

Dear Sirs,

Ref: SCRIP CODE NO. 516078

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Sub: AGM Notice and Newspaper Advertisement of Notice of AGM.

The Company’s Annual General Meeting is scheduled to be held on, Wednesday, the 24th of July of 2024 at 10.30 AM which has been informed to the stock exchange vide our letter JSE/AGM1/2024-2025 dated 02-07-2024.

In this regard, Copy of AGM notice and Newspaper advertisement of Notice of AGM are enclosed for your reference.

Thanking you

Yours faithfully, For Jumbo Bag Limited.

Digitally signed by BHARATHI BHARATHI JAGADEESAN JAGADEESAN Date: 2024.07.02 17:46:54 +05'30'

Bharathi J Company Secretary and Compliance Officer Membership No. A66474

Encl.: As above

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ANNUAL REPORT 2023 – 2024

NOTICE OF ANNUAL GENERAL MEETING

NOTICE is hereby given that the 34[th] Annual General Meeting of the members of JUMBO BAG LIMITED will be held on Wednesday, 24[th] July, 2024, 10.30 AM IST through Video Conference (VC) or Other Audio Visual Means (OAVM) to transact the following:

ORDINARY BUSINESS

1. To receive, consider and adopt the Balance Sheet as on 31[st] March, 2024 and the statement of Profit & Loss for the year ended on that date and the report of the Directors and Auditors thereon.

2. To appoint a Director in the place of Shri. G.S. Rajasekar (DIN: 00086002) who retires by rotation and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS

3. Re-appointment of Managing director to consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:

“Resolved that pursuant to Sections 196 and 197 of the Companies Act, 2013 and the rules made there under, read with Schedule V to the Act, consent of the members be and is hereby accorded to the reappointment of Sri. G.S. Anil Kumar (DIN: 00080712) as Managing Director of the Company for a period of Five years with effect from 1[st] April, 2025 to 31[st ] March, 2030 on the terms and conditions including remuneration as set out in the explanatory statement annexed to this notice, including the remuneration to be paid in the event of loss or inadequacy of profits in any financial year.

Resolved further that the Board of Directors be and is hereby authorized to alter and vary the terms and conditions of appointment and / or remuneration, subject to the same not exceeding the limits specified under Section 197, read with Schedule V of the Companies Act, 2013.

Resolved further that the terms and conditions of appointment and remuneration specified in the explanatory Statement may be revised, enhanced, altered and varied from time to time, by the Board of Directors of the Company, including any Committee thereof, as it may, in its discretion deem fit, so as not to exceed the limits specified in Schedule V to the Act including any amendments, modifications made hereinafter in this regard.

Resolved further that Board be and is hereby authorized to do all such acts, deeds and things, as it may, in its absolute discretion, consider necessary, expedient or desirable including power to sub-delegate, in order to give effect to this resolution or as otherwise considered by the Board to be in the best interest of the Company, as it may deem fit. ”

4. To approve revision of remuneration paid to Managing Director of the Company, to consider and if thought fit, to pass with or without modification(s), the following resolution as an Special Resolution:

“RESOLVED THAT Pursuant to the provisions of Section 197 read with Part I and Section I of Part II of Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification or re-enactment thereof) and recommendation of the Nomination and Remuneration Committee and Audit Committee, approval of the committee be and is hereby accorded subject to approval of shareholders at the ensuing annual general meeting for payment of remuneration to Shri. G.S. Anil

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Kumar [DIN: 00080712], Managing Director of the Company as set out in the Explanatory Statement for the period commencing from 01[st] April, 2025 to 31[st] March, 2030.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to vary or increase the remuneration of Shri G.S. Anil Kumar from time to time to the extent the Board of Directors may deem appropriate, provided that such variation or increase, as the case may be, is within the ceiling limit mentioned above and overall ceiling limits of the managerial remuneration as prescribed under the Companies Act, 2013 read with Schedule V of the Companies Act, 2013.

RESOLVED FURTHER THAT the Key Managerial Personnel be and are hereby severally authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

5. To re-appoint Shri Rajendra Kumar Prasan as an Independent Director and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149 and 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 (‘the Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), Shri Rajendra Kumar Prasan (DIN: 00835879) who was appointed as an Independent Director and who holds office of Independent Director upto April 30, 2024, and being eligible, be and is hereby re-appointed as an Independent Director of the Company not liable to retire by rotation and to hold office for a second term of 5 (five) consecutive years with effect from 01[st] April, 2025 upto 31[st] March, 2030 on the Board of the Company.”

RESOLVED FURTHER THAT the Board be and is hereby Authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution. ”

By Order of the Board of Directors Date: 29.04.2024 Bharathi J Place: Chennai Company Secretary

Registered Office: S.k. Enclave, New No. 4 (Old Number 47) Nowroji Road, Chetpet, Chennai – 600 031 Phone: 044-43851353 044-35007024/25 website: www.jumbobaglimited.com CIN: L36991TN1990PLC019944

Note:

• The Ministry of Corporate Affairs (“MCA”) has, vide its circular dated December 28, 2022, read together with circulars dated May 5, 2022, January 13, 2021, December 8, 2021, December 14, 2021, April 8, 2020, April 13, 2020 and May 5, 2020, General Circular No. 02/2022 dated 05.05.2022, and General Circular No. 10/2022 dated 28.12.2022 (collectively referred to as “MCA Circulars”), and subsequent circulars issued in this regard, the latest being 09/2023 dated September 25, 2023 in relation to “Clarification on holding of Annual General Meeting (“AGM”) through Video permitted convening the Annual General Meeting (“AGM” / “Meeting”) through Video Conferencing (“VC”) or Other Audio Visual Means (“OAVM”), without physical presence of the members at a deemed venue. In accordance with the MCA Circulars and applicable provisions of the Companies Act, 2013 (”the Act”) read with Rules made thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the AGM of the Company is being held through VC / OAVM. The deemed venue for the AGM shall be the Registered Office of the Company

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• Additional information pursuant to Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of the re-appointment and appointment of Directors as mentioned under Item no. 2 of this notice is appended. Further, the Company has received relevant disclosure/consent from the Director seeking appointment.

• The Register of Members and Share Transfer Books of the Company will remain closed from 18[th] July, 2024 to 24[th ] July, 2024 (both days inclusive) in terms of the provisions of Section 91 of the Companies Act, 2013 and the applicable clauses of the SEBI (Listing Obligations and Disclosures Requirements Regulations) 2015.

• In compliance with the aforesaid MCA Circulars and SEBI Circular Notice of the AGM along with the Annual Report 2023-24 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report 2023-24 will also be available on the Company’s website www.jumbobaglimited.com, websites of the Stock Exchange i.e. BSE Limited at www.bseindia.com.

• The Securities and Exchange Board of India has mandated submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in demat form are, therefore, requested to submit PAN details to the Depository Participants with whom they have demat accounts. Members holding shares in physical form can submit their PAN details to M/s. Cameo Corporate Services Limited, the Registrar & Share Transfer Agent of the Company.

• As per Regulation 40 of SEBI Listing Regulations, as amended, securities of listed companies can be transferred only in dematerialized form with effect from, April 1, 2019, except in case of request received for transmission or transposition of securities. In view of these members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Members can contact the Company or Company’s Registrars and Transfer Agents, Cameo Corporate Services Limited for assistance in this regard.

• Since the AGM will be held through VC / OAVM, the Route Map is not annexed in this Notice.

E Voting & its procedures: Voting through Electronic Means:

1. As you are aware, the general meetings of the companies shall be conducted as per the guidelines issued by the Ministry of Corporate Affairs (MCA) through its circulars as aforesaid. The forthcoming AGM will thus be held through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the ensuing AGM through VC/OAVM.

2. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and MCA above mentioned circulars the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting’s agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the AGM will be provided by CDSL.

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1. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available to atleast 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.

2. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.

3. Pursuant to MCA Circulars, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. However, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the AGM through VC/OAVM and cast their votes through e-voting.

4. In line with the Ministry of Corporate Affairs MCA Circulars the Notice calling the AGM has been uploaded on the website of the Company at www.jumbobaglimited.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited at www.bseindia.com. The AGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the AGM) i.e.www.evotingindia.com.

5. The AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circulars.

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

• i. The voting period begins on 9.00 a.m. on Sunday, 21[st] July, 2024 and will end at 5.00 p.m. on Tuesday, 23[rd] July, 2024. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date Wednesday, 17[th] July, 2024 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

• ii. Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

• iii. Pursuant to the provisions of section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (as amended), and the MCA Circulars issued by the MCA the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. Pursuant to SEBI Circular No. SEBI/HO/ CFD/CMD/CIR/P/2020/242 dated 09.12.2020 , under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; 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, 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

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only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

• iv. In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

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

Type of shareholders Login Method Individual Shareholders holding securities in Demat mode withCDSL 1. Users who have opted for CDSL 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 URL for users to login to Easi / Easiest are https://web. cdslindia.com/myeasi/home/loginor visitwww.cdslindia.comand click on Login icon and select New System Myeasi. 2. If the user is not registered for Easi/Easiest, option to register is available athttps:// web.cdslindia.com/myeasi/Registration/EasiRegistration 3. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available onwww.cdslindia.comhome page or click onhttps://evoting.cdslindia.com/Evoting/EvotingLogin. 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 optionwhere the evoting is in progress and also able to directly access the system of all e-Voting Service Providers. Individual Shareholders holding securities in demat mode withNSDL 1. 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 “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 or joining virtual meeting & voting during the meeting. 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 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 or joining virtual meeting & voting during the meeting	Type of shareholders	Login Method
	Individual Shareholders holding securities in Demat mode withCDSL	1. Users who have opted for CDSL 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 URL for users to login to Easi / Easiest are https://web. cdslindia.com/myeasi/home/loginor visitwww.cdslindia.comand click on Login icon and select New System Myeasi. 2. If the user is not registered for Easi/Easiest, option to register is available athttps:// web.cdslindia.com/myeasi/Registration/EasiRegistration 3. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available onwww.cdslindia.comhome page or click onhttps://evoting.cdslindia.com/Evoting/EvotingLogin. 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 optionwhere the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.
	Individual Shareholders holding securities in demat mode withNSDL	1. 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 “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 or joining virtual meeting & voting during the meeting. 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 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 or joining virtual meeting & voting during the meeting

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Individual Shareholders (holding securities in demat mode) login through theirDepository Participants

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 website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

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 athelpdesk.evoting@cdslindia.com or contact at 022- 23058738 and 22-23058542-43.
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 no.: 1800 1020 990 and 1800 22 44 30

• v. Login method for e-Voting and joining virtual meetings for Physical shareholders and shareholders other than individual holding in Demat form.

• The shareholders should log on to the e-voting website www.evotingindia.com. 2. Click on “Shareholders” 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.

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

• 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.

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

	For Physical shareholders and other than individual shareholders holding shares in Demat.
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 Depository Participant are requested to use the sequence number sent by RTA or contact RTA.
Dividend Bank Details ORDate 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, please enter the member id / folio number in the Dividend Bank details feld.

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

• vii. 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.

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

• ix. Click on the EVSN for the relevant Jumbo Bag Limited on which you choose to vote.

• x. 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.

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

• xii. 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.

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

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

• xv. 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.

• xvi. Additional Facility for Non – Individual Shareholders and Custodians –For 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 should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

• 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 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 csjbl@ blissgroup.com, if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

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PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL ADDRESSES ARE NOT REGISTERED WITH THE DEPOSITORIES FOR OBTAINING LOGIN CREDENTIALS FOR E-VOTING FOR THE RESOLUTIONS PROPOSED IN THIS NOTICE:

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 murali@cameoindia.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 & joining virtual meetings through Depository.

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER:

1. The procedure for attending meeting & e-Voting on the day of the AGM is same as the instructions mentioned above for e-voting.

2. The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for e-voting.

3. Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the AGM/EGM.

4. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.

5. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

6. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

7. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance at least 10 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at (company email id). The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance 10 days prior to meeting mentioning their name, demat account number/ folio number, email id, mobile number at csjbl@blissgroup.com. These queries will be replied to by the company suitably by email.

8. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.

9. Only those shareholders, who are present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the AGM.

10. If any Votes are cast by the shareholders through the e-voting available during the AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

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If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at 022-23058738 and 022-23058542/43.

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, 25th Floor, MarathonFuturex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk. evoting@cdslindia.com or call on 022-23058542/43.

• (xvi) The Company has appointed Smt. Lakshmmi Subramanian, Practicing Company Secretary, to act as the Scrutinizer, for conducting the scrutiny of the votes cast and she has communicated her willingness to be appointed.

The Scrutinizer, after scrutinising the votes cast during the AGM and through remote e-voting, will not later than three days of conclusion of the Meeting, make a consolidated scrutinizer’s report and submit the same to the Chairman. The results declared along with the consolidated scrutinizer’s report shall be placed on the website of the Company www.jumbobaglimited.com and CDSL website. The results shall simultaneously be communicated to the Bombay Stock Exchange Limited.

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

In respect of Item No 3.

Sri G.S. Anil Kumar has been associated with Jumbo Bag Limited since the beginning of his career in 1992 as a management trainee. He was trained in the finance line and was heading the finance portfolio of the company. He was appointed as Managing Director of the Company from 1[st] April 2022 for a term of three year upto 31[st] March 2025. His array of exposure has extended to areas like Project Planning and Execution, Finance, Costing and Cost Control, Commercial handling including contracts and Modern Management Initiatives, legal matters, Management Quality System, etc. By his rich and varied experience the company has benefited. Sri G.S. Anil Kumar has played a key role in taking the company to a level up with his professional diligence. He is also been spearheading the IOCL DCA business of the Company.

The Board of Directors of the Company at is meeting held on 29[th] April, 2024 re-appointed Shri. G.S. Anil Kumar (DIN: 00080712) as Managing Director of the Company for a period of five years with effect from 1st April, 2025 to 31[st ] March, 2030 not liable to retire by rotation on the recommendation of Nomination and Remuneration Committee subject to consent by the Members of the Company at the ensuing Annual General Meeting (“AGM”).

The details of remuneration payable to Shri G.S Anil Kumar (DIN: 00080712), Managing Director for the period 01[st] April, 2025 to 31[st] March, 2030 despite inadequacy or absence of profits is as under:

1. Basic Salary:-Rs. 4,00,000/- per month.

2. PERQUISITES:

3. a) Housing: Furnished/ unfurnished residential accommodation or house rent allowance of 60% of salary in lieu thereof; the expenditure incurred by the company on gas, electricity, water and furnishings shall be valued as per Income Tax rules, 1962.

4. b) Medical Reimbursement: Expenses incurred for Director and his family as per Company’s rules;

5. c) Leave Travel Concession: For Director and his family, once in a year, incurred in accordance with the Company’s rules;

6. d) Club Fees: Fees of Clubs, subject to a maximum of two clubs. This will not include admission and life membership fees;

7. e) Personal Accident Insurance: Premium as per the Company’s rules;

8. f) Contribution to Provident Fund, Superannuation Fund, Annuity Funds and Gratuity/Contribution to Gratuity Fund under the Company’s rules;

9. g) Encashment of leave not availed of by Director as per the Company’s rules;

10. h) Provision of Car and Telephone at his residence for his use; and

11. i) Such other benefits, amenities and facilities as per the Company’s rules;

The Director will not be entitled to sitting fee for meeting of the Board/ Committee of the Board attended by them.

The above salary and perquisites shall be subject to the limits specified in Schedule V of the Companies Act, 2013. Provided that in case of loss or inadequacy of profit in any financial year, the above remuneration will be treated as the minimum remuneration payable to the Managing Director since the same is within the limits prescribed under Schedule V of the Companies Act, 2013. Shri G.S. Anil Kumar (DIN: 00080712) shall not be liable to retire by rotation as a Director.”

13

ANNUAL REPORT 2023 – 2024

The Board of Directors recommends the said resolution for your approval.

Shri G.S. Anil Kumar and Shri G.S. Rajasekar being relative of the person proposed to be appointed deemed to be interested in the said resolution.

None of the other Directors or key managerial personnel or their relatives is, in anyway, concerned or interested in the said resolution.

In respect of Item No 4.

This Explanatory Statement is in terms of Regulation 36(5) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’), though statutorily not required in terms of Section 102 of the Act.

The Members of the Company at the 33[rd] Annual General Meeting held on 09[th] August, 2023 (“ 33[rd] AGM”) has approved the revision of remuneration of Shri G.S Anil Kumar (DIN: 00080712) Managing Director of the Company effective from 01[st] April, 2023 to 31[st] March, 2025.

Pursuant to the provisions of Section 196, 197 and 198 of the Companies Act, 2013 read with Schedule V, a company having inadequate/no profits, may subject to certain conditions subject to members approval through special resolution, pay such remuneration to its managerial personnel as may be decided by the Board of Directors on the recommendation of Nomination and Remuneration Committee not exceeding such amount as prescribed under Schedule V of the Companies, Act, 2013.

The details of remuneration payable to Shri G.S Anil Kumar (DIN: 00080712), Managing Director for the period 01[st] April, 2025 to 31[st] March, 2030 despite inadequacy or absence of profits is as under:

1. Basic Salary:-Rs. 4,00,000/- per month.

2. PERQUISITES:

3. a) Housing: Furnished/ unfurnished residential accommodation or house rent allowance of 60% of salary in lieu thereof; the expenditure incurred by the company on gas, electricity, water and furnishings shall be valued as per Income Tax rules, 1962.

4. b) Medical Reimbursement: Expenses incurred for Director and his family as per Company’s rules;

5. c) Leave Travel Concession: For Director and his family, once in a year, incurred in accordance with the Company’s rules;

6. d) Club Fees: Fees of Clubs, subject to a maximum of two clubs. This will not include admission and life membership fees;

7. e) Personal Accident Insurance: Premium as per the Company’s rules;

8. f) Contribution to Provident Fund, Superannuation Fund, Annuity Funds and Gratuity/Contribution to Gratuity Fund under the Company’s rules;

9. g) Encashment of leave not availed of by Director as per the Company’s rules;

10. h) Provision of Car and Telephone at his residence for his use; and

11. i) Such other benefits, amenities and facilities as per the Company’s rules;

The Director will not be entitled to sitting fee for meeting of the Board/ Committee of the Board attended by them.

The above salary and perquisites shall be subject to the limits specified in Schedule V of the Companies Act, 2013. Provided that in case of loss or inadequacy of profit in any financial year, the above remuneration will be treated as the minimum remuneration payable to the Managing Director since the same is within the limits prescribed under Schedule V of the Companies Act, 2013.

14

==> picture [131 x 41] intentionally omitted <==

Shri G.S. Anil Kumar (DIN: 00080712) shall not be liable to retire by rotation as a Director.”

The Board of Directors recommends the said resolution for your approval

In respect of Item No 5.

Shri Rajendra kumar.P, were appointed as the Independent Directors of the Company pursuant to Section 149 of the Companies Act, 2013 (“the Act”) read with Companies (Appointment and Qualification of Directors) Rules, 2014, by the Shareholders at the Annual General Meeting held on 31[th ] July, 2019 to hold office upto 30[th ] April, 2024 respectively (“first term” as per the explanation to Section 149(10) and 149(11) of the Act.).

The Nomination & Remuneration Committee at its Meeting held on 29[th] April , 2024 after taking into account the performance evaluation of these Independent Directors, during their first term of five years and considering the knowledge, acumen, expertise and experience in their respective fields and the substantial contribution made by these Directors during their tenure as an Independent Director since their appointment, has recommended to the Board that continued association of these Directors as an Independent Directors would be in the interest of the Company. Based on the above, the Nomination & Remuneration Committee and the Board has recommended the re-appointment of these Directors as Independent Directors on the Board of the Company, to hold office for the second term of five consecutive years commencing from April 30, 2024 upto April 30, 2031 Respectively and not liable to retire by rotation pursuant to 149(13) of the companies act, 2013.

Brief profiles of the above Independent Directors are as under:

Shri Rajendra kumar.P:-

Shri. Rajendra Kumar P, born on May 13, 1970 is a commerce graduate from University of Madras, Fellow Member of the Institute of Chartered Accountants of India and a Graduate Member of the Institute of Cost Accountants of India. He is a Senior Partner of Sanjiv Shah & Associates, Chartered Accountants, Chennai; he is the Head-GST and Indirect Tax Practice of the firm. He is an acknowledged expert on GST, Excise Duty, Service Tax and VAT. Sharing his knowledge at Seminars, Conferences, Workshops, Training Programme and Lecture Meetings is his passion and has written and presented over 800 papers both in India and outside India. He is elected to the Central Council of Institute of Chartered Accountants of India, New Delhi, Set up by an Act of Parliament, for the term 2019-2022.

A copy of the draft letter of appointment for Independent Directors, setting out the terms and conditions for appointment of Independent Directors is available for inspection by the Members at the registered office of the Company during business hours on any working day and is also available on the website of the Company www.jumbobaglimited.com.

Other details of Shri Rajendra Kumar Prasan (DIN: 00835879) are provided in annexure to the Notice pursuant to the provision of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 and the Secretarial Standard on General Meetings (“SS-2”), issued by the Institute of Company Secretaries of India.

The Board of Directors recommends the said resolution for your approval.

Shri Rajendra Kumar Prasan is deemed to be interested in the said resolution as it relates to their own appointment.

None of the other Directors or key managerial personnel or their relatives is, in anyway, concerned or interested in the said resolution.

Additional Disclosure for Item No:3

As required under Part II, Section II of Schedule V of the Companies Act, 2013, the following information is furnished:

15

ANNUAL REPORT 2023 – 2024

I. GENERAL INFORMATION ABOUT THE COMPANY:

• Nature of Industry: Manufacturing – FIBC Bags

• Financial Performance: Total turnover of the Company during the year 2023-24 crossed Rs. 10000 laksh to Rs. 10477.29 lakhs while profit after tax during the year is Rs.118.88 lakhs compared to Rs.147.21 lakhs made in the previous year ended 2022-2023.

II. INFORMATION ABOUT THE APPOINTEE:

• Background details and Recognition or awards

Sri G.S. Anil Kumar has been associated with Jumbo Bag Limited since the beginning of his career in 1992 as a management trainee. He was trained in the finance line and was heading the finance portfolio of the company. His array of exposure has extended to areas like Project Planning and Execution, Finance, Costing and Cost Control, Commercial handling including contracts and Modern Management Initiatives, legal matters, Management Quality System, etc.

He was appointed as Managing Director of the Company w.e.f 1st April, 2016 when the Company was still recovering from the fire accident in year 2013. Under his leadership and with the guidance of other directors the company cruised to higher performance with implementation of efficient strategies which was reflected in higher sales and turnover. He has also been spearheading the IOCL DCA business of the Company which is being highly profitable division of the Company.

• Past Remuneration

Sri G S Anil Kumar has drawn Rs.32.28 lakhs during the year 2023-24.

• Job profile and his suitability

G.S. Anil Kumar

The job involves handling the performance of various departments and managing the day to day operations of the Company and making strategic decisions. Sri. G.S. Anil Kumar being associated with Company from the beginning of his career has in depth knowledge on the working of departments and the market being serviced by the Company. He being a Chartered Accountant has specifically handled finance department during his initial period in the company.

• Remuneration proposed

Remuneration details are given in the explanatory statement of item no. 3.

• Comparative remuneration profile with respect to industry, size of the company, profile of the

position and person

The proposed remuneration Sri. G.S. Anil Kumar is reasonable when compared to the prevailing remuneration in the industry of similar size for similarly placed persons.

• Pecuniary relationship directly or indirectly with the company, or relationship with the managerial personnel, if any

Sri. G.S. Anil Kumar is the promoters of the Company and holding 32,550 shares respectively. Sri. G.S. Anil Kumar is brother of of Sri. G.S.Rajasekar., Non-Executive Director of the company.

III. OTHER INFORMATION:

• Reasons for inadequate profits

In actual terms the net profit before tax of the Company has decreased by 19.24% from Rs.147.21 lakhs in 2022-2023 to 118.88 lakhs in 2023-2024. The decrease in profit is due to written off of exceptional item of Rs. 178 lakhs on Insurance claim receivables.

16

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ANNEXURE TO THE NOTICE AS PER REGULATION 36(3) OF SEBI LODR 2015 AND AS PER SECRETARIAL STANDARDS ON GENERAL MEETING ADDITIONAL INFORMATION ABOUT THE DIRECTORS PROPOSED TO BE APPOINTED/RE-APPOINTED.

Name of Director	Rajendra Kumar P
Date of Birth / Age	53
Qualifcation	Chartered Accountant
Experience	20 years
Terms and Conditions of Appointment/Re-appointment	Appointed as independent Director of the Company for a period of 5 years with effect from 01.05.2019
Date of First Appointment	-
Expertise in specifc General Functional area	Chartered Accountant and expert in the area of GST.
Shareholding in the Company	-
Relationship with other directors and KMP	-
No. of Board meetings attended during FY 2023-24	5
List of outside Directorships held	1. Hindustan Chamber of Commerce. 2. International Chamber of Indirect Tax professionals.
Chairman / Member of the Committee of the Board of Directors of the Company	1. Audit Committee- Member 2.Stakeholders’ Relationship Committee – Member 3. Share Transfer Committee – Member 4. Nomination and Remuneration committee-Member
Chairman / Member of the Committee of Directors of other Public Limited Companies in which he / she is a Director	-

ANNEXURE TO THE NOTICE AS PER REGULATION 36(3) OF SEBI LODR 2015 AND AS PER SECRETARIAL STANDARDS ON GENERAL MEETING ADDITIONAL INFORMATION ABOUT THE DIRECTORS PROPOSED TO BE APPOINTED/RE-APPOINTED.

Name of Director	Shri. G.S. Rajasekar
Date of Birth / Age	54
Qualifcation	B.Com, ASM, AICWA, MBA (University of Mississippi, Oxford, USA.), CISA (Information Systems Audit and Control Associ- ation, USA)
Experience	29 years
Terms and Conditions of Appointment/Re-appointment	Appointment as non-executive director subject to retirement by rotation.
Date of First Appointment	14.08.2021

17

ANNUAL REPORT 2023 – 2024

Expertise in specifc General Functional area	Shri G.S. Rajasekar has over 29 years of rich and exhaustive experience in the areas of Accounting, BPO, Finance, Taxa- tion, Audit, Consulting, Information Technology, Operations, Banking, and Corporate Planning Investment Advisory and has held senior management positions during his career. He started his career in year 1994 with Hello World Inc., in New York, USA as Accounting and System Analyst. During the year 1995, he joined Council on International Educational Exchange, New York., USA as Manager & Senior Cost Ac- countant, Flown Revenue. He joined BLISS Group of Com- panies, Chennai, India in 1997 as Vice President - Corporate Planning, Projects & IT and later on appointed as Group CFO & Head IT.
Shareholding in the Company	51,550
Relationship with other directors and KMP	Brother of Shri G.S. Anil Kumar, Managing Director
No. of Board meetings attended during FY 2023-24	5
List of outside Directorships held	1.Activepoint Business Consultants Private Limited
Chairman / Member of the Committee of the Board of Directors of the Company	1. Share Transfer Committee – Chairman. 2. Stakeholders’ Relationship Committee – Chairman.
Chairman / Member of the Committee of Directors of other Public Limited Companies in which he / she is a Director	NIL

18

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