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Jumbo Bag ltd. Proxy Solicitation & Information Statement 2024

Dec 30, 2024

62019_rns_2024-12-30_e7edf1e5-3317-4710-9cf7-a95a1756b5c8.pdf

Proxy Solicitation & Information Statement

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JSE/EGM-1/2024-2025

30.12.2024

To The BSE Ltd, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400001.

Scrip Code – 516078

*****

Respected Sirs,

Sub: Intimation Date of Extra-Ordinary General Meeting, Book Closure and Cut-off date for E-voting:

This is to inform you that 01[st] /2024-25 Extra-ordinary General Meeting of the Members of the Company will be held on Wednesday, January 22[nd] , 2025 at 10:30 AM through Video Conference (VC)/ Other Audio Visual Means (OAVM) in accordance with the relevant circulars issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India.

The Notice of the EGM along with Explanatory Statement as required under section 102 of the companies Act, 2013 will be sent only in electronic mode to all the members whose e-mail lDs are registered with the company / Depository Participant(s). The details regarding manner of registering or updating email addresses is set out in the Notice of the EGM. The Notice of the EGM along with Explanatory Statement as required under section 102 will also be available on the website of the Company at www.jumbobaglimited.com and submitted to the Stock Exchange i.e. Bombay Stock Exchange Limited at www.bseindia.com.

It is further informed that pursuant to Regulation 42 and other applicable regulations of SEBI (LODR) Regulations 2015, the Register of Members and Share Transfer Books of the Company will remain closed from January, 15[th] , 2025 to January, 22[nd] ,2025 (both day inclusive) for the purpose of Extra-Ordinary General Meeting of the Company.

Pursuant to Regulation 44 of SEBI (LODR) Regulation 2015 we have provided e-voting facility to the members for the resolutions set out in the notice of EGM. The members who are holding shares either in physical or electronic form on the cutoff date of Wednesday January 15[th] , 2025 will be eligible for e-voting. The remote e-voting will commence at 9.00 a.m. on Sunday, January 19[th] , 2025 and will end at 5.00 p.m. on Tuesday, January, 21[st] , 2025.

You are requested to take note of the same.

Thanking you,

For JUMBO BAG LIMITED

BHARATHI Digitally signed by BHARATHI JAGADEESAN JAGADEESAN Date: 2024.12.30 16:58:43 +05'30'

BHARATHI J

COMPANY SECRETARY AND COMPLIANCE OFFICER

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NOTICE OF 01[st] /2024-25 EXTRAORDINARY GENERAL MEETING

NOTICE is hereby given that the 01[st] /2024-25 Extraordinary General Meeting of the members of Jumbo Bag Limited (‘Company’) will be held on Wednesday January 22[nd] , 2025, At 10.30 AM IST through Video Conference (VC) or Other Audio Visual Means (OAVM) to transact the following:

SPECIAL BUSINESS

  1. To approve, confirm and ratify the appointment of Statutory Auditors of the Company to fill the casual vacancy caused due to resignation and in this regard, to consider and if thought fit, to pass the following resolution as an ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 139(8) and other applicable provisions of the Companies Act, 2013 read with rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), and based on the recommendation and approval of the Board of Directors, M/s DPV & ASSOCIATES , Chartered Accountants (FRN: 011688S), be and is hereby appointed, confirmed and ratified as the Statutory Auditors of the Company for the financial year 2024-25, to fill the casual vacancy caused due to the resignation of M/s Venkatesh & Co, Chartered Accountants (FRN: 004636S), to hold office till the conclusion of the 35[th] Annual General Meeting, on such remuneration plus applicable taxes, and out of pocket expenses, as may be mutually agreed between the Board of Directors of the company and the Statutory Auditors;

Resolved further that Managing Director, Company Secretary of the Company, be and are hereby severally authorized to do all such acts, deeds, matters and things as may be deemed necessary to give effect to the aforesaid resolution and make necessary filings and disclosures to regulatory authorities as may be required under the applicable provisions of the Act.

Date: 30.12.2024 Place: Chennai

By Order of the Board of Directors Bharathi J Company Secretary

Registered Office:

S.k. Enclave, New no. 4 (old number 47) Nowroji road, chetpet chennai 600031 CIN: L36991TN1990PLC019944 Website:www.jumbobaglimited.com E-mail: [email protected] Tel.: 044-43851353.

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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 and General Circular No 09/2023 dated September 25, 2023 (collectively referred to as “MCA Circulars”), and subsequent circulars issued in this regard, the latest being 09/2024 dated September 19, 2024 in relation to “Clarification on holding of the Extraordinary General Meeting (“EGM” / “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 EGM of the Company is being held through VC / OAVM. The deemed venue for the EGM shall be the Registered Office of the Company.

  • The Register of Members and Share Transfer Books of the Company will remain closed from January 15[th] , 2025 to January 22[nd] , 2025 (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 SEBI/HO/CFD/PoD 2/P/CIR/2023/4 dated January 5, 2023, Notice 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 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 EGM will be held through VC / OAVM, the Route Map is not annexed in this Notice

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E Voting & its procedures:

  1. Members will be able to attend the EGM through VC / OAVM as per the instructions mentioned in Point (iv) of Instruction for shareholders for remote e-voting of this notice.

  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 EGM. 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 EGM will be provided by CDSL.

  3. The Members can join the EGM 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 and vote. The facility of participation at the EGM 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 EGM without restriction on account of first come first served basis.

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

  5. Pursuant to MCA Circulars, the facility to appoint proxy to attend and cast vote for the members is not available for this EGM. 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 EGM through VC/OAVM and cast their votes through e-voting.

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

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

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

  • i. The voting period begins on 9.00 a.m. on Sunday, January 19[th] , 2025 and will end at 5.00 p.m. on Tuesday, 21[st] January 2025. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date Wednesday 15[th] January, 2025 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 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/ website 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.

  • 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:

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Type of Login Method
shareholders
1) Users who have opted for CDSL Easi / Easiest facility, can login through their
Individual existing user id and password. Option will be made available to reach e-Voting
Shareholders page without any further authentication. The URL for users to login to Easi /
holding Easiest are https://web.cdslindia.com/myeasi/home/login or visit
securities in www.cdslindia.com and click on Login icon and select New System Myeasi.
Demat mode
with CDSL 2) After successful login the Easi / Easiest user will be able to see the e-Voting
option for eligible companieswhere the 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 i.e. CDSL/NSDL/KARVY/LINKINTIME,
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
https://web.cdslindia.com/myeasi/Registration/EasiRegistration
4) Alternatively, the user can directly access e-Voting page by providing Demat
Account Number and PAN No. from a e-Voting link available on
www.cdslindia.com home page or click on
https://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.
1) If you are already registered for NSDL IDeAS facility, please visit the e-
Individual Services website of NSDL. Open web browser by typing the following URL:
Shareholders https://eservices.nsdl.com either on a Personal Computer or on a mobile.
holding Once the home page of e-Services is launched, click on the “Beneficial Owner”
securities in icon under “Login” which is available under ‘IDeAS’ section. A new screen will
demat mode open. You will have to enter your User ID and Password. After successful
with NSDL 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 Verification Code as
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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

Individual You can also login using the login credentials of your demat account through your Shareholders Depository Participant registered with NSDL/CDSL for e-Voting facility. After (holding Successful login, you will be able to see e-Voting option. Once you click on e-Voting securities in option, you will be redirected to NSDL/CDSL Depository site after successful demat mode) authentication, wherein you can see e-Voting feature. Click on company name or e- login through Voting service provider name and you will be redirected to e-Voting service provider their website for casting your vote during the remote e-Voting period or joining virtual Depository meeting & voting during the meeting.

Depository Participants

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 Members facing any technical issue in login can contact Demat mode with CDSL CDSL helpdesk by sending a request at [email protected] contact at 02223058738 and 22-23058542-43. Individual Shareholders holding securities in Members facing any technical issue in login can contact Demat mode with NSDL NSDL helpdesk by sending a request at [email protected] 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.

  • 1) 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.

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

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  • 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.

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

6) 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 /folionumber intheDividendBankdetailsfield.
  • 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.

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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 [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 should be mailed to [email protected] 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 [email protected], 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 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 [email protected].

  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 EGM THROUGH VC/OAVM & E- VOTING DURING MEETING ARE AS UNDER:

  1. The procedure for attending meeting & e-Voting on the day of the EGM 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 EGM/EGM.

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

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

  2. 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.

  3. 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 EGM 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 [email protected]. These queries will be replied to by the company suitably by email.

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

  5. Only those shareholders, who are present in the EGM 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 EGM.

  6. If any Votes are cast by the shareholders through the e-voting available during the EGM 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.

If you have any queries or issues regarding attending EGM & e-Voting from the CDSL e-Voting System, you can write an email to [email protected] or contact at 022-23058738 and 02223058542/43.

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 [email protected] or call on 022-23058542/43.

  • (xvi) The Company has appointed M/s. Lakshmmi Subramanian & Associates, Practicing Company Secretaries, 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 EGM 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 1.

M/s Venkatesh & Co., Chartered Accountants, have tendered their resignation as the Statutory Auditors w.e.f. 21-12-2024 consequent to NFRA order issued against the two existing partners of the firm who were appointed by the Company as the Statutory Auditors of the company in its Annual General Meeting held on August 09[th] , 2023. This has resulted into a casual vacancy in the office of Statutory Auditors of the Company as envisaged under Section 139(8) of the Companies Act, 2013. Casual vacancy caused by resignation of auditor needs to be approved by the shareholders in General Meeting within three months from the date of appointment of the Board of Directors of the Company. The Board of Directors in its meeting dated December 24[th] 2024 on recommendation of Audit Committee appointed M/s D P V Associates, Chartered Accountants (FRN:011688S) as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s Venkatesh & Co. Accordingly, shareholders’ approval by way of ordinary resolution is sought to rectify the said appointment.

Brief profile of the firm:

M/s DPV & Associates, Chartered Accountants (FRN:011688S), have conveyed their consent for being appointed as the Statutory Auditors of the Company along with a confirmation that, their appointment, if made by the members, would be within the limits prescribed under the Companies Act, 2013 and shall satisfy the criteria as provided under section 141 of the Companies Act, 2013.

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

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

Date: 30-12-2024 Place: Chennai

By Order of the Board of Directors Bharathi J Company Secretary

Registered Office:

S.k. Enclave, new no. 4 (old number 47) Nowroji road, chetpet Chennai 600031 CIN: L36991TN1990PLC019944 Website:www.jumbobaglimited.com E-mail: [email protected] Tel.: 044-43851353.