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Juniper Hotels Limited Proxy Solicitation & Information Statement 2025

Dec 22, 2025

62014_rns_2025-12-22_b5b56ec5-0dcb-41bc-ade4-ef7cdb7ca000.pdf

Proxy Solicitation & Information Statement

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December 22, 2025

JHL/SJ/2025/ 85

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National Stock Exchange of India Limited BSE Limited,
Exchange Plaza, Corporate Relationship Department
Bandra Kurla Complex, Phiroze Jeejeebhoy Towers,
Bandra (East), Dalal Street, Fort,
Mumbai - 400 051 Mumbai - 400 001
Symbol: JUNIPER Scrip Code: 544129
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Sub.: Notice of Postal Ballot

Dear Sir/ Madam,

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith a copy of the Notice of Postal Ballot (‘Notice’) along with the explanatory statement for seeking approval of the Members of Juniper Hotels Limited (the “Company”) through remote e-Voting on the following Special Business as set out in the Notice of Postal Ballot:

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Sr. No. Particulars Resolution Type
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  1. To consider and approve the appointment of Mr. Mayur Chokshi (DIN: Special Resolution 01238535) as Non-Executive Independent Director of the Company w.e.f December 18, 2025

In compliance with the applicable rules and regulations, the Notice is being sent electronically to the Members whose email IDs are registered with the Company / Depositories / Registrar and Transfer Agent as on Friday, December 19, 2025 (‘Cut-off Date’).

The Company has engaged the services of National Securities Depository Limited (“NSDL”) for providing e-voting facility to the members. Further please note that the remote e-voting period in respect of the resolution mentioned in the Postal Ballot Notice shall commence on Tuesday, December 23, 2025 , at 9.00 a.m . IST and shall end on Wednesday, January 21, 2026, at 5.00 p.m. IST . The e-voting module shall be disabled by the NSDL thereafter. The results of the remote e-voting shall be announced within 2 working days from closure of e-voting.

The said Notice is available on the Company's website viz. www.juniperhotels.com.

This is for your information, record, and appropriate dissemination.

Thanking you, For Juniper Hotels Limited

Sandeep Digitally signed by Sandeep Laxmikant Laxmikant Joshi Date: 2025.12.22 Joshi 15:41:25 +05'30' Sandeep L. Joshi Company Secretary and Compliance Officer Encl: a/a

Registered Office Address: off Western Express Highway, Santacruz (East) Mumbai, Maharashtra 400055, India

[email protected] 022-66761000/1012 www.juniperhotels.com

Juniper Hotels Limited (Formerly known as Juniper Hotels Private Limited) CIN: L55101MH1985PLC152863

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Juniper Hotels Limited

Registered Of�ice: Off Western Express Highway, Santacruz (East), Mumbai, Maharashtra 400055, India Tel.: 022-66761000/1012 • Email: complianceof�[email protected]Website: www.juniperhotels.com CIN: L55101MH1985PLC152863

NOTICE OF POSTAL BALLOT (Pursuant to Section 110 of the Companies Act, 2013 read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014)

Dear Member(s),

Notice is hereby given that the resolutions set out below are proposed for approval by the members of Juniper Hotels Limited (“the Company”) by means of Postal Ballot, only by remote e-voting process (“e-voting”) being provided by the Company to all its members to cast their votes electronically, pursuant to Section(s) 108 and 110 of the Companies Act, 2013 (“the Act”), read with Rule(s) 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”) and other applicable provisions of the Act and the Rules, General Circular Nos. 14/2020 dated April 8, 2020 and 17/2020 dated April 13, 2020 read with other relevant circulars, including General Circular No. 09/2024 dated September 19, 2024, issued by the Ministry of Corporate Affairs (“MCA Circulars”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) , Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India and other applicable laws, rules and regulations (including any statutory modi�ication(s) or re-enactment(s) thereof for the time being in force).

That the resolution appended below is proposed to be passed by the members of the Company (as on the Cut-off Date) (“Members”) , through postal ballot (the “Postal Ballot” ) only through remote e-voting process by electronic means (“evoting”) i.e., by casting votes electronically instead of submitting postal ballot forms for following Special Resolutions :

**Sr. No. ** Particulars
1. To consider and approve the appointment of Mr. Mayur Chokshi (DIN: 01238535) as Non-Executive
IndependentDirectorofthe Company w.e.f December 18,2025

An Explanatory Statement pursuant to Section 102 of the Act and other applicable provisions of the Act, pertaining to the said resolutions setting out the material facts and the reasons / rationale thereof, is appended to this Postal Ballot Notice (“the Notice” or “the Postal Ballot Notice”).

In compliance with Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), and any other applicable provision of Listing Regulations, any circular issued by the Securities and Exchange Board of India (“SEBI”) 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 resolution is restricted only to e-voting i.e., by casting votes electronically instead of submitting postal ballot form. 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(“DP”). The Board has appointed Ms. Nikita Kothari, Practicing Company Secretary (Membership Number: F10365, CP No. 13507), as the scrutinizer (“Scrutinizer”) for conducting the Postal Ballot / e-voting process in a fair and transparent manner. In compliance with the provisions of Sections 108 and 110 of the Act read with Rule 20 and 22 of the Management Rules, Regulation 44 of the LODR Regulations, and SS-2, the Company has provided e-voting facility to its members to cast their votes electronically. The detailed procedure with respect to e-voting is mentioned in this Notice. The Company has engaged the National Securities Depository Limited (“NSDL”) for facilitating e-voting. Members desiring to exercise their votes are

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requested to carefully read the instructions indicated in this Notice and record their assent (FOR) or dissent (AGAINST) by following the procedure as stated in the Notes forming part of the Notice.

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

Remote E-voting Remote E-voting
Commencement ofe-voting period 9.00 a.m. ISTon Tuesday,December 23,2025
Conclusionofe-voting period 5.00 p.m. ISTon Wednesday, January21,2026
Cut-offdateforeligibility tovote Friday,December 19,2025

The e-voting facility will be disabled by NSDL immediately after 5.00 p.m. IST on Wednesday, January 21, 2026, and will be disallowed thereafter.

The Scrutinizer will submit his report to the Chairman of the Company (“the Chairman”) or any other person authorized by the Chairman, and the result will be announced within two working days from the conclusion of the e-voting period. The result declared along with the Scrutinizer’s report shall be communicated in the manner provided in this Postal Ballot Notice.

The last date of e-voting, i.e. January 21, 2026, shall be the date on which the resolution would be deemed to have been passed, if approved by the requisite majority.

Special Business:

- ITEM NO 01: TO CONSIDER AND APPROVE THE APPOINTMENT OF MR. MAYUR CHOKSHI (DIN: 01238535) AS NON EXECUTIVE INDEPENDENT DIRECTOR OF THE COMPANY W.E.F DECEMBER 18, 2025

To consider and, if thought �it, to pass with or without modi�ication(s), the following resolution as a Special Resolution:

“RESOLVED THAT in accordance with the memorandum of association and articles of association of the Company and pursuant to the provisions of Section 149, 150 and 152, 160, 161 and other applicable provisions, if any, of the Companies Act, 2013 (the “Companies Act”) and the Rules made thereunder, read with Schedule IV of the said Act and Regulation 16(1)(b) and Regulation 17 and Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI Listing Regulations) including any statutory modi�ications or reenactment thereof for the time being in force, and pursuant to the recommendation of the Nomination and Remuneration Committee and approval of Board of Directors of the Company, Mr. Mayur Chokshi (DIN: 01238535), who was appointed as an Additional Non-Executive Independent Director of the Company by the Board of Directors with effect from December 18, 2025, and who has given his consent for the appointment and who has submitted his declaration that he meets the criteria for independence as provided under the Companies Act and SEBI Listing Regulations and who is eligible for appointment and in respect of whom the Company has received a notice in writing under Section 160(1) of the Act proposing his candidature for the of�ice of a Director, be and is hereby appointed as a Non- Executive Independent Director of the Company to hold of�ice for �irst term of 2 (Two) consecutive years commencing from December 18, 2025, to December 17, 2027, and that he shall not be liable to retire by rotation.”

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RESOLVED FURTHER THAT Mr. Arun Kumar Saraf, Chairman and Managing Director and/ or Mr. Sandeep Joshi, Company Secretary and Compliance Of�icer of the Company be and are hereby severally authorized to digitally sign, authenticate, and �ile all forms, papers, other documents as required with the Registrar of Companies (ROC) and/or such other authorities and to do all such acts, deeds and things as may be required to implement this resolution.”

Registered Of�ice: Off western express highway Santacruz (East) – Mumbai Maharashtra – 400055 CIN: L55101MH1985PLC152863 Email– complianceof�[email protected]. Place: Mumbai Date: December 18, 2025

By Order of the Board of Directors For Juniper Hotels Limited

Sd/Sandeep L. Joshi Company Secretary and Compliance Of�icer

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Notes:

  1. The Explanatory Statement pursuant to the provisions of Section 102 of the Act read with Section 110 of the Act and Rule 22 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, setting out the material facts relating to the aforesaid Resolutions and the reasons thereof is annexed hereto and forms part of this Postal Ballot Notice (‘Notice’). Details pursuant to Regulation 36(3) of Listing Regulations and SS-2, in respect of Director seeking re- appointments and appointment as Non-Executive Independent Director forms part of this Notice and is annexed herewith as Annexure-I .

  2. In accordance with the MCA circulars, the physical copies of this Postal Ballot Notice, along with postal ballot form and postage pre-paid business reply envelope, are not being sent to any member. Accordingly, the communication of the assent or dissent of the members eligible to vote is restricted only to remote e-voting (“e-voting”) i.e. by casting their votes electronically instead of submitting postal ballot forms.

  3. This Postal Ballot Notice is being sent to the members whose names appear on the register of members / list of bene�icial owners as received from the National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) and whose email address is registered with the Company / Depository Participant(s), in compliance with Rule 18 of the Companies (Management and Administration) Rules, 2014 and applicable MCA Circulars as on December 19, 2025 (“the Cut-off Date”) . This cut-off date is �ixed in accordance with Rule 20(4)(vii) of the Companies (Management and Administration) Rules, 2014. A person who is not a member as on the Cut-off Date should treat this Postal Ballot Notice for informational purposes only. In compliance with Regulation 44 of the LODR 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 the postal ballot form. Accordingly, the physical copy of the Notice along with the postal ballot form and the pre-paid business reply envelope are not being sent to the members. The communication of the assent or dissent of the members would only take place through the e-voting system.

  4. Voting rights of the Members shall be in proportion to the shares held by them in the paid-up equity share capital of the Company as on December 19, 2025 (“cut-off date”).

  5. The remote e-voting period commences at 09:00 a.m. (IST) on December 23, 2025, and will end at 05:00 p.m. (IST) on January 21, 2026, and the remote e-voting will be blocked and voting shall not be allowed beyond the said date and time. During this period, Members of the Company holding shares either in physical form or in dematerialized form, as on the cut-off date i.e., December 19, 2025, may cast their vote electronically. Once the member casts the vote on the Resolution, he or she will not be allowed to change it subsequently.

  6. The Board of Directors have appointed Ms. Nikita Kothari, Practicing Company Secretary (Membership Number: F10365, CP No. 13507) as the Scrutinizer to scrutinize the remote e-voting process and casting vote through the e- voting system in a fair and transparent manner. This appointment is made in accordance with the provisions of Rule 20(4)(ix) and Rule 22(7) of the Companies (Management and Administration) Rules, 2014.

  7. The Scrutinizer will submit the report to the Chairman or any other person authorized by the Chairman after the completion of scrutiny of the e-voting, and the result of the e-voting by Postal Ballot will be announced within 2 working days from the conclusion of e-voting and will also be displayed on the Company website www.juniperhotels.com, on the website of NSDL www.evoting.nsdl.com, and in accordance with Regulation 30 read with Schedule III, Part A, Clause (12) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 communicated to the stock exchanges and Registrar and Share Transfer Agent (RTA).

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  1. Members holding shares in electronic mode, who have not registered their email addresses are requested to register their email addresses with their respective Depository Participant (DP).

  2. All material documents referred to in the explanatory statement will be available for inspection only through electronic mode on all working days from the date of dispatch until the last date for receipt of votes by e-voting i.e. January 21, 2026. Members may send their requests to complianceof�[email protected] or einward.ris@k�intech.com from their registered e-mail address mentioning their names, folio numbers, DP ID and Client ID during the voting period.

  3. The Resolutions, if passed by requisite majority, will be deemed to be passed on the last date speci�ied for remote e- voting i.e., January 21, 2026. Further, resolution 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.

Instructions for e-voting: The process to vote electronically on NSDL e-Voting system consists of 2 steps:

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting for Individual shareholders holding securities in demat mode

In terms of SEBI circular 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.

Login method for Individual shareholders holding securities in demat mode is given below:

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Type of shareholders Login Method
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Type of shareholders
Login Method
Type of shareholders
Login Method
Type of shareholders
Login Method
Individual Shareholders
holding securities in demat
mode with NSDL.
1.
2.
3.
For
OTP
based
login
you
can
click
on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp.
You
will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Veri�ication
code and generate OTP. Enter the OTP received on registered email
id/mobile number and click on login. After successful authentication, you
will be redirected to NSDL Depository site wherein you can see e-Voting
page. Click on company name ore-Voting service provider i.e. NSDLand
you will be redirected to e-Voting website of NSDL for casting your vote
during the remote e-Voting period.
ExistingIDeASuser can visit the e-Services website of NSDL Viz.
https://eservices.nsdl.com either on a Personal Computer or on a mobile.
On the e-Services home page click on the “Bene�icial Owner”icon under
“Login”which is available under‘IDeAS’section , this will prompt you to
enter your existing User ID and Password. After successful authentication,
you will be able to see e-Voting services under Value added 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 ore-Voting service provider i.e.
NSDLand you will be re-directed to e-Voting website of NSDL for casting
your vote during the remote e-Voting period.
If you are not registered for IDeAS e-Services, option to register is available
athttps://eservices.nsdl.com.Select“Register Online for IDeAS Portal”
or click athttps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

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  1. 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 Veri�ication 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 i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

  2. Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

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  • Individual Shareholders 1. Users who have opted for CDSL Easi / Easiest facility, can login through their holding securities in demat existing user id and password. Option will be made available to reach e- mode with CDSL Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.

  • After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where 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. 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.

  • 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.

  • 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. 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.

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Individual Shareholders
(holding securities in demat
mode) login through their
depository 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. upon logging
in, you will be able to see e-Voting option. 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 i.e.
NSDL and you will be redirected to e-Voting website of NSDL for casting your vote
during the remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

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

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

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

  1. 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.

  2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

  3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

  4. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e- Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

  5. Your User ID details are given below :

4. Your User ID details are given below :
Manner of holding shares i.e. Demat (NSDL
or CDSL) or Physical
Your User ID is:
a) For Members who hold shares in demat
account with NSDL.
8 Character DP ID followed by 8 Digit Client ID
For example if your DP ID is IN300 and
Client ID is 12
then your user ID is
IN300
12**.
b) For Members who hold shares in demat
account with CDSL.
16 Digit Bene�iciary ID

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For example if your Bene�iciary ID is 12** then your user ID is 12** c) For Members holding shares in Physical EVEN Number followed by Folio Number Form. registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

  1. Password details for shareholders other than Individual shareholders are given below:

  2. a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

  3. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

  4. c) How to retrieve your ‘initial password’?

    • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

    • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered

  5. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password: a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

  6. b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

  7. c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

  8. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

  9. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

  10. Now, you will have to click on “Login” button.

  11. After you click on the “Login” button, Home page of e-Voting will open.

- Step 2: Cast your vote electronically on NSDL e Voting system.

- How to cast your vote electronically on NSDL e Voting system?

  1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.

  2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.

  3. Now you are ready for e-Voting as the Voting page opens.

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  1. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Con�irm” when prompted.

  2. Upon con�irmation, the message “Vote cast successfully” will be displayed.

  3. You can also take the printout of the votes cast by you by clicking on the print option on the con�irmation page.

  4. Once you con�irm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

  1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

  2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password con�idential. Login to the e-voting website will be disabled upon �ive unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

  3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on : 022 - 4886 7000 or send a request to Ms. Veena Suvarna at [email protected]

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :

  1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certi�icate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (selfattested scanned copy of Aadhar Card) by email to complianceof�[email protected].

  2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit bene�iciary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to complianceof�[email protected]. If you are an Individual shareholder holding securities in demat -

mode, you are requested to refer to the login method explained at step 1 (A ) i.e. Login method for e Voting for Individual shareholders holding securities in demat mode .

  1. Alternatively, shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.

  2. In terms of SEBI circular 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 required to update -

their mobile number and email ID correctly in their demat account in order to access e Voting facility.

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 AND OTHER APPLICABLE PROVISIONS

Pursuant to Section 102 read with Section 110 of the Companies Act, 2013 (the “Act”) and read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014, the following statement sets out all the material facts relating to the businesses mentioned in the accompanying Notice and should be considered as part of the Notice.

ITEM NO 01: TO CONSIDER AND APPROVE THE APPOINTMENT OF MR. MAYUR CHOKSHI (DIN: 01238535) AS NON-EXECUTIVE INDEPENDENT DIRECTOR OF THE COMPANY W.E.F DECEMBER 18, 2025

Pursuant to Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), at least half of the Board of Directors of a listed entity shall comprise Independent Directors. In terms of the said regulation, the Company is required to reconstitute the Board and appoint an Independent Director to ensure continued compliance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations.

Based on the recommendation of Nomination and Remuneration Committee and in terms of the provisions of Sections 149, 150, 152, 160 and 161 read with Schedule IV and any other applicable provisions of the Act and Regulations 16(1)(b) read with other applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modi�ication(s) or re-enactment thereof for the time being in force), the Board of Directors at their meeting held on December 18, 2025, has appointed Mr. Mayur Chokshi (DIN: 01238535) as an Additional Non-Executive Independent Director of the Company for a �irst term of 2 (Two) consecutive years commencing from December 18, 2025, to December 17, 2027, not be liable to retire by rotation, subject to the approval of the Members by way of Special Resolution.

Brief Pro�ile of Mr. Mayur Chokshi:

Mr. Mayur Chokshi is a senior Chartered Accountant with over four decades of post quali�ication experience in corporate advisory, �inancial reporting, internal controls, and corporate governance. He is the Founder of Mayur Chokshi and Co., a Mumbai based �irm catering to a diversi�ied corporate clientele across sectors such as insurance, NBFCs, IT and ITES, FMCG, pharmaceuticals, hospitality, and telecom. He has served as an Independent Director on the boards of listed and unlisted companies and is widely respected for his strong boardroom acumen, ethical judgment, and strategic oversight.

He possesses deep expertise in Ind AS and IFRS, enterprise risk management, internal control systems, regulatory compliance, audit committee functions, and business structuring. He is a Fellow Chartered Accountant of the Institute of Chartered Accountants of India and holds DISA certi�ication in Information System Audit. He has also been actively involved in advising corporates on digital transformation, with a particular focus on adoption of arti�icial intelligence governance frameworks aligned with ethical and regulatory expectations. He has completed advanced training in arti�icial intelligence, Power BI, and �inance related analytics, including a certi�ied course on Fundamentals of Arti�icial Intelligence from IIT Bombay. His paper on AI governance was selected among the top three at the All India AI Summit and presented before a large gathering of professionals and industry leaders.

In addition, he has conducted more than one thousand workshops and seminars in India and overseas for reputed institutions such as ICAI, C and AG, SFIO, Mumbai Police, NSE, IMC, BMA, and leading business schools, covering topics including Ind AS and IFRS, forensic accounting, cybercrime, �inancial strategy, and risk mitigation. He is the author of two volumes on IFRS based �inancial statements published by ICAI and a contributor to illustrative Ind AS �inancial statements issued by WIRC of ICAI. His extensive experience and core competencies in Board Governance & Compliances, Audit Committee Functions, CSR & Social Impact Initiatives, Enterprise Risk Management, etc. make him well suited to contribute effectively as an Independent Director on the Board.

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The Nomination Remuneration Committee (NRC), at its meeting held on December 18, 2025, has considered Mr. Mayur Chokshi’s knowledge, acumen, expertise, experience and recommended to the Board his appointment for a �irst term of 2 (Two) years w.e.f. December 18, 2025. The Board, after due consideration and evaluation of Mr. Chokshi’s vast experience, professional expertise, and continued contribution to the �ield of and governance and compliance, is of the opinion that his association would greatly bene�it the Company. In addition, his in depth and vast experience in CSR & Social Impact Initiatives, Enterprise Risk Management, etc. brings a depth of perspective that will add signi�icant value to the Board’s overall composition and diversity. The Board is con�ident that his versatile pedigree, vast expertise and strategic vision will be highly bene�icial to the Company.

Mr. Chokshi has con�irmed that he is not disquali�ied from being appointed as Director, in terms of the provisions of Section 164 of the Act and is not debarred to hold the of�ice of a Director by virtue of any order passed by SEBI or any other authority and has given his consent to act as a Director of the Company. The Company has also received a declaration from Mr. Chokshi that he meets the criteria of independence as prescribed, both, under Section 149(6) of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and that he is not debarred from holding the of�ice of director by virtue of any order passed by the Securities and Exchange Board of India / Ministry of Corporate Affairs or any such statutory authority. In terms of Regulation 25 of SEBI Listing Regulations, he has con�irmed 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. He has also con�irmed that he is in compliance with Section 150 of the Act read with Rules 6(1) and 6(2) of the Companies (Appointment and Quali�ication of Directors) Rules, 2014, with respect to the registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

The Company has also received a notice under Section 160 of the Act from a member proposing the candidature of Mr. Chokshi for the of�ice of Independent Director of the Company.

Accordingly, the approval of members is sought for appointment of Mr. Mayur Chokshi as a Non-Executive Independent Director of the Company.

Except Mr. Mayur Chokshi, none of the Directors, Key Managerial Personnel of the Company or their relatives are concerned or interested, �inancially or otherwise, in the resolution set out at Item No. 1

The Board recommends the passing of the Special Resolution set out at Item No. 1 of this Postal Ballot Notice for approval of the members through Postal Ballot by way of electronic voting.

Registered Of�ice: By Order of the Board of Directors Off western express highway For Juniper Hotels Limited Santacruz (East) – Mumbai Maharashtra – 400055 CIN: L55101MH1985PLC152863 Email– complianceof�[email protected]. Sd/Place: Mumbai Sandeep L. Joshi Date: December 18, 2025 Company Secretary and Compliance Of�icer

Annexure-I

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Details of the Directors seeking appointment / re-appointment [pursuant to Secretarial Standard 2 (SS-2) issued by the Institute of Company Secretaries of India (ICSI) and Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

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Name Mayur Chokshi
Directors Identi�ication Number (DIN) 01238535
Designation Non-Executive Independent Director
Date of Birth November 29, 1957
Quali�ication Chartered Accountant
Terms and conditions of appointment and Proposed appointment for a term of Two (2) years with
re-appointment effect from December 18, 2025, to December 17, 2027
(both days inclusive) as an Independent Director
Pro�ile, Experience and Expertise in __
speci�ic functional areas
In case of independent directors, the Refer Item No. 01 of the Notice and Explanatory
skills and capabilities required for the Statement.
role and the manner in which the
proposed person meets such
requirements
Date of �irst appointment on the Board of December 18, 2025
the Company
Directorship in other companies 1. Maharashtra Scooters Limited
(excluding Appointing Company) 2. Bajaj Finserv Direct Limited
3. S A Tech Software India Limited
4. Radiant Indus Chem Pvt. Limited
5. Robust Hotels Limited
Relationship with other Directors and Key Not Applicable
Managerial Personnel
Membership/Chairmanship of committee Maharashtra Scooters Limited:
of Directors of other companies 1. Chairperson in :
a. Nomination & Remuneration Committee
b. Risk Management Committee
2. Member in :
a. Audit Committee: Member
Bajaj Finserv Direct Limited:
1. Chairperson in :
a. Nomination & Remuneration Committee
2. Member in :
a. Audit Committee: Member
S A Tech Software India Limited:
1. Chairperson in :
a. Audit Committee
2. Member in :
a. Nomination & Remuneration Committee
b. Stakeholders Relationship Committee:
Member
No. of Share held as on 31-03-2025 NIL
Number of Meetings of the Board None
attended during the year
Details of remuneration last drawn by NIL
such person (FY 2024-25)
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Details of remuneration sought to be paid

Mr. Chokshi will be paid sitting fee as per Nomination & Remuneration Policy of the Company read with the provisions of the Act.

Registered Of�ice: Off western express highway Santacruz (East) – Mumbai Maharashtra – 400055 CIN: L55101MH1985PLC152863 Email– complianceof�[email protected]. Place: Mumbai Date: December 18, 2025

By Order of the Board of Directors For Juniper Hotels Limited

Sd/Sandeep L. Joshi Company Secretary and Compliance Of�icer