JYOTI STRUCTURES LIMITED Corporate Office: Valecha Chambers 6th Floor .

JYOTI STRUCTURES LIMITEDCommittee” under the SEBI SBEBSE Regulations) the consent of members of the Company, be and is herebyaccorded to approve, formulate and implement “JSL Employee Stock Option Scheme - 2021” (“JSL ESOS–2021”) scheme and to create, grant, issue, offer and allot to the present and / or future permanent employees ofthe Company, whether working in India or outside India not more than 5% of Total paid up capital of theCompany i.e. 3,17,26,386 (Three Crores Seventeen Lakhs Twenty Six Thousand Three Hundred and Eighty Six) stock options convertible into equal number of equity shares of the Company of face value of Rs. 2/- each underthe JSL Employee Stock Option Scheme - 2021 at such price and on such terms and conditions and in suchtranches as the Board of the Company may deem fit and in compliance with the provisions of the Act and theRules and other applicable laws and JSL Employee Stock Option Scheme - 2021.RESOLVED FURTHER THAT the Board of Directors, be and is hereby authorized to devise, formulate,evolve, decide upon and bring into effect “JSL Employee Stock Option Scheme - 2021” on such terms andconditions as contained in explanatory statement to this item in the notice and to modify, alter, vary, revise oramend the said terms or suspend, withdraw, revise or terminate JSL Employee Stock Option Scheme - 2021,subject to compliance with the Act, Rules and other applicable laws, as amended from time to time.RESOLVED FURTHER THAT in case of any corporate action(s) such as rights issues, bonus issues, or anyother re-organization of capital structure of the Company, as the case may be, the number of Stock Options and/orthe shares to be allotted upon exercise of Stock Options shall be reasonably adjusted in accordance with theprovisions of the JSL Employee Stock Option Scheme – 2021 and in case of sub-division or consolidation ofshares then the number of shares and the exercise price shall automatically stand augmented or reduced, as thecase may be, after such sub-division or consolidation, without affecting any other rights or obligations of theemployees who have been granted Stock Options under the JSL Employee Stock Option Scheme - 2021.RESOLVED FURTHER THAT the Company shall conform to the accounting policies prescribed from timeto time to the extent relevant and applicable to JSL Employee Stock Option Scheme - 2021.RESOLVED FURTHER THAT the equity shares to be issued as stated aforesaid shall rank pari-passu with allthe existing equity shares of the Company for all purposes.RESOLVED FURTHER THAT The Board of Directors / CEO of the Company or Company Secretary be andare hereby authorized to take requisite steps for listing of the Equity Shares allotted under the Scheme, from timeto time, on the Stock Exchanges where the Equity Shares of the Company are listed.RESOLVED FURTHER THAT the Board of Directors, be and is hereby authorized to do all such acts, deeds,matters and things including but not limited to the appointment of various intermediaries, experts, professionals,independent agencies and other advisors, merchant banker, valuers, consultants or representatives, beingincidental to the effective implementation and administration of the JSL Employee Stock Option Scheme - 2021,as it may, in its absolute discretion deem fit, for the aforesaid purpose and also to settle any issues, questions,difficulties or doubts that may arise in this regard at any stage and all the acts, deeds, matters and things done bythe Board are hereby ratified, confirmed and approved, without being required to seek any further consent orapproval of the shareholders of the Company, and further to execute all such agreements, deeds, documents,writings etc. and to give such directions and / or instructions as may be necessary, proper or expedient to giveeffect to JSL Employee Stock Option Scheme - 2021 including any modification, alteration, amendment,suspension, withdrawal or termination of JSL Employee Stock Option Scheme - 2021 and to take all such stepsand do all such acts, deeds, things as may be incidental or ancillary thereto in compliance with the applicablelaws.RESOLVED FURTHER THAT The Board of Directors / CEO of the company or Company Secretary be andare hereby jointly/ severally authorized to issue Grant letters to all the concerned Employees and to do all suchacts, deeds, matters and things as may be deemed necessary, desirable, proper or expedient for the purpose ofgiving effect to this Resolution and for matters connected therewith or incidental thereto.RESOLVED FURTHER THAT The Board of Directors / CEO of the company or Company Secretary be andare hereby jointly/ severally authorized to do all acts, deeds, things in connection with the allotment of the-3-

aforesaid equity shares including, without limitation, the issue and delivery of the duly stamped letter ofallotments, filing return of allotment with the Registrar of Companies, liaising with the Stock Exchange(s),where the Equity Shares of the Company are listed, National Securities Depository Limited (NSDL), CentralDepository Services Limited (CDSL) and/ or other authorities as may be necessary for the purpose and othermatters, making of necessary applications and taking all other steps as may be necessary for and in connectionwith the allotment of the aforesaid equity shares."4.ADOPTION OF NEW/REVISED ARTICLES OF ASSOCIATION OF THE COMPANY:To consider and if thought fit, to pass with or without modification(s), the following resolutions as a SpecialResolution:“RESOLVED THAT pursuant to the provisions of Section 14 and other applicable provisions of the CompaniesAct, 2013 (“the Act”) read with the Companies (Incorporation) Rules, 2014 (including any statutorymodification(s) or re-enactment thereof, for the time being in force), consent of the shareholders, be and arehereby accorded to adopt the new set of Articles of Association, be and is hereby approved and adopted insubstitution for, and to the exclusion, of the existing Articles of Association of the Company.RESOLVED FURTHER THAT the Board of Directors and/or Company Secretary be and are herebyauthorized severally to settle any question, difficulty or doubt, that may arise in giving effect to this resolutionand to do all such acts, deeds, matters and things, including delegating such authority, as may be considerednecessary, proper or expedient in order to give effect to the above resolution.”5.TO APPROVE TERMS OF THE ENGAGEMENT OF DR. RAJENDRA PRASAD SINGH ANDPAYMENT OF REMUNERATION TO NON-EXECUTIVE INDEPENDENT DIRECTOR:To consider and if thought fit, to pass with or without modification(s), the following resolution as a SpecialResolution:“RESOLVED THAT pursuant to the provisions of Section 197 read with Schedule V of the Companies Act,2013 and other applicable provisions, if any, of the Companies Act, 2013 (including any statutorymodification(s) or re-enactment thereof for the time being in force), and Article of Association of the Company,and Subject to approval of members of the Company, the Consent and approval of the Company be and is herebyaccorded for payment of a remuneration of Rs. 72,00,000/- per annum (Rupees Seventy-two lakhs only), withsubject to effective capital under Section II of Part II of Schedule V, to Dr. Rajendra Prasad Singh (DIN00004812), Non-executive, Independent Director of the Company.RESOLVED FURTHER THAT the Board of Directors or Company Secretary of the Company be and arehereby severally authorized to take such steps and to do all such acts, deeds and things as may be necessary inthis regard for obtaining approvals, statutory, contractual or otherwise, in relation to the above and to settle allmatters arising out of and incidental thereto, and to sign and to execute deeds, applications, documents andwritings that may be required on behalf of the Company, including digitally signing and filing the necessaryforms, delegation of powers to any director or committee of directors or any other person as it may deem fitsubject to the provisions of the Companies Act, 2013 and generally to do all such acts, deeds, matters and thingsas may be necessary proper, expedient or incidental for giving effect to this resolution.”By Order of the Board of DirectorsFor Jyoti Structures LimitedSd/Sonali K. GaikwadCompany Secretary & Compliance OfficerDate: 25.03.2022Place: Mumbai-4-

JYOTI STRUCTURES LIMITEDNOTES:1)In view of the prevailing situation due to COVID-19 and in line with direction issued by Ministry of CorporateAffairs vide in its amended Circular no. 02/2021 dated January 13, 2021 read with 14/2020, dated April 8, 2020,Circular no. 17/2020, dated April 13, 2020 and Circular no. 20/2020, dated May 5, 2020, the Company has decidedto hold its EGM through Video Conferencing (VC/OAVM).2)The EGM Notice shall be placed on the Company’s website www.jyotistructures.in and websites of the StockExchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com andwww.nseindia.com respectively3)As per the aforesaid circular provisions of appointment of proxy by the member(s) of the Company are notapplicable to General meeting convened through VC/OAVM. Accordingly, members cannot appoint a proxy andhave to attend the meeting through Video Conferencing personally.4)Institutional / Corporate Shareholders (i.e. other than individuals / HUF, NRI, etc.) are required to send a scannedcopy (PDF/JPG Format) of its Board or governing body Resolution/Authorization etc., authorizing its representativeto attend the EGM through VC/OAVM on its behalf and to vote through remote e-voting. The said Resolution/Authorization shall be sent to the Company by email through its registered email address toinvestor@jsl.co.in.5)Pursuant to the provisions of section 91 of the Act, the Register of Members and Share Transfer Registers of theCompany will remain closed from Friday, April 15, 2022 to Friday, April 22, 2022 both days inclusive.Members holding shares either in physical form or in dematerialized form, as on Friday, April 15, 2022 i.e. cutoff date, may cast their vote electronically.6)As per Regulation 40 of SEBI Listing Regulations, as amended, securities of listed companies can be transferredonly in dematerialized form with effect from, April 1, 2019, except in case of request received for transmissionor transposition of securities.In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management,members holding shares in physical form are requested to consider converting their holdings to dematerializedform.7)In case of joint holders, the Member whose name appears as the first holder in the order of names as per theRegister of Members of the Company will be entitled to vote at the EGM.8)Members attending the EGM through VC/OAVM shall be counted for the purpose of reckoning the quorum underSection 103 of the Act9)Members who have not registered their e-mail addresses are requested to register their e-mail addresses, inrespect of electronic holdings with the Depository through their concerned Depository Participant and with BigshareServices Pvt. Ltd., Registrar and Share Transfer Agent for shares held in physical form.10)Members are requested to notify immediately any change in their addresses and / or bank mandate details to theCompany’s Registrar and Share Transfer Agents, Bigshare Services Pvt. Ltd., at 1 st Floor Bharat Tim WorksBuilding, Makwana Road, Marol, Andheri (East) Mumbai 400059 for shares held in physical form and to theirrespective Depository Participants (DP) for shares held in electronic form.-5-

11)Explanatory statement pursuant to Section 102 (1) of the Act, relating to Special Business to be transacted atthe meeting is annexed hereto.12)The relevant details, pursuant to Regulations 26(4) and 36(3) of the SEBI Listing Regulations and SecretarialStandards on General Meetings issued by the Institute of Company Secretaries of India, in respect of Directorseeking re-appointment at this EGM is annexed.13)With a view to serving the members better and for administrative convenience, an attempt would be made toconsolidate multiple folios. Members who hold shares in identical names and in the same order of names in morethan one folio are requested to write to the Company to consolidate their holdings in one folio.14)As the equity shares of the Company are compulsorily traded in demat form. Members holding equity shares inphysical form are requested to get the shares converted in demat form.15)Members are requested to make use of Nomination facility by filing Form SH-13. In case of shares held in dematmode Form SH-13 has to be lodged with the respective DP and in case of the shares held in physical mode thesame has to be lodged with the Company or its Share Transfer Agents.16)Members are requested to note that in case of transfers, deletion of name of deceased shareholder, transmissionand transposition of names in respect of shares held in physical form, submission of photocopy of PAN Cardof the transferee(s), surviving holder(s), legal heir(s) and joint holder(s) respectively, along with necessarydocuments at the time of lodgment of request for these transactions, is mandatory.17)As per the MCA circular dated April 13, 2020, Members may also note that Poll will be not applicable, henceballot paper is not required. Poll through email, procedure prescribed in Section 109 read with Rules to befollowed is not applicable.18)The manner in which the members who are holding shares in physical form or who have not registered their emailaddresses with the company can cast their vote through remote e-voting or through the e-voting system duringthe meeting;19)The members who have cast their vote by remote-voting prior to the meeting may also attend the meeting butshall not be entitled to cast their vote again;20)The remote e-voting period commences on Tuesday, April 19, 2022 (9:00 a.m. IST) and ends on Thursday,April 21, 2022 (5:00 p.m. IST).21)The Board of Directors has appointed M/s. VLA & Associates, Practicing Company Secretaries as the Scrutinizerto scrutinize the voting during the EGM and remote e-voting process in a fair and transparent manner.22)The results declared along with the Scrutinizers Report shall be placed on the Company’s websitewww.jyotistructures.in and communicated to the Stock Exchanges immediately after the result is declared.23)Since the EGM will be held through VC/OAVM, the route Map is not annexed in this Notice.INSTRUCTIONS FOR MEMBERS FOR VOTING ELECTRONICALLY ARE AS UNDER:1.In view of the massive outbreak of the COVID-19 pandemic, social distancing is a norm to be followed andpursuant to the Circular No. 14/2020 dated April 08, 2020, Circular No.17/2020 dated April 13, 2020 issued by theMinistry of Corporate Affairs followed by Circular No. 20/2020 dated May 05, 2020 and Circular No. 02/2021dated January 13, 2021 and all other relevant circulars issued from time to time, physical attendance of the-6-

JYOTI STRUCTURES LIMITEDMembers to the EGM venue is not required and general meeting be held through video conferencing (VC) orother audiovisual means (OAVM). Hence, Members can attend and participate in the ensuing EGM throughVC/ OAVM.2.Pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of Corporate Affairs, thefacility to appoint proxy to attend and cast vote for the members is not available for this EGM. However, theBody Corporates are entitled to appoint authorised representatives to attend the EGM through VC/OAVM andparticipate there at and cast their votes through e-voting.3.The Members can join the EGM in the VC/OAVM mode 15 minutes before and after the scheduled time of thecommencement of the Meeting by following the procedure mentioned in the Notice. The facility of participationatthe EGM through VC will be made available for 1000 members on first come first served basis. This willnot include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, InstitutionalInvestors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination andRemuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend theEGM withoutrestriction 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 ofreckoningthe quorum under Section 103 of the Companies Act, 2013.5.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 Circulars issued by the Ministry of CorporateAffairs dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote evotingto its Members in respect of the business to be transacted at the EGM. For this purpose, the Companyhas entered into an agreement with National Securities Depository Limited (NSDL) for facilitating votingthrough electronic means, as the authorized agency. The facility of casting votes by a member using remote evoting system as well as venue voting on the date of the EGM will be provided by NSDL.6.In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Noticecalling the EGM has been uploaded on the website of the Company at www.jyotistructures.in . The Notice canalso beaccessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange ofIndia Limited at www.bseindia.com and www.nseindia.com respectively and the EGM Notice is also availableon the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com.7.EGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act,2013 read with MCA Circular No. 14/2020 dated April 08, 2020 and MCA Circular No. 17/2020 dated April 13,2020, MCA Circular No. 20/2020 dated May 05, 2020 and MCA Circular No. 2/2021 dated January 13, 2021.INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE EGM THROUGH VC ARE AS UNDER:1.Member will be provided with a facility to attend the EGM through VC/OAVM through the NSDL e-Votingsystem. Members may access by following the steps mentioned above for Access to NSDL e-Voting system.After successful login, you can see link of “VC/OAVM link” placed under “Join General meeting” menuagainst company name. You are requested to click on VC/OAVM link placed under Join General Meeting menu.The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will bedisplayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgottenthe User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in thenotice to avoid last minute rush.-7-

2.Members are encouraged to join the Meeting through Laptops for better experience.3.Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbanceduring the meeting.4.Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via MobileHotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommendedto use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.5.Shareholders who would like to express their views/have questions may send their questions in advance mentioningtheir name demat account number/folio number, email id, mobile number at investor@jsl.co.in. The same will bereplied by the company suitably.THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING ARE AS UNDER:The remote e-voting period begins on Tuesday, April 19, 2022 at 09.00 am and ends on Thursday, April 21,2022 at 05.00 pm. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members,whose names appear in the Register of Members / Beneficial Owners

Regd. Office: Valecha Chambers, 6th Floor, New Link Road, Andheri West, Mumbai-400053 E-mail: investor@jsl.co.in Website: www.jyotistructures.in NOTICE NOTICE is hereby given that the Extraordinary General Meeting ("EGM") of the Members of the Jyoti Structures