Recommendation on open offer to the Shareholders of Jai Mata Glass Ltd by committee of Independent Director

Jai Mata Glass Limited Head Office: Flat No. A-1, Upper Ground Floor, Property No 23 Block-A, Rajpur Road, Chattarpur Extension, New Delhi – 110074 Regd. Office & Works: Village Tipra, Barotiwala, Distt. Solan-174103 (HP) CIN NO. L26101 HP 1981 PLC 004430 E-Mail ID: admin@jaimataglass.com * Website: www.jaimataglass.com * Mob. No. 9811299555 August 18, 2026 The Manager BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400001 Subject: Recommendations on the Open Offer to the shareholders of Jai Mata Glass Limited (‘JMGL’ or ‘TC’ or ‘Target Company’) by Committee of Independent Directors in terms of Regulation 26(7) of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (SEBI (SAST) Regulations, 2011) Dear Sir/Madam, We are hereby submitting the recommendations of the committee of independent directors in terms of Regulation 26(7) of SEBI (SAST) Regulations, 2011 on the open offer made by Mr. Ashwani Gulati, Ms. Kiran Gulati and M/s Veerasha Trust (hereinafter collectively referred as ‘Acquirers’) to acquire upto 2,60,00,000 (Two Crore Sixty Lakh) Equity Shares constituting 26.00% of Paid up Equity Share Capital of the Target Company at a price of INR 1.85/- (Indian Rupee One and Eight Five Paisa Only) for each equity share of the Target Company, pursuant to, and in compliance with, amongst others, Regulation 3(1) and Regulation 4 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereto. Kindly take the above information on your records. For and on behalf of Jai Mata Glass Limited (AMRITA MITTAL) Company Secretary & Compliance Officer JAI MATA GLASS LIMITED CIN: L26101HP1981PLC004430 Registered Office: Village Tipra Tehsil Barotiwala, Solan, Himachal Pradesh, 174103 Ph. No.: 0179-2255177 / 2255359 / 41536830 Email ID: admin@jaimataglass.com; jaimataglassltd@gmail.com Website: www.jaimataglass.com Recommendations of the Committee of Independent Directors (‘IDC’) for the Open Offer to the Shareholders of Jai Mata Glass Limited (hereinafter referred to as ‘the Company’ / ‘Target Company’) by Mr. Ashwani Gulati, Ms. Kiran Gulati and M/s Veerasha Trust (hereinafter collectively referred to as ‘Acquirers’) under Regulation 26(7) of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (‘SEBI (SAST) Regulations, 2011’). 1 Date August 17, 2026 Pursuant to entering into SPA, the Acquirers have triggered 2 Name of the Company Jai Mata Glass Limited the obligation to make an Open Offer in terms of Regulation 3(1) and Regulation 4 of SEBI (SAST) Regulations, 2011. 3 Details of the Offer Open Offer to acquire upto 2,60,00,000 (Two Crore Sixty pertaining to the Lakh Only) Equity Shares representing 26.00% of the Paid The equity shares of the Company are listed and traded Company up Equity Share Capital of the Target Company at an Offer on the bourses of BSE and are frequently traded within the Price of INR 1.85/- (Indian Rupee One and Eight Five Paisa meaning of definition of ‘frequently traded shares’ under Only) per fully paid-up Equity Share payable in cash. clause (j) of Sub-Regulation (1) of Regulation 2 of the SEBI (SAST) Regulations), 2011. 4 Name of the Acquirers • Mr. Ashwani Gulati and the Persons Acting • Ms. Kiran Gulati The Offer Price of INR 1.85/- (Indian Rupee One and Eight in concert with the Five Paisa Only) is justified, in terms of Regulation 8(2) of Acquirers • M/s Veerasha Trust the SEBI (SAST) being the highest of the following- There is no Persons Acting in concert with the Acquirers in S. Particulars Price this Offer 5 Name of the Manager Corporate Professionals Capital Private Limited (a) The highest negotiated price per INR 1.85/- to the Offer share of the target company for any 6 Members of the Mr. Krishan Kant – Chairperson acquisition under the agreement Committee of Mr. Parminder Singh Kalsi – Member attracting the obligation to make a Independent Directors public announcement of an open offer 7 IDC Member’s The IDC members are Independent Directors of the (b) The volume-weighted average NA relationship with the Company price paid or payable for acquisition Company (Director, None of the members of the IDC hold any equity shares by the Acquirers during 52 weeks Equity shares owned, or other securities of the Company or have any contract/ immediately preceding the date of PA any other contract / relationship with the Target Company other than as the relationship), if any Independent Directors on the board of the Company. (c) The highest price paid or payable NA for any acquisition by the Acquirers 8 Trading in the Equity None of the IDC members of the Company is currently during 26 weeks immediately shares/other securities holding any shares in the Company. preceding the date of the PA of the Company by None of the IDC members of the Company have traded IDC Members in any equity shares / other securities of the Company (d) The volume-weighted average market INR 1.81/- price of shares for a period of sixty during a period of 12 months prior to the date of Public trading days immediately preceding Announcement and since then till date. the date of the public announcement 9 IDC Member’s None of the IDC members have any direct or indirect as traded on the stock exchange relationship with the relationship with the Acquirers and neither have any where the maximum volume of trading acquirer (Director, contracts with the Acquirers. in the shares of the target company Equity shares owned, Further, since the Acquirers being individuals and trusts, are recorded during such period any other contract / thus directorship or details of equity share owned by IDC (e) Where the Equity Shares are Not relationship), if any. members in Acquirers is not applicable. not frequently traded, the price Applicable, 10 Trading in the Equity Not Applicable determined by the Acquirers and the since the shares/other securities Manager to the Offer considering equity of the Acquirer by IDC valuation parameters including book shares of Members value, comparable trading multiples, the Target and such other parameters as are Company 11 Recommendation on Based on the review of the Public Announcement. the customary for valuation of shares of are the Open offer, as to Detailed Public Statement and Letter of Offer issued by such companies. frequently whether the offer is fair the Manager to the Offer and other documents on behalf of traded and reasonable the Acquirers along with PAC, IDC members are of opinion that the Open Offer is in accordance with SEBI (SAST) In view of the parameters considered and presented in table Regulations, 2011 and prima facie appears to be fair and above, we the IDC members are of view that, the Offer Price reasonable. INR 1.85/- (Indian Rupee One and Eight Five Paisa Only) per share is justified in terms of Regulation 8 of the SEBI The shareholders are advised to independently evaluate (SAST) Regulations. the offer and take their own informed decision based on the Letter of Offer dated August 14, 2026. They may also However, the shareholders are advised to independently consider seeking independent tax opinion before taking evaluate the offer and take their own informed decision. their decision in this regard. 13 Disclosure of voting These recommendations have been unanimously approved 12 Summary of reasons IDC members have taken into consideration, the following pattern by the IDC members. for recommendation offer documents for making the recommendations – 14 Details of Independent None 1. Public Announcement dated July 13, 2026 Advisors, if any. 2. Detailed Public Statement dated July 20, 2026 15 Any other matter(s) to None 3. Letter of Offer dated August 14, 2026 be highlighted Based on the review, we note that the Acquirers have entered “To the best of our knowledge and belief, after making proper enquiry, the information into a S [Showing first 8,000 characters — download PDF for full document]