JMG Corporation EGM Approves Name Change, Borrowing Limits

Key Resolutions for Shareholder Approval

The EGM will consider and approve 11 items of business:

Special Business Resolutions:

1. Creation of Mortgage/Charge on Assets under Section 180(1)(a) of Companies Act, 2013: Approval to pledge, mortgage, hypothecate, and/or create charge on movable/immovable properties to secure borrowings up to ₹100 crore for the company and/or its subsidiaries.

2. Enhancement in Borrowing Limits under Section 180(1)(c): Approval to borrow money exceeding the aggregate of paid-up capital, free reserves, and securities premium, with total borrowings not to exceed ₹100 crore at any time.

3. Enhancement in Limits of Investments/Loans/Guarantees/Securities under Section 186: Approval to make loans, give guarantees, provide security, and acquire securities of other body corporates up to ₹100 crore outstanding at any time, exceeding the limits prescribed under Section 186(2).

4. Shifting of Registered Office from Delhi to Rajasthan: Approval to shift the registered office from the jurisdiction of ROC Delhi to ROC Jaipur, requiring alteration of Memorandum of Association Clause II and approval from the Regional Director.

5. Adoption of New Articles of Association: Approval to replace the existing Articles of Association with a new set compliant with the Companies Act, 2013.

6. Change of Company Name: Approval to change the name from 'JMG Corporation Limited' to 'Panthaora Limited', subject to BSE in-principle approval and ROC approval. Requires alteration of Clause I of MOA and AOA.

7. Appointment of Mr. Rahul Singh Jadaun [DIN: 11692304] as Non-Executive Independent Director for a term of five years from April 27, 2026, to April 26, 2031.

8. Appointment of Ms. Yashasvi Pareek [DIN: 11692448] as Non-Executive Independent Director for a term of five years from April 27, 2026, to April 26, 2031.

9. Regularization of Ms. Maya Bairagi [DIN: 10070430] as Non-Executive Non-Independent Director (liable to retire by rotation), appointed as Additional Director from April 27, 2026.

10. Appointment of Mr. Neerav Bairagi [DIN: 08486843] as Chairman & Managing Director for five years from April 27, 2026, to April 26, 2031, with a monthly salary of up to ₹4,00,000, plus benefits including Group Medical Claim, Personal Accident Insurance, PF, Gratuity, Corporate Mobile Plan, and reimbursement of travel expenses. No sitting fees for board meetings.

Ordinary Business Resolution:

11. Approval for Purchase from Related Party: Approval for material related party transactions with Fashkart Retail (proprietorship of Mr. Neerav Bairagi) for purchase of goods/materials up to ₹25 crore per annum on arm's length basis. Based on FY2025-26 audited turnover of ₹67.50 lakh, this represents 3,703.70% of annual turnover.

Financial and Operational Impact

• Borrowing and Security Creation: Total secured borrowings limited to ₹100 crore.
• Investments/Loans/Guarantees: Aggregate limit enhanced to ₹100 crore.
• Related Party Transaction: Maximum value of ₹25 crore per annum with Fashkart Retail.
• Management Remuneration: Mr. Neerav Bairagi's remuneration as CMD set at ₹4,00,000 per month plus benefits.

Governance and Compliance

• The EGM will be conducted via VC/OAVM as per MCA circulars and SEBI guidelines.
• Remote e-voting period: July 22, 2026 (9:00 AM) to July 24, 2026 (5:00 PM) through NSDL.
• Cut-off date for determining voting rights: July 18, 2026.
• The notice is being sent electronically to all members with registered email addresses.

Rationale for Key Proposals

• Name Change: To dissociate from erstwhile promoters and align with new management and strategic direction.
• Registered Office Shift: Due to restructuring of control and management.
• Borrowing Limits Enhancement: To support business operations and future fund requirements.
• Director Appointments: To strengthen board composition with independent and experienced directors.

Additional Information

• Explanatory statements pursuant to Section 102 of Companies Act, 2013 provided for each resolution.
• Documents including MOA, AOA, draft director appointment letters, and related party transaction details available for electronic inspection by members.
• Company's website: www.jmg-corp.in