Dated: 315t August, 2024

To, The Corporate Compliance & Listing Centre, BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai- 400001

(BSE Scrip Code: 508807)

Sub: Notice of the 48" Annual General Meeting

Dear Sir(s),

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, we hereby submit the Notice of the 48" Annual General Meeting of the Company scheduled to be held on Wednesday, the 25" day of September, 2024 at 11:30 AM. at the Registered Office of the Company at Dharuhera Industrial Complex, Delhi - Jaipur Highway No.8, Kapriwas, Dharuhera, Rewari - 123106 (Haryana)

The copy of the above Notice is also available on the website of the Company at https:/fistindia.com/wpcontent/themes/isttheme/assets/pdf/annualreports/Aqm_Notice2024.pdf :

Kindly take the same on record.

Digitally signed by BHUPINDER KUMAR DN: c=IN, o=Personal, postalCode=110027, st=Delhi, serialNumber=D639C66800BD 4BB3C87C9EC311FA23A96CEEF 42287B8715780446F88B287BF 80, cn=BHUPINDER KUMAR Date: 2024.08.31 16:48:19 +05'30'

Thanking you.

Yours faithfully,

For IST Limited

BHUPIN DER KUMAR

Bhupinder Kumar Company Secretary M. No. A15871

Encl: As above.

CIN - L33301HR1976PLC008316 Head off. : A-23, New Office Complex, 2" Floor, Defence Colony, New Delhi-110024 (India) i Phones : 011-41044514 Fax : 011-24694291 Crtfcale 041113970891, {}TIgd. (lsz. & Faclt)rljry :hDhalg[wm]{ndusl}ilal ;;ZJIEIII}:X Delh)i-Jmpur Highway No. 8, illage Kapriwas, Dharuhera, Distt. Rewari-12 aryana RWTUV phones : 01274-267347-48, Fax : 01274-267346 E-mail : [email protected] Website : wwiw.istindia.com

Registered Office : Dharuhera Industrial Complex, Delhi Jaipur Highway No. 8, Kapriwas, Dharuhera, Rewari - 123106 (Haryana) Tel: (01274) 267346-48; Fax : (01274) 267444; Website: www.istindia.com; CIN: L33301HR1976PLC008316

NOTICE

Notice is hereby given that the 48th Annual General Meeting (AGM) of IST Limited, will be held on Wednesday, the 25th day of September, 2024 at 11:30 A.M. at the Registered Office ofthe Company at Dharuhera Industrial Complex, Delhi — Jaipur Highway No. 8, Kapriwas, Dharuhera, Rewari — 123106 (Haryana), to transact the following business

1. Toconsiderand adopt the auditedfinancial statementincluding the audited consolidated financial statement of the Company for the financial year ended 31st March 2024 and Reports of the Board of Directors and Auditors thereon and in this regard, to give your assentor dissent to the following Ordinary Resolution:

"RESOLVED THAT the Audited Financial Statement, including the Audited Consolidated Financial Statementof the Companyfor the financialyearended 31stMarch, 2024 and the reports ofthe Board of Directors and Auditors thereon, as laid before the meeting, be andare hereby consideredand adopted."

1. Toappointadirectorin place of Mr. Suresh Chand Jain (DIN: 00092079), whorretires by rotation and being eligible, offers himselffor re-appointment, and inthis regard, to give yourassentor dissenttothe following Ordinary Resolution:

"RESOLVED THAT pursuanttothe provisions of Section 152and other applicable provisions of the Companies Act, 2013, Mr. Suresh Chand Jain (DIN: 00092079) who retires by rotation at this meeting and being eligible hasoffered himselffor re-appointment, be and is hereby re-appointed as a Director of the Company, liable toretire by rotation."

1. Toappointa directorin place of Mr. Mayur Gupta (DIN: 00131376), whoretires by rotation and being eligible, offers himselffor re-appointment, and in this regard, to give your assentor dissent to the following Ordinary Resolution:

"RESOLVED THAT pursuanttothe provisions of Section 152and other applicable provisions of the Companies Act, 2013, Mr.Mayur Gupta (DIN: 00131376), whoretires by rotation atthis meetingand being eligible has offered himself for re-appointment, be and is hereby re-appointed as a Director of the Company, liable toretire by rotation."

1. ToappointM/s. VSVG & Co., Chartered Accountants, as Statutory Auditorsofthe Company, tohold office for aterm of 5 (Five) years from the conclusion ofthis 48th Annual General Meeting untilthe conclusion of53rd Annual General Meeting and to fix their remuneration, and in this regard, to give your assent or dissent to the following Ordinary Resolution

"RESOLVED THAT pursuantto the provisions of Sections 139, 141, 142 and other applicable provisions, ifany, of the Companies Act, 2013read withRulesmade thereunder (including anyamendment(s), modification(s) or variation(s) thereto) and the recommendations oftheAudit Committee and Board of Directors, the appointmentofMis VSVG & Co., Chartered Accountants (Firm Registration No. 005100N), as Statutory Auditors ofthe Company, i place of M/s. O.P. Dadus& Co. Chartered Accountants (Firm Registration No. 001201N) whose tenure expires at the conclusion of 48th Annual General Meeting, to hold office foraterm of 5 (Five) yearscommencing from the conclusion ofthis Annual General Meeting until the conclusion of the Fifty Third Annual General Meeting of the Company to be heldin the calendar year 2029 0n suchremuneration plusreimbursementof out of pocketexpenses as may beincurred bythem in connection withthe audit of accountsof the Company, as may be mutually agreed between the Board of Directors of the Company and the said Auditors (based on the recommendation of the Audit Committee) be andis hereby approved

RESOLVED FURTHER THAT the Boardbe andis hereby authorisedtotake allsuch actions andtodoall such acts, deeds, matters and things as may be considerednecessary, desirable and expedientforgiving effecttothis resolution."

SPECIAL BUSINESS

1. ToappointMr. Satchitumar Basuas Whole Time Director designated s Director (Technical)andin this regard, to give your assent or dissent o the following Special Resolution:

"RESOLVED THAT pursuanttothe recommendation ofthe Nomination and Remuneration Committee and approval ofthe Board of Directors at theirrespective meeting and pursuant o the provisions of Section 196, 197, 203andany other applicable provisions of the Companies Act, 2013 and the Rules made there under (including any statutory modification(s)or re-enactmentthereof for the time being n force), read with Schedule Vtothe Companies Act, 2013 andthe relevant provisions of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014, as amended from time totime and Articles of Association ofthe Company, consentofthe Company be andis hereby

accordedforthere-appointment ofMr. SatchitKumarBasu (DIN: 08969146),as Whole Time Director, designated as Director (Technical) ofthe Company for afurther period of 3 years with effectfrom 25th November, 2024 upto 24th November, 2027 (both days inclusive)andto pay him remunerationas perrevised terms ofappointment, with authority tothe Board of Directors (which shall be deemed toinclude a Committee of the Board) toalterand vary the termsand conditions of the said re-appointmentincluding remuneration in such manner as may be agreedto between the Board of Directors and the appointee.

RESOLVED FURTHER THAT the remuneration payable to Mr. Satchit KumarBasu, Whole Time Director w.e f. 25th November, 2024 shall be as under:

Apartfrom theabove Mr. Satchit Kumar Basu shallalso be entitied to the following

• a) Contributiontowards ProvidentFund, asapplicable
• b) Gratuity payable at the rate notexceeding half a month salary for each completed year of continuing services

c) Company'sChauffeur Driven Car

The Company shall providetothe Director (Technical) one Chauffeur driven car exclusively for the purpose of Business of the Company. Any expenses incurred by the Director (Technical) in connection with running and maintenance of the Car shall be reimbursed tohim

d) EarnedLeave

Onemonth's leave with payand allowance s perrules of the Company for every calendar year. However, only the leave accumulated and not availed offduring his tenureas Director (Technical) il be encashed

RESOLVED FURTHER THAT the company's contribution to providentfund, superannuation orannuityfund, ifany, tothe extentthese aresingly or put together are nottaxable under theincome taxlaw, gratuity payableata rate not exceeding halfamonth'ssalary foreach completed yearof service and encashment ofleaves at the end of the tenure shallnot be includedfor the purpose of computation of the overallceiling of remuneration

RESOLVED FUTHER THAT the approval of the Company be andis hereby also accorded for paying the above said remuneration toMr. Satchit Kumar Basu with effect from 25th November, 2024

RESOLVED FURTHER THAT the Board of Directors and or Nomination & Remuneration Committee ofthe Board, beandishereby authorizedtoincreaseorrestructure the aforesaidremunerationtotheextentitmay deemappropriate, uptoamaximum of 30%fromthe prevailing remuneration, per annum, provided that suchrevision s within te overall limits ofthe managerial remuneration as prescribed underthe Companies Act, 2013 read with Schedule V' thereto, and/ orany guidelines prescribed by the Govemmentfrom time totime and the said termsand conditions of appointment of Mr. SatchitKumarBasu be suitably amended to give effect tosuch modification, revision or relaxation, asthe case may be, without seeking any further approval of the Shareholders of the Companyin the general meeting

RESOLVED FURTHERTHAT the remunerationspecified hereinabove, be paidas minimum remuneration toMr. Satchit KumarBasu intheyear oflosses orinadequacy ofprofits andifnecessary, anapplication to the Central Government be made seekingits approval for payment of the said minimum remunerationin so far asthe same s in excess of the ceiling prescribed forpaymentof minimumremuneration under ScheduleV tothe Companies Act, 2013orany statutory modification thereof as may be in force from time to time.

RESOLVED FURTHER THATthe Board be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedientand execute all such documents, instruments and writings as may be necessary and to delegateall or any of the powers herein conferredtoany Committee of Directors or any Individual Director(s) togive effecttothe foregoing resolution."

ToappointMr. GopalKrishan Sharma (DIN: 10706388) as Independent Director andin this regard, to give yourassent ordissentto the following Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 161 and all other applicable provisions, if any, of the Companies Act, 2013 (the Act) and the Rules made thereunder, as amended from timeto time and the Article 64 of Articles of Association of the Company, Mr. Gopal Krishan Sharma (DIN: 10706388), who was appointed as an Additional Director in the capacity of Independent Director by the Board of Directors on the recommendations of Normination & Remuneration Committee w.e.f. 14th August, 2024 andwho holds he office up to the date ofthis Annual General Meeting, be andis hereby appointed as a Director of the Company.

"RESOLVED FURTHER THAT pursuanttothe provisions of Section 149, 152 andall otherapplicable provisions, if any, ofthe Companies Act, 2013 (the Act) andthe Rules made thereunder, as amended from time totime read with Schedule IV ofthe Actand Regulation 17 ofthe Listing Regulations, Mr. Gopal Krishan Sharma (DIN: 10706388), appointed asan Director and who has given adeclaration that he meets the criteria of independence s providedin sub-section (6) of Section 149 ofthe Actand qualifies for being appointed as an Independent Director andinrespect ofwhom the Company has received a notice inwriting from amember, under Section 160 of the Companies Act, 2013, proposing his candidature for the office of Director, be and s hereby appointed as an Independent Director ofthe Company, not liable o retire by rotation, forafirstterm of 5 (five) consecutive years with effectfrom 14th August, 2024 upto 13th August, 2029

RESOLVED FURTHER THAT the Board of Directors ofthe Company be and is hereby authorised todoallacts and take all such steps as may be necessary, proper and expedientto give effectto the aforesaid resolution."

Toappoint Mr. NeerajKumar Aggarwal (DIN: 0043827 1)as Independent Directorand in this regard, togive your assent ordissentto the following Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 161 and all other applicable provisions, if any, of the Companies Act, 2013 (the Act) and the Rules made thereunder, as amended from timeto time and the Article 64 of Articles of Association ofthe Company, Mr. Neeraj Kumar Aggarwal (DIN: 00438271), whowas appointed as an Additional Director by the Board of Directors onthe recommendations of Nomination & Remuneration Committeew.e.f. 14th August, 2024 andwho holds the office up to the date of this Annual GeneralMeeting, be and is hereby appointed as a Director of the Company.

RESOLVED FURTHERTHAT pursuant tothe provisions of Section 149, 152andall other applicable provisions, ifany, oftheCompanies Act, 2013 (the Act)andthe Rules made thereunder, as amended from time totime read with schedule IV ofthe Actand Regulation 17 of the Listing Regulations, Mr. Neeraj Kumar Aggarwal (DIN: 00438271), appointed asanDirector andwho has given adeclaration thathe meetsthe criteria of independence as providedin sub-section (6)of Section 149 of the Actand qualifies for being appointed as an Independent Director andin respect of whomthe Companyhas receivedanotice inwriting from amember, under Section 160ofthe Companies Act, 2013, proposing his candidature forthe office of Director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, for a first term of 5 (five) consecutive years with effect from 14th August, 2024 upto 13th August, 2029

RESOLVED FURTHER THAT the Board of Directors ofthe Company be and is hereby authorised todoallacts and take all such steps as may be necessary, proper and expedientto give effectto the aforesaid resolution."

By Order of the Board of Directors BhupinderKumar Place: New Delhi Company Secretary Dated: 14.08.2024 A15871

Notes:

• 1 TheExplanatory Statement as requiredunder section 102 ofthe Companies Act, 2013 is annexed hereto. Further, Additional information, pursuant to Regula- tion 36 of the Listing Regulations, in respect of the directors seekingappointment/reappointment tthe AGM, forms partof this Notice.
• A Member entitled to attend and vote at the Meetingis entitledto appoint another personas aProxy to attend and vote on a Poll on his/ her behalf. A Proxy need not be a Member of the Company. However, proxies n orderto be effec- tive must be received atthe Registered Office of the Company not less than 48 hours before the Annual General Meeting. A person can act as a proxy onbehalfof members holdingin the aggregate notmore thanten percent of the total share capital of the Company carrying voting rights. Amemberhold- ingmorethanten percentof the total share capital of the Company carrying voting rights may appointa single person as proxy and such personshallnotact as a proxy for any other person or shareholder.
• The Instrument of Proxy in Form MGT 11 (Proxy Form) prescribed under Companies (Management and Administration) Rules, 2014 pursuantto Section 105(6) of the Companies Act, 2013, is given sepa- ratelyinthe Annual Report
• Corporate members intending to send their autho- rized representatives to attend the Meeting are re- quested tosendtothe Companya certified copy ofthe Board Resolutionauthorizing theirrepresentative to attendand vote on their behalf at the Meeting.
• Notice of AGM is also available on the Company's website www istindia.comand websites of the Stock Exchanges i.e. BSE Limited atwww. bseindia.com
• In case of joint holders attending the Meeting, only suchjointholderwhois higherin the orderofnames willbeentitiedtovote
• Members are requestedto bring the Attendance Slip dulyfilledinalong with theircopy of Annual Reportto the Meeting.
• TheRegisterofMembers and Share Transfer Books ofthe Companywillremainclosed from 19.09.2024t0 25.09.2024 (both days inclusive) for the purpose of the Annual General Meeting
• AsperRegulation 40f the SEBI Listing Regulations, except in case of transmission or transposition of securities, requestsforeffecting transferofsecurities shallnotbe processed unlessthe securities are held inthe dematerialized formwitha depository. Members ofthe Company who hold securities in physical form

and intend to transfer their securities after 1st April 2019, cando so onlyindematerialized form. There- fore, Members holding shares in physical form are requested to consider converting their holding to dematerialized form to eliminate allrisks associated with physicalshares forease of portfolio management aswell as for ease of transfer, if required. In view of the same andto availthein-builtadvantages of NECS payment, nomination facilityand otheradvantages, the shareholders are requested to dematerialize their shares. Members can contact the Company or RTA forassistance in this regard.

• SEBI has mandated the submission of Permanent Account Number (PAN) by every participant in the securities market. Members holding sharesin elec- tronic form are, therefore, requested to submit the PAN totheir Depository Participants withwhomthey are maintaining their Demat accounts. Further, in accordancewith SEBI CircularNo. SEBI/HO/MIRSD/ DOP1/CIR/IP/2018/73 dated 20th April 2018, all Mem- bersholding sharesin physicalformare requestedto register their PAN and bank account details by sub- mitting their self-attested copy PAN Card (including thatof the oint holders also)and an originalcancelled chequeorsubmit copy ofbank passbook statement ofthe holderattested by the banktothe Registrarand Share Transfer Agent (RTA) ofthe Company.
• The Membersare requestedto contactthe Company's Registrars and Share Transfer Agents, MAS Ser- vices Limited for alltheir queries, transmission and transposition requests etc. and / or for any other matterrelating totheir shareholdinginthe Company as per their following contactdetails

Mas Services Limited, T-34,2nd Floor, Okhla Industrial Area, Phase-Il, New Delhi—110020; Phone:011-26387281-83; Fax: 011-26387384; email: [email protected]

• As per the provisions of Section 72 of the Act, the facility of making nomination s available forthe Mem- bers in respect ofthe sharesheld by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. Membersare requestedtosubmit thesaid details totheir respective DP in casethe shares are held by them in electronicform and to the Company IRTA, in case the shares are held in physical form
• Members holding sharesin physicalform, inidentical order of names, inmore than one folio are requested tosendtothe Company/RTA, the detailsofsuch olios togetherwith the share certificates for consolidating

IST LIMITED

• dences with the Company / with the Registrars and inphysical form, upon making a requestfor the same-
• Electronic copy ofthe AnnualReportforfinancialyear andholdings shouldbe verified. 202324 along with the Notice of the 48th Annual ~ VOTING THROUGH ELECTRONIC MEANS

theirholdingsin one folio. Aconsolidatedshare cer- 2023-24 will also be available on the Company's tificate willbe issued to such membersafter making website: www.istindia.com for their download. The requisite changes. Incase ofjointholders, the Mem- physical copies ofthe aforesaid documents wil also bers whose name appears as the first holder in the be available atthe Company's Registered Office for order ofnames as perthe Register of Members ofthe inspection during 11:00 A M.to 5:00 P.M on any Company willbe entitled tovote at the AGM working day,excluding Saturday, Sunday and Public Members are requested o () quote their Registered Holiday. Even afterregistering for e-communication, FaloNumbers/DPID8Cientib Nos.inallcorespon- members re entitled toreceive such communication

• Share Transfer Agents; and (i) promplly nofifyany ~ 19. Forany communication, the shareholders mayalso changeintheir address tothe Registrars and Share send requests to the Company's investor email id Transfer Agents, in case they stil hold the Equity cs@istindia com
• Shares n physical form 20. To prevent fraudulent transactions, members are Members, who have not registered their e-mail ad- advised to exercise due diligence and oty the dresses sofar, arerequestedtoregister their e-mail Companyof anychangeinaddress ordemise ofany id for receiving all communication including Annual member as soon as possible. Members are also Report, Notices, Circulars etc. from the Company advisednot oleave theirDemat Account(s) dormant electronically, with the Company's Registrars and for long. Periodic statement of holdings should be Share Transfer Agents obtained from the concerned Depository Participant

General Meeting of the Company (including Atten- 21. Pursuant to the provisions of Section 108 of the dance Slip and Proxy Form) is being sent to all the Companies Act, 2013 readwith Rule 20 0fthe Com members whose email IDs are registered with the peniesManagementandAdminisiation)Rules, 2014, Registrar/Depository Participants(s) with their con- as amended by the Companies (Management and sentfor communication purposes unless any mem- Administration) Amendment Rules, 2015 and the ber has requested for a hard copy ofthe same Regulation 440fSEBI (LODR)Regulations, 2015, the For members who have not registered their email Company is providing remote e-voting facilty to en- address, physical copies of the Annual Reportforthe able the members tocasttheirvotes electronicallyon financial year 2023-24 along with Notice of the 48th allthe resolutions set forthin the Notice convening the Annual General Meeting of the Company inter alia 48th Annual General Meeting. The Company has indicating the process and manner of-voting along engaged the services of National Securities Deposi- with Attendance Slip and Proxy Formis being sentby tary Limited (NSDL) to provide the remote e-voting otherpermissiblemodes faciliies. The instructions for remote e-voting are provided below. Members are advised to read the Memb 150 note that the Notice of the 48th embers may aso note that fhe otice of fhe instructions carefully before exercisingtheirvote. Annual General Meeting and the Annual Report for

THE INSTRUCTIONS FOR MEMBERS FORREMOTE E-VOTING ARE AS UNDER:-

Theremote e-voting period begins on 22.09.2024 at09:00A.M.and ends on24.09.2024 at05:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear inthe Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. 13.09.2024, may cast their vote electronically. The voting right of shareholders shall be in proportionto their share in the paid-up equity share capital of the Company as on the cut-off date, being 13.09.2024.

How do | vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:

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 mobilenumberand email dintheir demat accounts in order to access e-Voting facility.

g5t IST LIMITED

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

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:

B) LoginMethodfore-Votingfor 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. Visitthe e-Votingwebsite of NSDL. Openweb browserby typingthe following URL: https/iwww.evoting.nsdl.com/ either onaPersonal Computer or ona mobile
• 1. Oncethehome page ofe-Voting systemis launched, click on the icon "Login"whichisavailable under'Shareholder/ Member section.

• Anewscreenwill open. You willhaveto enteryour User ID, your Password/OTP and a Verification Code as shown on the screen Alternatively, ifyouare registered for NSDL eservicesi.e. IDEAS, youcan log-inat htips:/eservices.nsdl.com/with yourexisting IDEAS login. Once youlog-into NSDL eservices after using yourlog-in credentials, click on e-Votingand Yyoucan proceedto Step 2i.e. Cast yourvote electronically. 4. Your UserID details are given below

• 5 Password details for shareholders otherthan Individual shareholders are given below:
• a) Ifyou are already registered for e-Voting, then you can user your existing password tologin and cast your vote
• b) Ifyou areusing NSDL e-Voting system for the firsttime, youwill need toretrieve the 'initial password' whichwas communicatedtoyou. Once youretrieve your 'initial password', youneed to enter the 'initial password'and the system willforce you to change your password
• ¢) Howtoretrieve your initial password'?
  • (i) If your email ID is registered in your demat account or with the company, your 'initial password' is communicated toyou on your email D. Trace the emailsenttoyou from NSDL from yourmailbox. Open the emailand open the attachmenti.e. a pdffile. Open the_pdffile. The password to open the .pdffile is your 8 digit clientIDfor NSDL account, last8 digits of clientID for CDSL account or folio number for shares held in physical form. The pdffile contains your 'User 1D and your initial password
  • (i) IfyouremailIDisnotregistered, please follow steps mentioned belowin process for those shareholders whose email ids are not registered.
• Ifyou are unable to retrieve or have not received the * Initial password" or have forgotten your password:
• a) ClickonForgot UserDetails/Password?"([fyou are holding shares in your demataccount with NSDL or CDSL) optionavailable onwww.evoting.nsdl.com
• b) Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com
• ¢) Ifyouarestilunabletogetthe password by aforesaid twooptions, you can sendarequest [email protected] mentioning your demat account number/folio number, your PAN, your name andyourregistered address etc.
• d) Memberscanalso use the OTP (One Time Password) based loginfor casting the votes onthe e-Voting system ofNSDL
• 7 After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
• 8 Now, you will have to click on "Login" button
• 9 Afteryouclick on the "Login" button, Home page ofe-Voting will open

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

How to castyour vote electronically on NSDL e-Voting system?

• 1 After successful loginat Step 1,you willbe able to see all the companies "EVEN" inwhich youare holding sharesand whose voting cycleis in active status
• Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period.
• Now you are ready for e-Voting as the Voting page opens.
• Cast yourvote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which youwish to castyourvote and click on "Submit' and also "Confirm" when prompted.
• 5 Upon confirmation, the message "Vote cast successfully" willbe displayed
• 1. You can also take the printout ofhe votes cast by you by clicking on the print option on the confirmation page.
• 7 Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines forshareholders

1 Institutional shareholders (ie. other than individuals, HUF, NRI etc.) are required tosend scanned copy (PDFIJPG Format)ofthe relevant Board Resolution/Authority letteretc. withattested specimen signature of the duly authorized signatory(ies)who are authorized to vote, tothe Scrutinizerby e-mail to [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) canalso upload their Board Resolution/ Powerof Attorney / Authority L etter etc. by clicking on "Upload Board Resolution/ Authority Letter" displayed under "e-Voting" tab in their login

• Itis strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login tothe e-votingwebsite willbe disabled upon five unsuccessful attemptstokey inthe correct password. Insuchan event, youwillneed to go through the "Forgot User Details/Password?" or"Physical User Reset Password?" option available onwwiw.evoting.nsdl.com to reset the password.
• In case of any queries, you may refer the Frequently Asked Questions (FAQs)for Shareholders and e-voting user manualfor Shareholders availableatthe download section of www.evoting.nsdl.com or call on : 022- 4886 7000 and 022-24997000 orsend arequestto Mr. Rakesh Mehta at [email protected]

Process forthose shareholders whose emailids are notregistered with the depositories for procuring userid and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

• 1 Incase shares are heldin physicalmode please provide FolioNo., Name of shareholder, scanned copy ofthe share certificate (frontand back), PAN (selfattested scanned copy of PAN card), AADHAR (selfattested scanned copy of Aadhar Card) by emailto [email protected]
• Incase shares are heldin demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (selfattested scanned copy of Aadhar Card)to [email protected]. Ifyou rean Individual shareholders holding securities indemat mode, youare requested torefertothe login method explainedat step 1 () .e. Login method fore-Voting for Individual shareholders holding securities in demat mode.
• Alternatively shareholder/members may send a [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
• 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 accountin orderto access e-Voting facility.
• The Company has appointed Mr. Vinod Kumar Aneja, Company Secretary n practice (Membership No. 5740 /C.P. No. 5740)as scrutinizer for conducting the e-voting process in fair and transparent manner.
• 2 TheResults of voting willbe declared within 48 hoursfrom the conclusionofthe AGMandthe Resolutions willbe deemed tobe passed onthe date ofthe AGM, subjecttoreceipt ofrequisite number ofvotes. The declared Results, alongwith the Scrutinizer's Report, will e available forthwith on the Company's corporate website www.istindia.com and will also be forwarded to BSE Limited, where the Company's sharesare listed

STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 (THEACT), THE FOLLOWING EXPLANATORY STATEMENT SETS OUT ALL MATERIAL FACTS RELATING TO BUSINESS MENTIONED UNDER ITEMNO. 5 to 7 OF THE ACCOMPANYING NOTICE

Attachedtothe Notice convening the 48th Annual General Meeting of IST Limited to be held on Wednesday, the 25th day ofSeptember, 2024

Iltem No. 5

Mr. SatchitKumar Basu (DIN: 08969146) was appointed asthe Whole Time Director designated as Director (Technical) bythe Board at its meeting held on 25th November, 2021. His appointmentwas duly approved by the Shareholders of the Company attheir 46th Annual General Meeting held on 29th September, 2022. Hispresenttermis expiring on 24th Novermber, 2024 and onthe recommendation ofthe Nomination and Remuneration Committee, the Board of Directors atts meeting held on 14th August, 2024, re-appointed him for a furtherterm of 3years from 25th November, 2024 o 24th November, 2027, subjectto theapproval of the shareholdersthrough a Special Resolution.

Mr.SatchitKumarBasuisan Engineer from College of Military Engineering, Pune. He s holding Post-Graduation degree in Advance Armaments Technology from EME School, Barodaand Diploma in Management(DIM)fromIGNOU. He has served Indian Army till 2006. At the time of his retirement, he was holding the position of Director EME (Armament), posted inArmyHQ. After retirement, he joined VXL Technology, aBirla Group Company as GeneralManager. Later in July 2010, hejoined IST Limited as General Managerand was promoted tothe positionof Director (Technical) on 25thNovember, 2021 AsDirector (Technical) heis primarily responsiblefor factory operations leading ateam of Engineers and professional having varied expertise. He has beeninstrumentalin development of new products for Defence and business developmentand marketing ofthe products. He lsoleads the teamof Company's professionalin the key assignments of strategicimportance

The Board of Directors, keeping in view the technical experience of Mr. Basu and the good health possessed by him, recommends hisre-appointment as Whole Time Director, designated s Director (Technical) ofthe Company forafurther period of 3years with effectfrom 25th November, 2024 on remuneration and terms and conditions as giveninthe proposed resolution.

Mr.S.K. Basuis 72 years of age and as per the relevant provisions of Section 196 ofthe Companies Act, 2013, aperson whohasattained the age of 70 years, maybe appointed as Whole Time Director, by passing a Special Resolution at the General Meeting. Further, the explanatory statement annexedto the notice for such motion shallindicate the justification for suchappointment

The Board of Directors, while re-appointing Mr. Basu as Whole Time Director designated as Director (Technical) of the Company, considered hisskills, expertise, background and contributions during his tenure with the Company.

Theterms and conditions of appointment ofhe Mr. S.K. Basu are open forinspection by the members atthe Registered Office ofthe Company from 11.00 a.m. to5.00 p.m. during working business days (except Saturday, Sunday and Public Holiday)tillthe date of Annual General Meeting.

Thebriefresume of Mr. Basuis given in the Annexuretothe notice under the head Brief profile of the Director(s) seeking appointment/ re-appointment.

Save and except appointee director, none of the Director(s), Key Managerial Person(s) of the Company including their relatives are, in any way, concemed or deemed to be interested, except to the extentof their shareholding, if any in the Company, in the proposed Special Resolution(s) atitemno. 5

The Board of Directorsrecommends the Special Resolution set out atitem no. 5 ofthe accompanying Notice forthe approval ofthe Members

Iltem No. 6

Mr. Gopal Krishan Sharma (DIN: 10706388) has been appointed as an Additional Directorinthe capacity of Independent Director ofthe Company with effect from 14th August, 2024 pursuanttothe provisions of Section 161 ofthe Companies Act, 2013, andthe Articles of Association of the Company. As such Mr. Gopal Krishan Sharma holds his office up to the date ofthe forthcoming Annual General Meeting and i eligible for appointmentas a Director. The Company hasreceivedanotice under Section 160(1) of the Act proposing his candidature for the office of Director of the Company.

Asperthe provisionsof Section 149 ofthe Act, an Independent Director shall hold office for a term upto five consecutive years on the Board of the Company and is notliable to retire by rotation. Mr. Gopal Krishan Sharma has consentedtoact asDirector ofthe Companyand has given declarationtothe Board that he meets the criteria ofindependence as provided under Section 149 of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Mr. Gopal Krishan Sharmais Bachelor of Arts and lsoholds Law Degree from Kurukshetra University. He has retired from seniorofficial position from Hon'ble Supreme Courtof India. After his retirement from Hon'ble Supreme Courtof India, he held positions of Registrarwith various quasi-judicial bodies of Government of India on special assignmentbasis. Presently, he has his own independent practice as Advocate. He has vastknowledgeinvarious lawsincluding CivilProcedure Code, Criminal Procedure Code, IPR, Customs, Excise, I T and Labour Laws. He has an established practice predominantly in Civil Matters and IPR. Apartfrom his expertise in the field of Law, he is alsofinancially lterate.

Inthe opinion of the Board, Mr. Gopal Krishan Sharmafulfils the conditions specifiedin the Companies Act, 2013and Rules madethereunderread with Listing Regulations (LODR) forappointmentas an Independent Director ofthe Company. While appointing as IndependentDirector, the Board take into consideration the professional background skills, expertise and competenciesrequiredin context ofthe business segment(s) of the Company andits future business plans. Considering the ich experience of Mr. Gopal Krishan Sharma, his appointment s Independent Directorwould be highly beneficialto the Company. The Boardis of the opinion that Mr. Gopal Krishan Sharma possess the core skills, expertise and competencies fundamentalfor effective functioning of hisrole as an Independent Director. Itistherefore, desirable to avail his services asan Independent Director

Accordingly, the Board, based on the recommendation ofthe Nomination and Remuneration Committee, recommends his appointmentasan Independent Directorfor aperiod offive years commencing from 14th August, 20241ill13th August, 2029, subjecttotheapproval of the Shareholderthrough Special Resolution.

Consentofthe Members srequired for appointmentof Mr. Gopal Krishan Sharma, in terms of Section 149 of the Act read with Schedule IV of the Act. Theterms and conditions of appointment of Mr. Gopal Krishan Sharma, pursuant to Schedule IV of the Act, shall be open for inspection at the registered office ofthe Company by any Member during business hours onany working day of the Company.

None of the Directors or Key Managerial Personnel and their respective relatives, except Mr. Gopal Krishan Sharma, is concemed orinterested (financially or otherwise)inthis Resolution. The Board recommendsthe resolution set out at ltem No. 6 of the Notice for approval of the Members.

Iltem No. 7

Mr. Neeraj Kumar Aggarwal (DIN: 0043827 1)has been appointed as an Additional Directorin the capacity of Independent Director ofthe Company with effect from 14th August, 2024 pursuanttothe provisions of Section 161 ofthe Companies Act, 2013, andthe Atticles of Association of the Company. As such, Mr. Neeraj Kumar Aggarwal holds his office up to the date ofthe forthcoming Annual General Meeting and s eligible for appointmentas aDirector. The Company has receivedanotice under Section 160(1) of the Act proposing his candidature for the office of Director of the Company.

Asperthe provisionsof Section 149 ofthe Act, an Independent Director shall hold office for a term upto five consecutive years on the Board of the Company and is notliable to retire by rotation. Mr. Gopal Krishan Sharma has consentedtoact asDirector ofthe Companyand has given declarationtothe Board that he meets the criteria ofindependence as provided under Section 149 of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Mr. Neeraj Kumar Aggarwal holds aBachelor's Degree from University of Delhi and is afirstgeneration entrepreneurhaving established business unit of Manufacturing Insulated Wires and Cables for Domestic and Industrial Use. His business acumen andinsightin running business shall be of great value to the Company and the Board

Inthe opinion of the Board, Mr. NeerajKumar Aggarwal fuffls the conditions specified inthe Companies Act, 2013and Rules madethereunderread with Listing Regulations (LODR) forappointmentas an Independent Director ofthe Company. While appointing as IndependentDirector, the Board take into considerationthe professional background skills, expertise and competenciesrequiredn context ofthe business segment(s) of the Company andits future business plans. Considering therichexperience of Mr. Neeraj Kumar Aggarwal, his appointment as Independent Directorwould be highly beneficial to the Company. The Board is of the opinion that Mr. Neeraj Kumar Aggarwal possess the core skills, expertise and competencies fundamentalforeffective functioning of his role as an Independent Direcor. Itis therefore, desirableto avail his services as an Independent Director

Accordingly, the Board, based on the recommendation ofthe Nomination and Remuneration Committee, recommends his appointmentasan IndependentDirectorfor aperiod offive years commencing from 14th August, 20241ill13th August, 2029, subjectto the approval ofthe shareholdersthrough Special Resolution.

Consentofthe Members is required for appointment of Mr. Neeraj Kumar Aggarwal, interms of Section 149 of the Act read with Schedule IV ofthe Act. The terms and conditions of appointmentof Mr. Neeraj Kumar Aggarwal, pursuantto Schedule IV of the Act, shall be open for inspection at the registered office ofthe Company by any Member during business hours onany working day of the Company.

Noneofthe Directors or Key Managerial Personnel andtheir respective relatives, except Mr. Neeraj Kumar Aggarwal,is concemed orinterested (financially or otherwise)inthis Resolution. The Board recommendsthe resolution set out at ltem No.7 of the Notice for approval of the Members.

By Order of the Board of Directors BhupinderKumar Place: New Delhi Company Secretary Dated: 14.08.2024 A15871

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13

Details as required pursuant to Regulation 36(5) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 with respect to appointment of Auditors of the Company

As regards to the appointment of Statutory Auditors referred in Item No. 4 of the Notice, following necessary disclosures are made for the information of the Members.

Mis. O.P. Dadu & Co., Chartered Accountants (FRN: 001201N), was appointed as the Statutory Auditors of the Company for aterm of 2 (Two) years at the 46= Annual General Meeting (AGM') held on September 29, 2022. Pursuant to the provisions of Section 139 (2) of the Companies Act 2013 (the Act'), read with applicable Rules framed thereunder, the term of 2 years of the present Statutory Auditors expires at the conclusion of the Forty Eighth Annual General Meeting The Board of Directors places on record its appreciation for the services rendered by M/s. O.P. Dadu & Co., Chartered Accountants.

The Board of Directors based on the recommendations of the Audit Committee at its meeting held on 14® August, 2024, proposed to the shareholders the appointment of M/s. VSVG & Co., Chartered Accountants (Firm Registration No 005100N) as Statutory Auditors of the Company in place of M/s. O.P. Dadu & Co. the retiring auditors, for a term of 5 years

M/s. VSVG & Co., Chartered Accountants have vide their letter dated 18 July, 2024, consented to their appointment as Statutory Auditors of the Company and have also informed the Company that their appointment, if made, shall be in compliance with the provisions of Sections 139, 141 and 144 of the Actand Companies (Audit and Auditors) Rules, 2014 It has also been informed by the proposed auditors that they have been subjected to the peer review process of the Institute of Chartered Accountants of India (ICAl)and are holding a valid peer review certificate no. 015615 having validity upto 31-07-2026

The Board recommends the appointment of M/s. VSVG & Co., Chartered Accountants as the Statutory Auditors of the Company for a term of 5 (Five) years to hold the office from the conclusion of forthcoming forty eighth Annual General Meeting tilthe conclusion of the Fifty Third Annual General Meeting of the Company to be held in the calendar year 2029

Details as required pursuant to Regulation 36(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are as under

Proposed statutory audit fee payable to auditors

The proposed remuneration to be paid to the Auditors for the financial year 2024-25 is Rs. 4.00 Lacs. The said remuneration excludes applicable taxes and also excludes any fees payable for other certification(s) and charge for the additional services, as may be provided by them from time to time and out-of-pocket expenses shall be re-imbursed as per actual

The remuneration for the year 2024-25 and subsequentyear(s), if any, of their term shall be fixed by the Board of Directors ofthe Company based on the recommendation of the Audit Committee:

Terms of appointment

5 (Five) years from the conclusion of Forty Eighth Annual General Meeting till the conclusion of the Fifty Third Annual General Meeting of the Company.

Material change in fee payable

There is no material change in the proposed fees for the auditors and the audit fees paid to the refiring auditors

Basis of recommendation and auditor credentials

The recommendations are based on the fulfilment of the eligibilty criteria prescribed in the Companies Act, 2013

Constituted in the year 1985, M/s. VSVG & Co., Chartered Accountants (Firm Registration No. 005100N) is one of the senior Chartered Accountancy Firm operating in Delhi. Apart from providing Statutory Audit Services to various Listed and Unlisted Companies both private and public sector, its Partners and staff is having a very rich experience in the field of Accounting, Audit, Direct/ Indirect Taxation, Company Law Matters and Secretarial Services, Risk Management, Business Consultancy etc. The partners have wide exposure in conducting audit of large, medium and small Companies

and entities, both in Public and Private Sector, Cooperative Societies and Nationalized Banks in respect of Statutory Audits, Branch Audit, Concurrent Audits, Intemal Audits, Stock Audits, Information System Audit, Special Investigation Audits etc.

The firm has adequate expertise and infrastructure, which commensurate with the requirement of the Company and is peer reviewed by the Institute of Chartered Accountants of India (ICAI) and is holding a valid Peer Review Certificate

None of the Directors or Key Managerial Personnel of the Company or their relatives is, in any way concermed or interested, whether financially or otherwise, in the resolution set out in Item No. 4 of the Notice

The Board recommends resolution as set out in Item No. 4 of the Notice for approval of the Members as an Ordinary Resolution

By Order of the Board of Directors Place: New Delhi Bhupinder Kumar Dated:14.08.2024 Company Secretary

IST LIMITED Regd. Office : Dharuhera Industrial Complex, Delhi Jaipur Highway No. 8, Kapriwas, Dharuhera, Rewari ~ 123106 (Haryana) Tel: (01274) 267346-48; Fax : (01274) 267444; Website: www.istindia.com ; CIN: L33301HR1976PLC008316

ATTENDANCE SLIP

1 being the registered shareholder / proxy for the registered shareholder of the Company hereby record my presence at the 48th Annual General Meeting of the Company held on Wednesday, the 25th September, 2024 at 11.30 A M. at Dharuhera Industrial Complex, Delhi Jaipur Highway No. 8, Kapriwas, Dharuhera, Rewari — 123106 (Haryana).

Signature of Shareholder / Proxy *Applicable for investors holding shares in electronic form

Registered Office Dharuhera Industrial Complex, Delhi Jaipur Highway No. 8, Kapriwas, Dharuhera, Rewari ~ 123106 (Haryana) Tel: (01274) 267346-48; Fax : (01274) 267444; Website: www.istindia.com ; CIN: L33301HR1976PLC008316

PROXY FORM

(Form MGT-11 pursuant to Section 105 (6) of the Companies Act, 2013 and Rule 19 (3) of the Companies (Management and Administration) Rules, 2014)

1/ We being the member(s) of IST LIMITED holding shares, hereby appoint the following person (s) as mylour proxy to attend and vote (on a poll) for me/us and on my/our behalfatthe 48th Annual General Meeting of the Company to be held on Wednesday, the 25th September, 2024 at 11.30 AM. at Dharuhera Industrial Complex, Delhi Jaipur Highway No. 8, Kapriwas, Dharuhera, Rewari - 123106 (Haryana), and at any adjournment(s) thereof, in respect of such resolutions as are indicated below:

Signed this day of 2024 Affix Signature of the Shareholder Signature of prory holder(s) _ Revanie

St: NOTE: This form of proxy in order to be efective should be duly completed and deposited at the o R Registered Offce of the Company not less than 48 hours before the commencement of the mesting

IST Limited

Dharuhera Industrial Complex, Delhi Jaipur Highway No. 8, Kapriwas, Dharuhera, Rewari— 123106 (Haryana)

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