Ajooni Biotech Limited — AGM Information 2021

Aug 27, 2021

C OONI BIOTECH LIMITED Regd Oli6:D.ll8 iduslnalAea Pha*Vll Mohali-160055(Pb) Phone :0172-5020758 69 Websile : M.aioonibiolach.mm E-mail ajoon biolech@gmlcom / nfo@al@nibolEch.com C N: 135190P82010P1C040162

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With relerence to the captloned subject, we hereby eh.lose copy ofthe Notice of the 11th AnnualGenenlMeetins ofthe companytorthe fnancla yearended 31st March,2021to be held on Mondav,27lh s€ptembef202l,through video conferencln8i/ other Audlovhual Meansvide circu ar No,14/2020 (dated April3,2020), circular No.122020 (&ted April13, 2010) crrcuLar No, 2Ol2020 (dated May 5, 2020), and Cncular No. 02/2021 (dated

Klndlytake the same on youf record.

AJOONI BIOTECH LIMITED

Registered office: D-118, Industrial Area, Phase VII, Mohali, Punjab 160055 India CIN:L85190PB2010PLC040162,E-mail: ajooni118@gmail.com, Website:https://ajoonibiotech.com/ =====================================================================

NOTICE OF 11TH ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT THE 11 TH ANNUAL GENERAL MEETING ('AGM') OF THE SHAREHOLDERS OF AJOONI BIOTECH LIMITED ('THE COMPANY') WILL BE HELD ON MONDAY, 27 th DAY OF SEPTEMBER, 2021, AT 10.30 A.M. THROUGH VIDEO CONFERENCING ('VC')/ OTHER AUDIO VISUAL MEANS (OAVM) FACILITY TO TRANSACT THE FOLLOWING BUSINESS:

ORDINARY BUSINESS:

• 1. To receive, consider and adopt the Audited Financial Statements of the Company for the Financial Year ended 31st March, 2021, together with the Reports of the Board of Directors and Auditors thereon.
• 2. To re-appoint a Director in place of Mr. Gursimran Singh (DIN: 02209675) Director, who retires by rotation and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS:

3. TO CONSIDER AND TAKE APPROVAL FOR RELATED PARTY TRANSACTIONS

To consider and if thought fit, to pass, the following Resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 188 of the Companies Act, 2013 ("Act") and other applicable provisions, if any, read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, as amended till date, and subject to Regulation 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), if applicable and the Company's policy on Related Party transaction(s), approval of Shareholders be and is hereby accorded to the Board of Directors of the Company to enter into contract(s)/ arrangement(s)/ transaction(s) with the related party within the meaning of Section 2(76) of the Act and Regulation 2(1)(zb) of the Listing Regulations, for purchase or supply of goods or materials, leasing of property of any kind, availing or rendering of any services, appointment of agent for purchase or sale of goods, materials services or property or appointment of such parties to any office or place of profit in the company, or its subsidiary or associate company or any other transactions of whatever nature which should not exceed Rs. 75 crores (Rupees Seventy Five Crore Only) which will be carried out at arm's length basis and in the ordinary course of business of the Company."

"RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to delegate all or any of the powers conferred on it by or under this resolution to any Committee of Directors of the Company and to do all acts and take such steps as may be considered necessary or expedient to give effect to the aforesaid resolution."

4.TO TAKE APPROVAL UNDER SECTION 180(1)(A) OF THE COMPANIES ACT, 2013 TO SELL, LEASE OR OTHERWISE DISPOSE OFF, TO MORTGAGE/ CREATE CHARGES ON THE PROPERTIES OF THE COMPANY AND IN THIS REGARD

To consider and if thought fit, to pass, the following resolution as a Special Resolution:

"RESOLVED THAT in supersession of all the earlier resolutions passed and pursuant to the provisions of Section 180(1)(a) of the Companies Act, 2013 and other applicable provisions, if any, of the Companies Act, 2013, and the rules made thereunder, including any statutory modification or re-enactment thereof, for the time being in force (the "Act"), and such other approvals/sanctions/permissions as may be necessary, the consent of the members of the Company be and is hereby accorded, to the Board of Directors of the Company (hereinafter referred to as the "Board" which term shall be deemed to include any committee(s) constituted/ to be constituted by the Board to exercise its powers including the powers conferred by this resolution and with the power to delegate authority to any person or persons) to sell, lease or otherwise dispose of, to mortgage, charge, hypothecate, pledge or otherwise, encumber from time to time, movable and/or immovable, tangible and/or intangible properties/assets, both present and future and/or whole or substantially the whole of the undertaking(s) of the Company in such form, manner and time as the Board may deem fit, for securing any loans and/or borrowings and/or advances and/or guarantees and/or any financial assistance whether all/any of such financial assistance taken or to be taken in foreign currency and/or rupee currency by the Company and/or affiliates/associates Companies from any lender including without limitation, any bank, financial or other institutions, non resident Indians, foreign institutional investors and/or public financial institutions as defined under Section 2(72) of the Act and/ or any other persons, bodies corporate and/or eligible foreign lenders and/or any entity/entities, machinery suppliers and/or any other person(s) or institution(s) providing finance for purchase of assets/business of the Company or for working capital or for purchase of specific items of machinery and equipment under any deferred payment scheme or bills discounting/rediscounting scheme or in favour of trustees for debenture holders that may be appointed here after, as security for the debentures/bonds that may be issued by the Company, Group Companies, Associates Companies and other person or persons together with interest, cost, charges, expenses and all other monies payable by the Company, Group Companies, Associates Companies and other person or persons to the said lender(s) and/or for the purpose of securing the securities (comprising of fully/partly convertible and/or non convertible debenture and/or any other debts instruments with or without detachable or non-detachable warrants and/or secured premium notes and/or floating rate notes/bonds or other debt instruments) together with interest, remuneration of the trustees, premium, if any, on redemption, costs, charges and expenses payable by the Company in terms of the trust deed/other documents to be finalized and executed between the Company and the trustees/lenders and containing such specific terms and conditions (which may include authorization to the lender to transfer /assignment of security in favour of third party) and covenants in that behalf and agreed to between the Board of Directors and the trustees /lenders, up to a value of and within the overall limits of Rs. 30 Crores (Rupees Thirty Crore Only)."

"RESOLVED FURTHER THAT the Board be and is hereby authorized to take such steps as may be necessary for obtaining approvals, statutory, contractual or otherwise, in relation to the above and to settle all matters arising out of and incidental thereto, and to sign and to execute deeds, applications, documents and writings that may be required on behalf of the Company and generally to do all such acts, deeds, matters and things as may be necessary, proper, expedient or incidental for giving effect to this resolution."

5.TO TAKE APPROVAL FOR ENHANCING THE BORROWING LIMITS OF THE COMPANY UNDER SECTION 180(1)(C) OF THE COMPANIES ACT, 2013

To consider and if thought fit, to pass, the following Resolution as a Special Resolution:

"RESOLVED THAT in supersession of all the earlier resolutions passed and pursuant to the provisions of section 180(1)(c) and all other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company

to borrow money, as and when required, from banks, financial institutions, foreign lenders, any boy corporate entities, authorities, through any other instruments either in Indian Rupees or any other such foreign currencies as may be permitted under law from time to time, notwithstanding that money so borrowed together with the monies already borrowed by the company, if any, apart from temporary loans, obtained from the company's bankers in the ordinary course of business , may exceed the aggregate of the paid up capital of the company and its free reserves, provided that the total amount so borrowed by the board shall not at any time exceed Rs. 30 Crores (Rupees Thirty Crore Only) or limits so prescribed under Section 180(1)(c), as may be amended from time to time, whichever is higher.

"RESOLVED FURTHER THAT the board of Directors of the company, be and is hereby authorized to do all such acts, deeds, matters and things as may be deemed necessary, expedient or incidental for giving effect to the above resolution."

6. TO ALTER THE MAIN OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY

To consider and if thought fit, to pass, the following Resolution as a Special Resolution:

"RESOLVED THAT pursuant to provisions of Section 4 and 13 of the Company Act, 2013 and all other applicable provisions, if any, of the Companies Act, 2013 including any statutory modifications or reenactment thereof for the time being in force and rules made there under and subject to requisite approval of the Registrar of Companies, Punjab and Chandigarh and all other relevant authorities governed by SEBI, if any, the consent of the members of the Company be and is hereby accorded to insert new clauses mentioned below in addition to the existing clauses in the Main Object clause i.e Clause III(A) of the Memorandum of Association of the company. New clauses are as follows:

(9). To carry on the business of agriculture, plantation, growers, manufacturers, traders, cultivators, distributors, importers, exporters of agriculture produce of all descriptions like seeds, vegetable, fruits and herbs and to cultivate, grow, produce or deal in vegetable, fruits, vegetable, seeds, all types of cereal, grains, pulses, food crops and herbal products and to undertake the activities for its processing, import, export, preservation or storage with the installation for plant, machinery, cold storage, air conditioning, refrigeration and other equipments and to provide support services.

(10). To cultivate, grow, produce or deal in Bamboo Plantation, wooden and forest plants, agriculture produce and to acquire, hold, buy or acquire freehold or leasehold agriculture land, farm, garden or any other, property and to act as growers not limited to corn, hay, straw, seeds , feed stock for animals and dealers of agriculture produce and setting up ancillary production plants to utilize agriculture produces.

(11). To set up oxygen parks and to carry on the business of producers, refiners, processors, generators, accumulators, manufacturers, buyers, sellers, distributors, importers, exporters, wholesalers, retailers, traders, collaborators, of merchandising, marketing, managing, leasing, renting, developing owning, re-furnishing, repair and operating utility-scale wind and solar and other green energy projects, including distributed solar and other green energy production for commercial and industrial consumers and utilising of electricity, steam, power, solar energy, wind energy, biomass energy, geothermal energy, hydel energy, tidal and wave energy, and other conventional, non-conventional and renewable energy sources, waste treatment plants of all kinds, agro based products, ethanol, alcohol, electricity, carbon, Chemicals, Coal, Coke, Petroleum Coke products, coal tar coal tar chemicals, any other type of coke and organic chemicals based on carbon and tar derivatives, hydrocarbons, CNG Gas, liquid or gaseous petroleum and petroleum products, minerals and the products or the bye-products thereof including specifically, gases, effluent gases, power, steam and bio fertilizers in India and outside India.

"RESOLVED FURTHER THAT for the purpose of giving effect to the aforesaid resolution, the Board of Directors of the Company be and is hereby authorized to take such steps and to do all such other acts and deeds as it may deem fit and appropriate and as may be necessary to settle any question, difficulty or doubt that may arise in regard to the said resolution."

7. TO ALTER AND SUBSTITUTE CLAUSE III(B) OF THE OBJECT CLAUSE OF MEMORANDUM OF ASSOCIATION OF THE COMPANY

To consider and if thought fit, to pass, the following Resolution as a Special Resolution:

"RESOLVED THAT pursuant to provisions of Section 4 and 13 of the Company Act, 2013 and all other applicable provisions, if any, of the Companies Act, 2013 including any statutory modifications or reenactment thereof for the time being in force and rules made under there under and subject to requisite approval of the Registrar of Companies, Punjab and Chndigarh and all other relevant authorities governed by SEBI, if any, the consent of the members of the Company be and is hereby accorded to alter the existing clauses by deleting/ substituting clause 8, 11 and 12 of the objects specified in Clause III (B) of the Memorandum of Association of the company by substituting the same with the following new clauses are as follows:

(8). Subject to the provisions of Sections 73 and 179, 180 and 185 and 186 of the Companies Act, 2013 and the rules made there under and the directives of Reserve Bank of India to borrow, raise or secure the payment of money on deposit at interest for any of the purpose of the company and at such time or times and in such manner as may be thought fit and in particular by the issue of debentures or debenture stock, perpetual or otherwise including debenture or debenture stock convertible into shares in this or any other company or perpetual annuities and as security for any such money so borrowed, raised or received or any such debentures o r debenture stocks so issued to mortgage, pledge or charge the whole or any part of the property, assets or revenue and profits of the company present or future including its uncalled capital by special assignment or otherwise or to transfer or convert the same absolutely or in part and to give the lenders power of sale and other powers as may seem expedient and purchase, redeem and pay off any such securities, provided that the company shall not carry on banking business as defined in Banking Regulations Act, 1949.

(11). Subject to Section 230 to 234 of the Act, to amalgamate with any other Company with objects all or any of which are similar to the objects of the Company in any manner whatsoever (either with or without a liquidation of the Company.

(12). To pay out of the funds of the company all costs, charges and expenses and incident to the formation and registration of the Company and any company promoted by the company and issue of capital of the Company and to pay such other Company any expenses incidental to the negotiation between the promoters preliminary to the formation of the Company and other pre-incorporation or preliminary and other expenses of and also all costs, charges, duties impositions and expenses of and incidental to the accomplishment of all or any formalities which the company may think necessary or proper in connection with any of the aforesaid, subject to provisions of Section 188 of the Act.

"RESOLVED FURTHER THAT for the purpose of giving effect to the aforesaid resolution, the Board of Directors of the Company be and is hereby authorized to take such steps and to do all such other acts and deeds as it may deem fit and appropriate and as may be necessary to settle any question, difficulty or doubt that may arise in regard to the said resolution."

8. TO INCREASE THE AUTHORIZED SHARE CAPITAL OF THE COMPANY AND AMEND THE CAPITAL CLAUSE IN THE MEMORANDUM OF ASSOCIATION OF THE COMPANY

To consider and if thought fit, to pass, the following Resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to provisions of Section 61 and 64 and any other applicable provisions, if any, of the Companies Act, 2013, including rules notified thereunder, as may be amended from time to time (including any statutory modification or re-enactment thereof for the time being in force); the consent of the members of the Company be and is hereby accorded to increase the Authorised Share Capital of the Company from Rs. 16,00,00,000/- (Rupees Sixteen Crores only) divided into 1,60,00,000 (One crore Sixty lakh) equity shares of Rs. 10/- each to Rs. 25,00,00,000/- (Rupees Twenty-Five Crores only) divided into 2,50,00,000 (Two crore Fifty lakhs) equity shares of Rs. 10/- each by creation of additional 90,00,000 (Ninety Lakhs) equity shares of Rs. 10/- each."

"RESOLVED FURTHET THAT pursuant to provisions of Section 13, 61 and 64 and any other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification or re-enactment thereof for the time being in force) and rules framed thereunder; the consent of the members of the Company be and is hereby accorded, for substituting Clause V of the Memorandum of Association of the Company with the following clause:

V. The Authorised Share Capital of the Company is Rs. 25,00,00,000 (Rupees Twenty-Five Crores Only) divided into 2,50,00,000 (Two crore Fifty lakhs) equity shares of Rupees 10/- (Ten Only) each."

"RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, matters and things as may be necessary, expedient or desirable for the purpose of giving effect to the aforesaid resolutions and in connection with any matter incidental thereto."

By Order of the Board of Directors For Ajooni Biotech Limited

Date: 27/08/2021 Swati Vijan Place: Mohali Company Secretary /Compliance Officer ACS:39179

NOTES:

• 1. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 and Rules framed thereunder, in respect of the Special Business under Item Nos. 3,4,5,6,7 & 8 of the accompanying Notice are annexed hereto.
• 1. In view of the current extraordinary circumstances due to COVID-19 pandemic, social distancing is a norm to be followed and pursuant to the Circular No. 14/ 2020 (dated April 8, 2020), Circular No.17/2020 (dated April 13, 2020) Circular No. 20/2020 (dated May 5, 2020), and Circular No. 02/2021 (dated January 13, 2021) (Collectively referred to as MCA Circulars), issued by the Ministry of Corporate Affairs (MCA) physical attendance of the Members to the Annual General Meeting (AGM) venue is not required and AGM be held through Video Conferencing (VC) or Other Audio Visual Means (OAVM). Hence, Members can attend and participate in the ensuing AGM through VC and Members of the Company joining through VC shall be reckoned for the purpose of quorum under Section 103 of the Act. Further, all resolutions in the meeting shall be passed through the facility of e-Voting/ electronic system
• 1. Pursuant to the Circular No. 14/2020 dated April 8, 2020, issued by the MCA the facility to appoint proxy to attend and cast vote for the Members is not available for this AGM. However, the Body Corporates are entitled to appoint authorised representatives to attend the AGM through VC and participate thereat and cast their votes through e-Voting.
• 1. In compliance with MCA Circular No. 20/2020 dated May 5, 2020 and SEBI Circular No. SEBI/HO/ CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 and SEBI Circular No. SEBI/HO/CFD/CMD2/CIR/ P/2021/11 dated January 15, 2021 and owing to the difficulties involved in dispatching of physical copies of the financial statements including Board's Report, Auditor's report or other documents required to be attached therewith (together referred to as Annual Report FY21) and Notice of AGM are being sent in electronic mode to Members whose e-mail address is registered with the Company or the Depository Participant(s) as on August 27, 2021 and to all other persons so entitled. The Notice of AGM and the copies of audited financial statements, board's report, auditor's report etc. will also be displayed on the website (www.ajoonibiotech.com) of the Company.
• 1. The Members can join the AGM in the VC mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC will be made available for 1,000 Members on first come first served basis. However, this number does not include the large Shareholders i.e. Shareholders holding 2% or more shareholding, Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairman of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.
• 1. National Securities Depositories Limited ("NSDL") will be providing facility for voting through remote e-Voting, for participation in the 11th AGM through VC/OAVM Facility and e-Voting during the 11th AGM.
• 1. Attendance of the Members participating in the 11th AGM through VC/OAVM Facility shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.
• 1. Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended), Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India ("ICSI") and Regulation 44 of Listing Regulations read with MCA Circulars and SEBI Circular, the Company is providing remote e-Voting facility to its Members in respect of the business to be transacted at the 11th AGM and facility for those Members participating in the 11th AGM to cast vote through e-Voting system during the 11th AGM.
• 1. Pursuant to Section 91 of the Companies Act, 2013 and Rule 10 of the Companies (Management and Administration) Rules, 2014 read with Regulation 42(5) of the Listing Regulations, the Share Transfer Books and Register of Members of the Company will remain closed from Tuesday, 21st September, 2021 to Monday, 27th September,2021 (both days inclusive).
• 1. A member may participate in the meeting even after exercising his right to vote through remote e-voting but shall not be allowed to vote again at the meeting.
• 1. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on cut-off date only shall be entitled to avail the facility of remote e-voting.
• 1. M/s. Nitin Kumar &Associates, Practicing Company Secretaries, Chandigarh has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.
• 1. The Scrutinizer shall, immediately after the conclusion of e-voting at Annual General Meeting, download the votes cast at the AGM and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company. Scrutinizer shall within 48 hours of conclusion of the meeting submit a consolidated scrutinizer report of the total votes cast in favor or against, if any, to the Chairman or a person authorized by him in writing.
• 1. The results along with the Scrutinizers Report shall be placed on the website of the Company and on the website of NSDL and also be immediately forwarded to Stock Exchange.
• 1. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Companies Act, 2013 will be available for inspection by the members at the Annual General Meeting of the Company.
• 1. The Register of Contracts or Arrangements in which the Directors are interested, maintained under Section 189 of the Companies Act, 2013 will be available for inspection by the Members at the Annual General Meeting of the Company.
• 1. The Ministry of Corporate Affairs (MCA), Government of India has introduced 'Green Initiative in Corporate Governance' by allowing paperless compliance by the Companies for service of documents to their Members through electronic mode, which will be in compliance with Section 20 of the Companies Act, 2013 and Rules framed there under.
• 1. The transfer of Unclaimed Dividend to Investor Education & Protection Fund of the Central Government as required in terms of Section 124 of the Companies Act, 2013, during the current Financial Year is not applicable.
• 1. The deemed venue for 11th-AGM shall be the Registered Office of the Company.
• 1. Since the AGM will be held through VC/OAVM Facility, the Route Map is not annexed in this Notice.
• 1. Information as required under Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations') and the Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI), in respect of the Directors seeking appointment / re-appointment at the AGM is provided under a separate heading, which forms part of this Notice.
• 1. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number

(PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their depository participants with whom they are maintaining their demat accounts. Members holding shares in physical form are requested to submit their PAN details to the Company.

1. Pursuant to Section 108 of the Companies Act, 2013, read with the relevant Rules of the Act, the Company is pleased to provide the facility to Members to exercise their right to vote by electronic means. The Members desiring to vote through electronic mode may refer to the detailed procedure on e-voting given hereinafter.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTINGANDJOINING GENERALMEETING AREAS UNDER:-

The remote e-Voting period begins on Thursday, September 23, 2021 at 09:00 A.M. and ends on Sunday, September 26, 2021 at 5:00 P.M. The remote e-Voting module shall be disabled by NSDL forvoting thereafter. The Members, whose names appear in the Register of Members/ BeneficialOwners as on the record date (cut-off date) i.e. September 20, 2021 may cast their vote electronically.The voting right of Shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being September 20, 2021.

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

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

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting and joining virtual meeting for Individual Shareholdersholding 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:

	Select"RegisterOnlineforIDeAS"Portalorclickathttps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
	Visit the e-Voting website of NSDL. Open web browser bytyping thefollowing URL: https://www.evoting.nsdl.com/eitheronaPersonalComputeroronamobile.Oncethehomepageofe-Votingsystemislaunched,clickontheicon"Login"whichisavailable under 'Shareholder/ Member' section. Anew screenwill open. You will have to enter your User ID (i.e.your sixteendigitdemataccountnumberheldwithNSDL),Password/OTPand a Verification Code as shown on the screen.After successfulauthentication,youwillberedirectedtoNSDLDepositorysitewhereinyoucanseee-Votingpage.ClickonoptionsavailableagainstCompanynameore-Votingserviceprovider-NSDLandyouwillberedirectedtoe-VotingwebsiteofNSDLforcastingyour vote during the remote e-Votingperiod or joining virtualmeeting&votingduringthemeeting.
	Shareholders/Members can also download NSDL MobileApp"NSDL Speede" facility by scanning the QR codementionedbelowforseamlessvotingexperience.
IndividualShareholdersholdingsecuritiesindematmodewithCDSL	Existing users who have opted for Easi/ Easiest, they canloginthroughtheiruseridandpassword.Optionwillbemadeavailabletoreache-Votingpagewithoutanyfurther authentication. The URL for users to login to Easi/Easiestarehttps://web.cdslindia.com/myeasi/home/loginorwww.cdslindia.comandclickonNewSystemMyeasi.After successfullogin of Easi/ Easiest the user will be alsoable to see the E Voting Menu. The Menu will have links ofe-Votingserviceprovideri.e.NSDL.ClickonNSDLtocastyour vote.IftheuserisnotregisteredforEasi/Easiest,optiontoregisterisavailableat
	https://web.cdslindia.com/myeasi/Registration/EasiRegistration.Alternatively, the user can directly access e-Voting page byprovidingdematAccountNumberandPANNo.fromalinkinwww.cdslindia.comhomepage.Thesystemwillauthenticatethe user by sending OTP on registered Mobile& Email asrecordedinthedematAccount.Aftersuccessfulauthentication,user will be provided links for the respective

ESP i.e. NSDLwherethee-Voting isin progress.

IndividualShareholders(holdingsecurities in demat mode) loginthroughtheirdepositoryparticipants

YoucanalsologinusingthelogincredentialsofyourdemataccountthroughyourDepositoryParticipantregisteredwithNSDL/CDSLfor e-Voting facility. Once login, you will be ableto see e-Votingoption. Once you click on e-Voting option,you will be redirectedto NSDL/CDSL Depository site aftersuccessful authentication,wherein you can see e-Votingfeature. Click on options availableagainst Company name ore-Voting service provider-NSDL andyouwillberedirectedtoe-VotingwebsiteofNSDLforcastingyourvoteduringtheremotee-Votingperiodorjoiningvirtualmeeting&votingduringthemeeting.

Important note: Members who are unable to retrieve UserID/ Password are advised to use Forget UserID 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.

Logintype	Helpdeskdetails
Individual Shareholders holding securities indemat mode with NSDL	Members facing any technical issue in login cancontact NSDL helpdesk by sending a request atevoting@nsdl.co.in or call at toll free no.: 18001020 990 and 1800 22 44 30
Individual Shareholders holding securities indemat mode with CDSL	Members facing any technical issue in login cancontact CDSL helpdesk by sending a request athelpdesk.evoting@cdslindia.comor contact at022-23058738 or 022-23058542-43

B) Login Method for e-Voting and joining virtual meeting 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.
• 1. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/ Member' section.
• 1. 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.

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.

1. Your User ID details are given below :

Mannerofholdingsharesi.e.Demat	YourUserIDis:
(NSDL or CDSL) orPhysical

a) For Members who hold shares indemat accountwith NSDL.	8Character DPID followed by 8 Digit Client IDForexampleifyourDPIDisIN300***andClient IDis12******thenyouruserIDisIN30012***.
b) For Members who hold shares indemat accountwith CDSL.	16DigitBeneficiaryIDForexampleifyourBeneficiaryIDis12**************thenyouruserIDis12**************
c) For Members holding shares inPhysical Form.	EVEN Number followed by Folio Numberregisteredwith the CompanyFor example if folio number is 001*** andEVENis101456thenuserIDis101456001***

• 1. Password details for Shareholders other than Individual Shareholders are given below:
  • a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.
  • 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.
  • 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.

1. 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.

b) "Physical User Reset Password?" (If you are holding shares in physical mode) optionavailable on www.evoting.nsdl.com.

c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/ folio number, your PAN, your name and your registered address etc.

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

• 1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
• 1. Now, you will have to click on "Login" button.
• 1. After you click on the "Login" button, Home page of e-Voting will open.

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.How to cast your vote electronically and join General Meeting on NSDL e-Voting system?

How to cast your vote electronically and join General Meeting 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 and General Meeting is in active status.
• 1. Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on "VC/OAVM" link placed under "Join General Meeting".
• 1. Now you are ready for e-Voting as the Voting page opens.
• 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 "Confirm" when prompted.
• 1. Upon confirmation, the message "Vote cast successfully" will be displayed.
• 1. You can also take the printout of the 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 for Shareholders

• I) 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 specimensignature of the duly authorized signatory (ies) who are authorized to vote, to the Scrutinizer by e-mail to csnitinchandigarh@gmail.com with a copy marked to evoting@nsdl.co.in.
• II) It is strongly recommended not to share your password with any other person and take utmostcare to keep your password confidential. Login to the e-Voting website will be disabled upon five 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.
• III)In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders ande-Voting user manual for Shareholders available at the download section of www.evoting.nsdl.comor call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to NSDL at evoting@nsdl.co.in

IV)Processforthose Shareholderswhose emailIDarenotregisteredwith thedepositoriesforprocuringuser id and password and registration of email IDs for e-Voting for the resolutions set out in this notice and for obtaining Notice and Annual Report:

• a) In case shares are held in physical mode please provide Folio No., Name of Shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (selfattested scanned copy of Aadhar Card) by email to cs@ajoonibiotech.com.
• b) In case shares are held in demat mode, please provide DPID-CLID (16-digit DPID + CLID or16 digit beneficiary 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 cs@ajoonibiotech.com. If you are an Individual Shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method fore-Voting and joining virtual meeting for Individual Shareholders holding securities in demat mode.
• c) Alternatively Shareholders/ Members may send a request to evoting@nsdl.co.in for procuring user id and password for e-Voting by providing above mentioned documents.
• d) 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.

FOR HELP IN CONNECTION WITH VOTING BY ELECTRONIC MEANS OR FOR PARTICIPATING IN THE AGM THROUGH VC:

Members can directly contact NSDL, 4th Floor, 'A' Wing, Trade World, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai- 400 013. email ID: evoting@nsdl.co.in, Toll free no.: 1800 1020 990 and 1800 22 44 30. Members may also write to the Company Secretary at the email ID: cs@ajoonibiotech.com.

PROCEDURE TO RAISE QUESTIONS/ SEEK CLARIFICATIONS WITH RESPECT TO ANNUAL REPORT

• a) As the AGM is being conducted through VC, Members are encouraged to express their views/ send their queries in advance mentioning their name, DP ID and Client ID/ Folio No., e-mail ID, mobile number at cs@ajoonibiotech.com to enable smooth conduct of proceedings at the AGM. Questions/ Queries received by the Company on or before Thursday, September 23, 2021 on the aforementioned e-mail id shall only be considered and responded to during the AGM.
• b) Members who would like to express their views or ask questions during the AGM may register themselves as a speaker by sending their request from their registered email address mentioning their Name, DP ID and Client ID/ Folio Number, PAN, Mobile Number at cs@ajoonibiotech.com on or before Thursday, September 23, 2021. Those Members who have registered themselves as a Speaker will only be allowed to express their views/ ask questions during the AGM.
• c) The Company reserves the right to restrict the number of questions and number of speakers, depending on the availability of time for the AGM.

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

• 1. Member will be provided with a facility to attend the EGM/AGM through VC/OAVM through the NSDL e-Voting system. 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" menu against 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 be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.
• 1. Members are encouraged to join the Meeting through Laptops for better experience.
• 1. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
• 1. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
• 1. Share holders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at (company email id). The same will be replied by the company suitably.
• 1. Registration of Speaker related point needs to be added by company.

1. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS UNDER:-

• 1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote evoting.
• 1. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.
• 1. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.
• 1. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.

By Order of the Board of Directors For Ajooni Biotech Limited

Date: 27.08.2021 Swati Vijan Place: Mohali Company Secretary & Compliance Officer ACS:39179

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

ITEM No. 3. TO CONSIDER AND TAKE APPROVAL FOR RELATED PARTY TRANSACTIONS

To ensure stability of supplies in terms of quality and logistics, your Company proposes to enter into transaction(s) with the parties mentioned below. The quantity to be purchased from them will be based on actual price. The total value of the proposed transaction(s) could reach Rs. 75 Crores during financial year 2021-22 in aggregate which will be carried out at Arm's Length price and in the ordinary course of business transaction.

Section 188 of the Act and the applicable Rules framed there under provide that any Related Party Transaction will require prior approval of shareholders through ordinary resolution, if the aggregate value of transaction(s) amounts to 10% or more of the annual turnover of the Company as per last audited financial statements of the Company. During the Financial Year 2020-21, your Company has entered into certain business transactions with the Companies, which are "Related Party" as defined under Section 2 (76) of the Companies Act, 2013**.** The Company is also proposed to enter into certain business transactions with the same during Financial Year 2021- 22. Hence, approval of the shareholders is being sought for the said Related Party Transaction(s) proposed to be entered into by your Company in the financial year 2021-22. Related Party disclosures are required under the Accounting standard (AS-18) on "Related Party Disclosures" issued by the Institute of Chartered Accountants of India are given below:-

S.No.	Name of the RelatedParty	Nature of Relation	Nature of Transactions
01	HealthyBiosciences	Company is a Promoter of Ajooni	Contract for purchase & sale of goods
	Private Limited	Biotech Limited.	shall be on a continuous basis. Further,
			leasing of properties on yearly basis.
02	PrismMedico&	Company is a Promoter of Ajooni	Contract for purchase & sale of goods
	Pharmacy Ltd	Biotech Limited.	shall be on a continuous basis.
03	Punjab Biotechnology	Mr. Jasjot Singh, being common	Contract for purchase & sale of goods
	Park Limited	DirectorinAjooniBiotech	shall be on a continuous basis.
		LimitedandPunjab
		Biotechnology Park Limited
04	M/s. Khanna Solvex	Mr. Jasjot Singh, Partner in the	Contract for purchase & sale of goods
		firm.	shall be on a continuous basis.
05	Mr. Jasjot Singh	ManagingDirectorofAjooni	Expenses incurred/ Rent paid on our
		Biotech Limited	behalf or any repayment made
06	Mr. Gursimran Singh	DirectorofAjooniBiotech	Expenses incurred/ Rent paid on our
		Limited	behalf or any repayment made
07	Mr. Partek Singh	DirectorofAjooniBiotech	Expenses incurred/ Rent paid on our
		Limited	behalf or any repayment made

And this year, the transactions with the above mentioned related parties are likely to increase. Thus, the approval of members is required to enter into such transactions. The Board of Directors recommends passing of the resolution as set out at item no. 3 of this Notice as an Ordinary Resolution.

ITEM No. 4 TO TAKE APPROVAL UNDER SECTION 180(1)(A) OF THE COMPANIES ACT, 2013 TO SELL, LEASE OR OTHERWISE DISPOSE OFF, TO MORTGAGE/ CREATE CHARGES ON THE PROPERTIES OF THE COMPANY AND IN THIS REGARD.

Keeping in view the company's existing and future financial requirements to support its business operations, the Company may need additional funds. For this purpose, the Company may, from time to time, raise finance from

various Banks and/or Financial Institutions and/ or any other lending institutions and/or Bodies Corporate and/or such other persons/ individuals as may be considered fit, which, together with the moneys already borrowed by the Company (apart from temporary loans obtained from the Company's bankers in ordinary course of business) may exceed the aggregate of the paid‐up capital and free reserves of the Company. Hence, it is proposed to increase the maximum borrowing limits upto Rs. 30 Crores from Rs. 15 crores for the Company.

Your Board of Directors recommends the Special Resolution as set out at Item No. 4 of the accompanying Notice, for members' approval. None of the Directors or Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise, in the Special Resolution except to the extent of their shareholding in the Company.

ITEM No. 5 TO TAKE APPROVAL FOR ENHANCING THE BORROWING LIMITS OF THE COMPANY UNDER SECTION 180(1)(C) OF THE COMPANIES ACT, 2013.

As per the provisions of Section 180(1)(c) of the Companies Act, 2013 the Board of Directors of a Company could borrow money together with the moneys already borrowed by the Company in the ordinary course of business, to the extent of aggregate of paid up share capital and free reserves. If the borrowing exceeds the above limits, the approval of the members of the Company in General Meeting by way of Special Resolution has to be obtained.

As you know that for business and operational purposes Company borrows funds and may borrow funds from time to time and so, therefore, it is required to obtain approval of members by way of special resolution in general meeting to authorize to the Board to borrow funds in excess of the paid up share capital and free reserves.

Your Board decided to increase the limit of borrow to funds upto Rs. 30 Crores from Rs. 15 crores and recommend passing of this resolution by way of Special Resolution as set out at Item No. 5 of the accompanying Notice, for members' approval. None of the directors or their relative be deemed interested in the resolution.

ITEM No. 6 TO ALTER THE OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY

The members are informed that the company is primarily involved in the manufacturing business of animal feed and supplements. Further, considering the business expansion strategies, in addition to the primary business, the company has decided to explore and diversify into the new area of business activities i.e. to deal in Bamboo Plantation, agriculture produce, setting up ancillary production plants to utilize agriculture produces and to set up oxygen parks, solar and other green energy projects including CNG Gas and other related activities as detailed in the resolution itself. In order to carry out these activities, the object clause of the memorandum of Association of the company needs to be altered.

As per the provisions of Section 13 of the Companies Act, 2013, alteration of the Object Clause i.e. Clause III (A) requires the consent of members of the company by means of a special resolution. Hence your Board recommends the passing of the proposed resolution as a special resolution for alteration in the Object Clause of the Memorandum of Association of the company as set out at Item No. 6 of the accompanying Notice, for members' approval. None of the Directors/Members of the Company are concerned or interested in the proposed resolution.

ITEM No. 7 TO ALTER AND SUBSTITUTE CLAUSE III(B) OF THE OBJECT CLAUSE OF MEMORANDUM OF ASSOCIATION OF THE COMPANY

The members are informed that company needs to alter the existing clauses by deleting/ substituting clause 8,11 and 12 of the objects specified in Clause III (B) of the Memorandum of Association of the company by substituting

the same as per Companies Act 2013. The proposal to substitute the clauses is required to align the same as per the provisions of Section 13 of the Companies Act, 2013.

As per the provisions of Section 13 of the Companies Act, 2013, alteration of the Object Clause i.e. Clause III (B) requires the consent of members of the company by means of a special resolution. Hence your Board recommends the passing of the proposed resolution as a special resolution for alteration in the Object Clause of the Memorandum of Association of the company as set out at Item No. 7 of the accompanying Notice, for members' approval. None of the Directors/Members of the Company are concerned or interested in the proposed resolution.

ITEM NO. 8 TO INCREASE THE AUTHORISED SHARE CAPITAL OF THE COMPANY AND AMEND THE CAPITAL CLAUSE IN THE MEMORANDUM OF ASSOCIATION OF THE COMPANY

At present the Authorised Share Capital of the Company is 16,00,00,000 (Rupees Sixteen Crores Only) divided into 1,60,00,000 (One Crore Sixty lakhs only) equity shares of Rs. 10/- each out which paid up share capital of the Company is Rs. 10,00,55,820/- (Rupees Ten Crore Fifty Five Thousand Eight Hundred and Twenty Only) divided into 1,00,05,582 (One Crore Five Thousand Five Hundres and Eighty Two) equity shares of Rs. 10/- each.

Considering the increased fund requirements of the Company, the Board at its Meeting held on 27th August, 2021, had accorded its approval for increasing the Authorised Share Capital from Rs. 16,00,00,000 (Rupees Sixteen crore) to Rs.25,00,00,000 (Rupees Twenty Five Crore) by creation of 90,00,000 (Ninety Lakhs) additional equity share of Rs.10/- each, subject to shareholders' approval. It is therefore proposed to increase the Authorised Share Capital of the Company from Rs. 16,00,00,000 (Rupees Sixteen crore) to Rs.25,00,00,000 (Rupees Twenty Five Crore) by creation of 90,00,000 (Ninety Lakhs) additional equity share of Rs.10/- each ranking paripassu with the existing Equity Shares in all respects as per the Memorandum and Articles of Association of the Company.

Consequently, Clause V of the Memorandum of Association would also require alteration so as to reflect the changed Authorised Share Capital.

The proposal for increase in Authorised Share Capital and amendment of Memorandum of Association of the Company requires approval of members at a general meeting.

None of the Directors or Key Managerial Personnel of the Company or their respective relatives, are in any way concerned or interested, financially or otherwise in the said resolution. The consent of the members is, therefore, being sought for passing the aforesaid resolution NO. 8 of the notice as an Ordinary Resolution.

By Order of the Board of Directors For Ajooni Biotech Limited

Date: 27/08/2021 Swati Vijan Place: Mohali Company Secretary /Compliance Officer ACS:39179